Marpai, Inc. 8-K

What Happened
Marpai, Inc. filed a Form 8‑K (filed Dec 23, 2025) reporting that on December 22, 2025 it entered into a Securities Purchase Agreement to privately sell 350,000 shares of Class A common stock and accompanying warrants to purchase up to 700,000 shares. Each share plus warrant was sold for $1.00, producing expected gross proceeds of about $350,000. The offering is expected to close on or about December 22, 2025, subject to customary closing conditions.

Key Details

• Securities: 350,000 shares of Class A common stock and Common Warrants to buy up to 700,000 shares.
• Pricing & Exercise: Purchase price $1.00 per share with accompanying warrant; warrant exercise price $1.00; warrants exercisable immediately and for three years.
• Terms: Warrants include customary anti‑dilution protections; purchasers have a six‑month right to include the shares/warrant shares in any future company registration (with limited exceptions).
• Proceeds & Use: Gross proceeds ≈ $350,000; company intends to use funds for working capital and general corporate purposes.
• Regulatory: Securities issued in the offering are unregistered and sold in a private placement exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Why It Matters
This filing notifies investors that Marpai raised a modest amount of capital through a private placement, which can help fund near‑term operations without a public offering. The issuance of warrants could lead to additional dilution if exercised over the next three years. Because the securities are unregistered, they are subject to resale restrictions until registered or otherwise eligible for resale under an exemption. Investors should note the size of the raise (about $350k) relative to the company’s cash needs and monitor future filings for any related financings or registrations.