Marpai, Inc. 8-K

What Happened
Marpai, Inc. (MRAI) filed an 8-K reporting that Dallas Scrip resigned as President effective January 30, 2026 (resignation disclosed Jan 16, 2026). On January 23, 2026 the Board appointed Damien Lamendola (age 70), the Company’s Chief Executive Officer since November 2023 and a director since April 1, 2021, to also serve as President effective January 30, 2026. The filing states Mr. Scrip’s resignation was not due to any disagreement with the Company’s operations, policies or practices.

Key Details

• Items reported: Item 5.02 (officer departure/election) and Item 1.01 (material definitive agreement / related-party disclosures).
• Effective dates: Scrip’s resignation effective Jan 30, 2026; Lamendola’s appointment effective Jan 30, 2026.
• Lamendola background: CEO since Nov 2023; director since Apr 1, 2021; founder/former CEO of Continental Benefits, LLC (founded 2013); ongoing roles at HillCour and related entities.
• Related-party transactions: Mr. Lamendola and HillCour Investment Fund, LLC participated in securities purchase agreements with Marpai dated July 17, 2025; July 29, 2025; Sept 10, 2025; Sept 30, 2025. An immediate family member was party to a purchase agreement dated Nov 7, 2025. The filing says these agreements and material terms were previously disclosed and that, aside from those transactions and Mr. Lamendola’s compensation, there are no other reportable transactions or special arrangements relating to his appointment.

Why It Matters
This 8-K signals consolidation of senior leadership with the CEO taking on the President role, which can affect day-to-day management and investor oversight. The filing also discloses related-party securities purchases involving Mr. Lamendola and affiliated entities—important for investors tracking insider/related-party involvement or governance issues. The company states there were no disagreements leading to the resignation and no other undisclosed arrangements tied to the appointment.