UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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The |
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
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Item 3.02 | Unregistered Sale of Securities. |
On July 29, 2021, Marpai, Inc. (“Marpai” or the “Company”) issued to HillCour Investment Fund LLC (“Hilcour”), a promissory note in the principal amount of up to $3,000,000 (the “HillCour Promissory Note”). In connection with the issuance of the HillCour Promissory Note, the Company also issued to HillCour warrants to purchase a number of shares unregistered Class A common stock equal to the quotient of (i) 30% of the outstanding principal amount of the HillCour Promissory Note divided by (ii) the per share offering price of the Class A common stock in the Company’s public offering. Following the Company’s public offering on October 28, 2021, these warrants were exercisable for 225,000 unregistered shares of the Company’s Class A common stock at a price per share of $4 per shares and expire on December 31, 2021.
On December 20, 2021, Marpai issued a press release detailing insider purchases of $1.1 Million of Marpai Class A Common Stock. Included in these purchases, Damien Lamendola (“Mr. Lamendola”), a Board Member and beneficial shareholder of the Company and the sole Manager holding the voting and dispositive power over the securities held by HillCour, exercised the warrant to purchase 225,000 shares of Class A common stock at $4 per share on behalf of HillCour. Mr. Lamendola’s warrant exercise resulted in an additional $900,000 of new capital being injected into the Company. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 3.02 in its entirety.
Item 8.01 | Other Events. |
In addition, open market purchases were made by management and directors include the acquisition of 25,000 shares by Yaron Eitan, Chairman and co-founder; 17,500 shares by Edmundo Gonzalez, CEO and co-founder; 5,000 shares by Yoram Bibring, CFO; and 5,730 shares by Jane Cavalier, member of the board of directors as detailed in the press release is attached as Exhibit 99.1
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Press Release dated December 20, 2021. | |
99.2 | Warrant to Purchase Stock issued by Marpai, Inc. to HillCour Investment Fund, LLC, dated July 29, 2021 (incorporated by reference to an Exhibit to the Registrant’s Registration Statement on Form S-1, dated October 25, 2021) | |
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: December 20, 2021 | By: | /s/ Edmundo Gonzalez |
Name: | Edmundo Gonzalez | |
Title: | Chief Financial Officer |
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