Marpai, Inc. (MRAI) gains 9.3% shareholder as Mitchell and Benchmark file 13D
Rhea-AI Filing Summary
Marpai, Inc. (MRAI) has a new significant shareholder. Calvin Steven Mitchell, through Benchmark Assets, LLC, has reported beneficial ownership of 1,950,000 Marpai common shares, including 650,000 shares and vested warrants to purchase 1,300,000 additional shares. This represents 9.3% of Marpai’s outstanding common stock, based on 19,655,611 shares outstanding after a private placement of common stock and warrants. The securities were acquired by Benchmark in a private placement for an aggregate purchase price of $650,000 from its working capital. Mitchell, as sole member and manager of Benchmark, has sole voting and dispositive power over these securities.
The filing states that the reporting persons view Marpai as an attractive investment and may engage with management and the board on business strategy, operating performance and corporate governance. They may acquire additional securities, including via warrant exercises, or dispose of some or all holdings, depending on company performance, stock price and market conditions.
Positive
- None.
Negative
- None.
Key Figures
Common shares held: 650,000 shares
Warrants held: 1,300,000 warrants
Total beneficial ownership: 1,950,000 shares
+3 more
6 metrics
Common shares held
650,000 shares
Common Stock held of record by Benchmark Assets, LLC
Warrants held
1,300,000 warrants
Vested warrants to purchase Marpai Common Stock held by Benchmark
Total beneficial ownership
1,950,000 shares
Aggregate amount beneficially owned by each reporting person
Ownership percentage
9.3%
Percent of Marpai common stock represented by 1,950,000 securities
Shares outstanding
19,655,611 shares
Marpai common shares outstanding as of October 20, 2025 after private placement
Aggregate purchase price
$650,000
Total consideration for 650,000 shares and 1,300,000 warrants in private placement
Key Terms
beneficial owner, sole dispositive power, private placement, warrants, +1 more
5 terms
beneficial owner financial
"Benchmark was the record beneficial owner and Mr. Mitchell was the indirect beneficial owner"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
sole dispositive power financial
"Mr. Mitchell has sole voting and dispositive power of all shares held by Benchmark"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
private placement financial
"purchased by Benchmark ... in a private placement conducted by the Issuer"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
warrants financial
"warrants to purchase 1,300,000 shares of Common Stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Schedule 13D regulatory
"This Statement on (the "") relates to the common stock"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
FAQ
What stake in Marpai, Inc. (MRAI) did Calvin Steven Mitchell report?
Calvin Steven Mitchell, through Benchmark Assets, LLC, reported beneficial ownership of 1,950,000 Marpai securities, consisting of 650,000 common shares and warrants for 1,300,000 shares. This position represents 9.3% of Marpai’s outstanding common stock.
How much voting and dispositive power over Marpai (MRAI) does Calvin Steven Mitchell have?
The filing states that Calvin Steven Mitchell has sole voting and sole dispositive power over the 650,000 shares and 1,300,000 warrants held by Benchmark. No shared voting or dispositive power is reported for these securities.
What are Calvin Steven Mitchell’s intentions regarding his Marpai (MRAI) investment?
The reporting persons describe Marpai as an attractive investment opportunity and plan to review the investment on an ongoing basis. They may engage with management and the board, potentially acquire additional securities, or sell some or all holdings depending on various business and market factors.
Through what entity does Calvin Steven Mitchell hold his Marpai (MRAI) position?
The Marpai position is held of record by Benchmark Assets, LLC, a Louisiana limited liability company. Calvin Steven Mitchell is Benchmark’s sole member and manager, making him the indirect beneficial owner of the shares and warrants reported.
AI-generated analysis. How Rhea-AI works. Not financial advice.
