Every 8-K that Marpai Inc (MRAI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MRAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MRAI filings page.
Marpai, Inc. entered into securities purchase agreements with accredited investors for a private placement of 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share, for expected gross proceeds of approximately $12,100,000. Each preferred share is convertible into common stock at a $1.00 conversion price, subject to beneficial ownership limits and customary anti-dilution adjustments.
The Preferred Stock carries an 8% dividend payable in common stock upon a liquidity event or conversion, votes with common on an as-converted basis, and has specified liquidation preferences relative to senior and parity securities. Investors receive resale registration rights, information rights for holders whose preferred equals 10% of outstanding common, and 24‑month participation rights in future equity offerings for purchasers of at least 50 shares. Purchasers also receive most-favored nation treatment that can last until an underwritten public offering of at least $5 million at the initial conversion price or an earlier 60% preferred-holder vote. Mitchell Family Trust II, the lead investor, gains a two‑year board observer seat for Steve Mitchell while it holds at least 3,000 preferred shares. The securities were issued in an unregistered offering relying on Section 4(a)(2) and Rule 506(b).
Marpai, Inc. restructured debt with principal lenders JGB Capital and AXA S.A. through amendments that extend maturities and modify payment terms, which the company states reduce near‑term debt service by $26.4 million through 2027 and enhance near‑term liquidity.
The AXA amendment changes the obligation to remit 35% of net offering proceeds so that, from signing through December 31, 2026, payments are required only after the Company receives $5 million in offering proceeds. It also sets minimum annual payments of $0 in 2026, $1,000,000 in 2027, $5,000,000 in 2028, and $22,250,969 in 2029, and extends AXA’s maturity to December 31, 2029. Marpai agreed not to incur additional indebtedness beyond its current borrowings.
The JGB Second Amendment extends the maturity of Marpai’s debentures to April 15, 2028, revises the amortization schedule, and provides for restructuring and exit payments. Marpai states that the revised debt service profile better aligns obligations with projected operational cash flows and supports its operating and growth plans.
Marpai, Inc. entered into an Amendment Agreement with its Chief Executive Officer, Damien Lamendola, to extend the maturity dates of two existing promissory notes he holds. The notes have principal amounts of $410,000 and $250,000, each bearing interest at 12% per annum. Their maturities were previously April 11, 2026 and May 10, 2026, and have now been extended to September 1, 2026 for all outstanding principal and interest. All other terms and conditions of the notes remain unchanged.
Marpai, Inc. entered into a short-term financing arrangement with its Chief Executive Officer. On March 9, 2026, the company issued a $250,000 promissory note to CEO Damien Lamendola at an annual interest rate of 12.0%. The note is repayable, together with accrued interest and any other amounts due, by May 10, 2026 and can be prepaid at any time without penalty. Marpai plans to use the proceeds for general working capital needs, providing near-term liquidity funded directly by its chief executive.
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.
Marpai, Inc. reported that President Dallas Scrip resigned from his position, effective January 30, 2026. The company stated that his resignation was not due to any disagreement regarding operations, policies, or practices.
As a result, the Board appointed current Chief Executive Officer Damien Lamendola, age 70, to also serve as President effective the same date, consolidating both roles under one executive. He has been CEO since November 2023 and has served on the Board since April 2021.
The filing notes Mr. Lamendola’s prior and ongoing leadership roles at various affiliated entities and references several securities purchase agreements between Marpai, entities controlled by him, and an immediate family member, with the material terms previously disclosed and incorporated by reference. Aside from those transactions and his existing compensation, the company states there are no additional related-party transactions reportable under Item 404(a) or arrangements leading to his appointment.
Marpai, Inc. disclosed that it entered into a Securities Purchase Agreement with certain investors to raise approximately $350,000 in a private placement. The Company agreed to issue and sell 350,000 shares of Class A common stock together with warrants to purchase up to 700,000 additional shares of common stock, at a combined purchase price of $1.00 per share and accompanying warrant.
The common warrants have an exercise price of $1.00 per share, are exercisable immediately after closing, and remain exercisable for three years from issuance, with customary anti-dilution provisions. Marpai plans to use the proceeds for working capital and general corporate purposes, and granted investors a six‑month right to include the shares and warrant shares in any other registration of securities it files, subject to limited exceptions.
Marpai, Inc. (MRAI) filed a current report announcing it issued a press release with selected financial information for the three and nine months ended September 30, 2025. The release is provided as Exhibit 99.1.
The filing identifies the company’s Class A common stock trading on the OTCQX Market under the symbol MRAI. No additional operational or financial details are included in this report beyond the exhibit reference.
Marpai, Inc. entered a Securities Purchase Agreement for a private placement of 3,850,000 shares of Class A common stock and warrants to purchase up to 7,700,000 shares, priced at $1.00 per share with an accompanying warrant.
The offering is expected to generate approximately $4 million in gross proceeds for working capital and general corporate purposes. Warrants are exercisable immediately at $1.00 per share and have a three‑year term, with customary anti‑dilution provisions. Participants include the Company’s COO and President, the Board’s chairman, and certain directors.
The securities are being issued under Section 4(a)(2) and/or Rule 506(b) of Regulation D, and may not be sold in the U.S. absent registration or an exemption. Purchasers have a six‑month right to include the common and warrant shares in any registration the Company files (other than Rule 145(a) transactions). Closing is expected on or about November 7, 2025, subject to customary conditions.
Marpai, Inc. amended its charter to authorize 2,000,000 shares of blank-check preferred stock. This gives the board the ability to create one or more series of preferred shares with voting powers, preferences, and other rights set solely by the board.
The board approved the amendment on June 24, 2025; a majority of stockholders approved it at the annual meeting on August 27, 2025; and the amendment was filed in Delaware on October 17, 2025.
Marpai, Inc. (MRAI) filed an Form 8-K reporting a material event that attaches a Form of Securities Purchase Agreement as Exhibit 10.1 and an inline XBRL cover page file as Exhibit 104. The filing lists corporate communications categories related to securities and solicitation rules and identifies the security as Class A Common Stock traded on OTCQX. The form is signed by Damien Lamendola, Chief Executive Officer, with a signature date of October 6, 2025. The filing text supplied here does not include the agreement terms, financing amounts, counterparties, or other transaction economics, so material financial details are not available in this excerpt.
Marpai, Inc. reported that on September 10, 2025, it entered into a Securities Purchase Agreement with three investors for a private sale of its Class A common stock. The company agreed to issue and sell 1,038,519 shares of common stock at $1.0592 per share.
The investor group includes HillCour Investment Fund, LLC, an entity controlled by Chief Executive Officer Damien Lamendola, which purchased 896,903 shares. The transaction was structured as a private placement relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The shares have not been registered and may only be resold in the United States under a registration statement or a valid exemption.