Marpai (MRAI) director buys 50,000 shares, 100,000 warrants

Marpai, Inc. (MRAI) reported an insider purchase by director Robert Pons.

Rhea-AI Filing Summary

Marpai, Inc. (MRAI) reported an insider purchase by director Robert Pons. On November 7, 2025, he bought 50,000 shares of Class A common stock in a private placement at $1.00 per share, together with common warrants to purchase up to 100,000 shares at an exercise price of $1.00.

The warrants are exercisable immediately and expire on November 6, 2028. Following the transaction, Pons beneficially owned 359,200 shares directly.

Insights

Governance & Insider Transactions Analyst

Insider bought shares and warrants at $1; neutral event.

A Marpai director purchased 50,000 shares at $1.00 and received warrants for up to 100,000 shares with a $1.00 exercise price as part of a private placement on November 7, 2025. The warrants are immediately exercisable and expire on November 6, 2028.

This is a routine insider transaction disclosure on Form 4. It indicates personal participation in the financing but does not, by itself, change the company’s fundamentals. Post-transaction direct holdings are 359,200 shares.

Insider Trade Summary

Net Buyer: 150,000 shares

Net Buy 2 txns

Insider PONS ROBERT M

Role Director

Bought 150,000 shs ($50K)

Type	Security	Shares	Price	Value
Purchase	Common Warrants to purchase Shares of Common Stock	100,000	$0.00	$0.00
Purchase	Class A Common Stock	50,000	$1.00	$50K

Holdings After Transaction: Common Warrants to purchase Shares of Common Stock — 100,000 contracts (Direct); Class A Common Stock — 359,200 shares (Direct)

Footnotes (1)

1. F1. On November 7, 2025, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement for a private placement offering, in which the reporting person purchased 50,000 shares of common stock of the Company and common warrants to purchase up to 100,000 shares of common stock of the Company. The purchase price for each share of common stock and accompanying common warrant is $1.00. The common warrants have an exercise price of $1.00 per share, can be exercised immediately following the closing of the private placement offering and will be exercisable for three years following the date of issuance.

FAQ

What did Marpai (MRAI) disclose in this Form 4?

A director, Robert Pons, purchased 50,000 shares at $1.00 and received warrants for up to 100,000 shares at $1.00.

When did the MRAI insider transaction occur?

The earliest transaction date was November 7, 2025.

What are the terms of the MRAI warrants?

They are exercisable immediately, have an exercise price of $1.00, and expire on November 6, 2028.

How many MRAI shares does the director own after the transaction?

He beneficially owned 359,200 shares directly following the reported transaction.

Was the MRAI transaction part of a private placement?

Yes. It was made under a Securities Purchase Agreement for a private placement offering.

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Accepted by SEC EDGAR 11/12/2025 - 06:47 AM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PONS ROBERT M

(Last) (First) (Middle)

C/O MARPAI, INC.

615 CHANNELSIDE DRIVE, SUITE 207

(Street)

TAMPA FL 33602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Marpai, Inc. [ MRAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/07/2025		P		50,000	A	$1(1)	359,200	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Warrants to purchase Shares of Common Stock	$1	11/07/2025		P		100,000		11/07/2025	11/06/2028	Shares of Common Stock	100,000	(1)	100,000	D

Explanation of Responses:

1. On November 7, 2025, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement for a private placement offering, in which the reporting person purchased 50,000 shares of common stock of the Company and common warrants to purchase up to 100,000 shares of common stock of the Company. The purchase price for each share of common stock and accompanying common warrant is $1.00. The common warrants have an exercise price of $1.00 per share, can be exercised immediately following the closing of the private placement offering and will be exercisable for three years following the date of issuance.

	/s/ Robert Pons	11/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.