Marpai, Inc. (MRAI) insider details warrants and 3M-share preferred conversion
Rhea-AI Filing Summary
Mitchell Calvin Steven, identified as a ten percent owner of Marpai, Inc., reports existing equity positions rather than new trades. He directly holds 100,000 shares of common stock, including 50,000 held by his spouse. Through Benchmark Assets, LLC, he indirectly holds 650,000 common shares and warrants with rights to acquire 1,300,000 common shares at an exercise price of $1.00 per share, exercisable until October 30, 2028. A related irrevocable trust holds 3,000 shares of Series A Preferred Stock, convertible into 3,000,000 common shares; these are reported as part of a Schedule 13D group, while he disclaims pecuniary interest in the trust-held shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Mitchell Calvin Steven
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Common Stock Warrants (Right to Buy) F2 | -- | -- | -- |
| holding | Series A Preferred Stock, $0.0001 par value F3, F4 | -- | -- | -- |
| holding | Common Stock, $0.0001 per share F1 | -- | -- | -- |
| holding | Common Stock, $0.001 per share F2 | -- | -- | -- |
Holdings After Transaction:
Common Stock Warrants (Right to Buy) — 1,300,000 shares (Indirect, By Benchmark Assets, LLC);
Series A Preferred Stock, $0.0001 par value — 3,000,000 shares (Indirect, By Schedule 13D Group Member);
Common Stock, $0.0001 per share — 100,000 shares (Direct);
Common Stock, $0.001 per share — 650,000 shares (Indirect, By Benchmark Assets, LLC)
Footnotes (4)
- F1. Includes 50,000 shares of common stock held of record by the reporting person's spouse.
- F2. The reporting person is the sole member and manager of Benchmark Assets, LLC ("Benchmark").
- F3. The 3,000 shares of Series A Preferred Stock are not subject to expiration and are convertible into shares of common stock based on the stated value of $1,000 per preferred share at a conversion rate of $1.00 per share.
- F4. The Series A Preferred Stock is held by the Mitchell Family Trust II (the "Trust"), an irrevocable trust of which the reporting person is the grantor and which is a member of a group under Regulation 13D with the reporting person and Benchmark. The reporting person has no pecuniary interest in the shares owned by the Trust and disclaims beneficial ownership of the shares held by the Trust pursuant to Exchange Act Rule 13d-4.
Key Figures
Direct common shares: 100,000 shares
Indirect common shares via Benchmark: 650,000 shares
Warrant underlying shares: 1,300,000 shares
+5 more
8 metrics
Direct common shares
100,000 shares
Common Stock, $0.0001 per share held directly, including spouse’s shares
Indirect common shares via Benchmark
650,000 shares
Common Stock, $0.001 per share held indirectly by Benchmark Assets, LLC
Warrant underlying shares
1,300,000 shares
Common Stock underlying Common Stock Warrants held indirectly by Benchmark Assets, LLC
Warrant exercise price
$1.0000 per share
Exercise price for Common Stock Warrants expiring October 30, 2028
Warrant expiration
October 30, 2028
Expiration date of Common Stock Warrants on Marpai common stock
Series A Preferred shares
3,000 shares
Series A Preferred Stock, $0.0001 par value, held by Mitchell Family Trust II
Preferred underlying common
3,000,000 shares
Common Stock underlying Series A Preferred Stock based on $1,000 stated value at $1.00 conversion rate
Spouse’s common shares
50,000 shares
Included within the 100,000 direct common shares held of record by spouse
Key Terms
Common Stock Warrants (Right to Buy), Series A Preferred Stock, Schedule 13D Group Member, pecuniary interest, +2 more
6 terms
Common Stock Warrants (Right to Buy) financial
"Security title reported as Common Stock Warrants (Right to Buy) with $1.00 exercise price"
Series A Preferred Stock financial
"The 3,000 shares of Series A Preferred Stock are not subject to expiration"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
Schedule 13D Group Member regulatory
"Nature of ownership is described as By Schedule 13D Group Member for preferred shares"
pecuniary interest financial
"The reporting person has no pecuniary interest in the shares owned by the Trust"
beneficial ownership regulatory
"Disclaims beneficial ownership of the shares held by the Trust pursuant to Exchange Act Rule 13d-4"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
irrevocable trust financial
"The Series A Preferred Stock is held by the Mitchell Family Trust II, an irrevocable trust"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
FAQ
What does the Marpai, Inc. (MRAI) Form 3 report for Mitchell Calvin Steven?
The Form 3 reports existing ownership positions in Marpai, Inc., including direct common shares, indirect holdings through Benchmark Assets, LLC, and Series A Preferred Stock held by a related trust, with no new buy or sell transactions disclosed.
What warrant position in Marpai (MRAI) does Benchmark Assets, LLC report?
Benchmark Assets, LLC reports warrants to acquire 1,300,000 Marpai common shares at an exercise price of $1.00 per share, with an expiration date of October 30, 2028, representing a significant potential future common stock position.
How is the Series A Preferred Stock of Marpai (MRAI) structured for conversion?
The filing shows 3,000 shares of Series A Preferred Stock, each with a stated value of $1,000, convertible into Marpai common stock at $1.00 per share, for a total of 3,000,000 underlying common shares if fully converted.
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