Marpai Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On November 7, 2025, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors, including the Company’s Chief Operating Officer and President, the chairman of the Company’s board of directors (the “Board”) and certain directors of the Board, pursuant to which the Company agreed to issue and sell an aggregate of: (i) 3,850,000 shares of its Class A common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “Common Warrants”) to purchase up to 7,700,000 shares of Common Stock in a private placement. 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. The Common Warrants contain customary anti-dilution provisions. The Company also agreed to grant the Purchasers the right for a period of six (6) months from the date of the Securities Purchase Agreement to include all of the Common Shares and Common Warrant Shares as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a)).
The gross proceeds to the Company from the offering are expected to be approximately $4 million. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The offering is expected to close on or about November 7, 2025, subject to the satisfaction of customary closing conditions.
The securities issued in the offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The foregoing description of the terms of the Securities Purchase Agreement and the Common Warrants are not intended to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and Form of Common Warrants, copies of which are attached hereto as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of Common Warrant | |
| 10.1 | Form of Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARPAI, INC. | |||
| Date: November 12, 2025 | By: | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | ||
| Title: | Chief Executive Officer | ||
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