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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) |
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 |
