8-KFiled Jul 19, 8:00 PM ET

Marpai Inc. Announces Debt Restructuring with AXA, Reduces Debt Service

$MRAI · Marpai, Inc.

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Marpai Inc. Announces Debt Restructuring with AXA, Reduces Debt Service

What Happened

  • Marpai, Inc. announced on July 16, 2026 it entered into Amendment No. 2 to the Purchase Agreement with AXA S.A. (the "AXA Amendment") related to its 2022 acquisition of Maestro Health, LLC. In a related communication on July 20, 2026 the company issued a press release saying it reached debt‑restructuring agreements with JGB Capital and AXA that reduce debt service by $26.4 million through 2027 and improve near‑term liquidity. The AXA Amendment is attached to the 8‑K as Exhibit 10.1.

Key Details

  • AXA Amendment effective July 16, 2026: payments equal to 35% of net proceeds to AXA will only be required, through December 31, 2026, after Marpai receives $5.0 million in offering proceeds.
  • Minimum annual payments to AXA set at: $0 (2026), $1,000,000 (2027), $5,000,000 (2028), and $22,250,969 (2029).
  • Marpai agreed not to incur any additional indebtedness beyond its currently outstanding debt.
  • Company press release (July 20, 2026) states the combined restructuring with JGB Capital and AXA reduces debt service by $26.4 million through 2027 and enhances near‑term liquidity.

Why It Matters

  • These amendments defer and restructure cash obligations to AXA, which should lower near‑term cash outflows and help Marpai's liquidity position in 2026–2027.
  • The specified minimum payments and the cap on new indebtedness are concrete changes investors can use to assess upcoming cash requirements and covenant flexibility.
  • Investors should monitor Marpai’s ability to raise the $5.0 million in offering proceeds, future payments under the amended schedule, and any additional disclosures about the JGB Capital agreement to understand ongoing liquidity and financial impacts.