UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2023, Marpai, Inc. (the “Company”) executed a Separation Agreement (the “Gonzalez Agreement”) with Edmundo Gonzalez, the Company’s former Chief Executive Officer.

Pursuant to the terms of the Gonzalez Agreement, the Company agreed to extend, until December 6, 2024, the exercise period of Mr. Gonzalez’s options which were granted under the Company’s 2021 Global Stock Incentive Plan, including (i) the option grant dated June 14, 2022 for 214,308 shares of the Company’s Class A common stock, which were fully vested upon grant, (ii) the option grant dated June 14, 2022 for 175,000 shares of the Company’s Class A common stock, with a vesting commencement date of June 14, 2022, and (iii) the option grant dated June 14, 2022 for 75,000 shares of the Company’s Class A common stock, with a vesting commencement date of June 14, 2022. Also, the Company agreed to issue Mr. Gonzalez a warrant (the “Warrant”) to purchase up to 140,000 shares of the Company’s Class A common stock, with an exercise price of $2.50 per share with a five (5) year term. The Warrant’s purchase price is $0.23 per share, with the right to a cashless exercise.

On December 5, 2023, the Company executed a Separation Agreement (the “Bibring Agreement”) with Yoram Bibring, the Company’s former Chief Financial Officer. Pursuant to the terms of the Bibring Agreement, the Company agreed to pay Mr. Bibring severance in an amount equal to six (6) months of Mr. Bibring’s base salary, totaling $127,500.

The foregoing description of the terms of the Warrant, Gonzalez Agreement and the Bibring Agreement are not intended to be complete and are qualified in their entirety by reference to the Warrant, Gonzalez Agreement and the Bibring Agreement, copies of which are attached hereto as Exhibits 1.1, 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.