$410,000 CEO loan supports Marpai (MRAI) through 12% promissory note

Rhea-AI Filing Summary

Marpai, Inc. entered into a related-party financing arrangement by issuing a promissory note for $410,000 to its Chief Executive Officer, Damien Lamendola. The note carries 12.0% annual interest and may be prepaid at any time without penalty. All principal, interest, and other amounts are due by April 11, 2026. Marpai plans to use the proceeds for general working capital needs, providing short-term liquidity funded directly by its CEO.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 12, 2026

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40904		86-1916231
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

615 Channelside Drive, Suite 207
Tampa, Florida		33602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (855) 389-7330

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		MRAI		OTCQX Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2026, Marpai Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $410,000 to Damien Lamendola, the Company’s Chief Executive Officer (the “Holder”). The Note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the Note is repaid in full. The Note may be prepaid by the Company, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under the Note are payable by April 11, 2026 to the Holder, or its successors and assigns. The proceeds of the Note will be used by the Company for general working capital purposes.

The foregoing description of the terms of the Note is not intended to be complete and is qualified in its entirety by reference to the Note, copy of which is attached hereto as 10.1, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Promissory Note, dated February 12, 2026.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARPAI, INC.
Date: February 13, 2026	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

2

FAQ

What did Marpai Inc. (MRAI) disclose in this 8-K filing?

Marpai disclosed it issued a $410,000 promissory note to its CEO, Damien Lamendola. The short-term loan bears 12.0% annual interest and funds general working capital, highlighting a related-party financing arrangement to support liquidity.

What are the key terms of Marpai (MRAI) CEO promissory note?

The note has a $410,000 principal amount, accrues 12.0% interest per year, and is payable in full by April 11, 2026. Marpai can prepay principal and interest at any time without premium or penalty under the agreement.

Who is providing the $410,000 financing to Marpai Inc. (MRAI)?

The financing is provided by Damien Lamendola, Marpai’s Chief Executive Officer. He is the holder of the $410,000 promissory note, making this a related-party transaction between the company and its top executive.

How will Marpai Inc. (MRAI) use the $410,000 note proceeds?

Marpai plans to use the $410,000 promissory note proceeds for general working capital purposes. This means the funds may support everyday operating needs such as expenses, payables, or other short-term obligations within the business.

When does Marpai’s (MRAI) promissory note to its CEO mature?

All outstanding principal, accrued interest, and other amounts under the $410,000 note are due by April 11, 2026. This creates a relatively short-term debt obligation that must be repaid to the CEO by that date.

Can Marpai Inc. (MRAI) repay the CEO note early without penalty?

Yes, Marpai may prepay the $410,000 note in whole or in part at any time. Early repayment must include all accrued interest and any other sums due but carries no premium or penalty under the agreement’s terms.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 PROMISSORY NOTE, DATED FEBRUARY 12, 2026 15.9 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB