| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Marpai, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
615 CHANNELSIDE DRIVE, SUITE 207, TAMPA,
FLORIDA
, 33602. |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on August 12, 2026 (the "Original Schedule 13D") relates to the common stock, par value $0.0001 per share ("Common Stock"), of Grow Capital, Inc., (the "Issuer"). The address of the Issuer's principal executive offices is 615 Channelside Drive, Suite 207, Tampa, Florida 33602. Except as expressly modified by this Amendment, all provisions of the Schedule 13D shall continue in full force and effect.
This Amendment amends and supplements the Original Schedule 13D as follows: |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed jointly on behalf of Calvin Steven Mitchell, Benchmark Assets, LLC ("Benchmark") and the Mitchell Family Trust II (the "Trust") (each a "Reporting Person" and collectively, the "Reporting Persons"). |
| (b) | The business address for each of the Reporting Persons is 4424 Ihles Road, Lake Charles, LA 70605. |
| (c) | Calvin Steven Mitchell is the sole member and manager of Benchmark. The principal occupation and employment of Calvin Steven Mitchell is partner and chief executive officer of the Mitchell Companies. The principal business address for each of the Benchmark and the Trust is 4424 Ihles Road, Lake Charles, LA 70605. |
| (d) | None of the Reporting Persons was, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Person was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. |
| (f) | Calvin Steven Mitchell is a citizen of the United States. Benchmark is a Louisiana limited liability company and the Trust is an irrevocable trust of which Mr. Mitchell is a grantor. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Benchmark is the record owner of 650,000 shares of Common Stock (the "Shares") and warrants to purchase 1,300,000 shares of Common Stock (the "Warrants"), all of which were purchased by Benchmark on October 30, 2025 in a private placement conducted by the Issuer for an aggregate purchase price of $650,000. The Shares and Warrants were purchased from Benchmark's available working capital. Mr. Mitchell is the indirect beneficial owner of the Shares and Warrants as the sole member and manager of Benchmark.
The Trust is the record owner of 3,000,000 shares of Common Stock (the "Conversion Shares") issuable upon conversion of 3,000 shares of Series A Convertible Preferred Stock of the Issuer (the "Preferred Shares"). The Preferred Shares were purchased by the Trust on July 31, 2026 in a private placement conducted by the Issuer for an aggregate purchase price of $3,000,000. The Preferred Shares were purchased by the Trust from its available trust assets. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of August 12, 2026, Benchmark was the record beneficial owner of 650,000 Shares and 1,300,000 Warrants of the Issuer, representing approximately 6.6% of the outstanding Common Stock of the Issuer. Mr. Mitchell has sole voting and dispositive power of all shares held by Benchmark.
As of August 12, 2026, the Trust was the record beneficial ownership of 3,000,000 Conversion Shares and Preferred Shares of the Issuer, representing approximately 10.1% of the outstanding Common Stock of the Issuer.
As of August 12, 2026, Mr. Mitchell was the indirect beneficial owner of 2,050,000 shares of the Issuer's Common Stock, including the Shares and Warrants held of record by Benchmark, representing approximately 6.9% of the outstanding Common Stock of the Issuer.
All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 25,292,667 shares of issued and outstanding Common Stock of the Issuer as disclosed in the Issuer's Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on May 15, 2026 and after giving effect to the Issuer's private placement of securities on July 31, 2026. |
| (b) | Mr. Mitchell has sole voting and dispositive power with respect to the 100,000 Shares beneficially owned by Mr. Mitchell and his spouse and the 650,000 Shares and 1,300,000 Warrants held of record by Benchmark. |
| (c) | In the sixty days prior to the filing of this Schedule 13D, the Reporting Persons engaged in the following transactions with respect to the Issuer's Common Stock:
On July 30, 2026, Mr. Mitchell's spouse purchased 29,000 shares for an average price of $2.08 per share at prices ranging from $1.90 to $2.26 per share in open market purchases;
On July 30, 2026, Mr. Mitchell purchased 50,000 shares for $2.27 per share in open market purchases; and
On July 31, 2026, the Trust purchased 3,000 Preferred Shares from the Issuer in a private placement transaction for a gross purchase price of $3,000,000. |
| (d) | No person other than Mr. Mitchell, Benchmark and the Trust is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Common Stock of the Issuer reported hereby. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | In connection with the Trust's acquisition from the Issuer of the Preferred Shares in a private placement transaction, on July 31, 2026 the Issuer and the Trust entered into a series A securities purchase agreement (the "Purchase Agreement") and a separate a board observer agreement (the "Board Observer Agreement"). The Purchase Agreement set forth the terms and conditions of the Trust's acquisition of the Preferred Shares, including the conversion and voting rights of the Preferred Shares. The Board Observer Agreement provided that Mr. Mitchell will serve as an observer to the board of directors of the Issuer. Pursuant to the Board Observer Agreement, Mr. Mitchell will be entitled to serve as a board observer for a period of two (2) years, provided that the Trust continues to own at least 3,000 Preferred Shares. |
| Item 7. | Material to be Filed as Exhibits. |
| | The Purchase Agreement was filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K as filed with the SEC on July 31, 2026 and is incorporated herein by reference. The Board Observer Agreement was filed as Exhibit 10.2 to the Issuer's Current Report on Form 8-K as filed with the SEC on July 31, 2026 and is incorporated herein by reference. |
