UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

(1) Comprised of (i) 1,937,968 shares of Class A common stock, par value $0.0001 per share (“Common Stock”) of Marpai, Inc. (the “Issuer”) held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (ii) 3,726,695 shares of the Issuer’s Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings LLC (f/k/a HillCour Holding Corporation) (“HillCour Holdings”), a corporation controlled by Mr. Lamendola, and Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC, (iii) 364,466 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $1.43 per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, and (iv) 225,000 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $4.00 per share expiring on December 31, 2021 held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds voting and dispositive power.

(2) Pursuant to the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc. and Grant of a Power of Attorney and Proxy, dated June 28, 2021 (the "Power of Attorney and Proxy"), (i) HillCour Investment Fund, LLC and WellEnterprises USA, LLC (together, the "HillCour Founding Group") and (ii) Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures, LLC (collectively, the "Grays Founding Group"), share voting power over a total of 7,826,531 shares of Common Stock (the “Proxy Shares”) with respect to certain specified matters described below. As a result of the Power of Attorney and Proxy, the HillCour Founding Group, of which Damien Lamendola is a member, and Grays Founding Group, are deemed to be a “group” under Rule 13d-5(d) of the Exchange Act.

The matters with respect to which such voting power is shared are: (i) any change to the composition of the Issuer’s Board of Directors, provided that all Proxy Shares shall be voted for the election of Damien Francis Lamendola (or another nominee of the HillCour Founding Group) as a director of Marpai (as well as against any proposal to remove Damien Francis Lamendola (or such other nominee) as a director of the Issuer); (ii) the sale of all or substantially all of the assets of the Issuer, the sale of all or substantially all of the capital stock of the Issuer, or a merger involving the Issuer; (iii) the replacement of the Chief Executive Officer or other C-level officers of the Issuer; (iv) the amending the corporate documents of the Issuer or otherwise approving any agreement, document or instrument in connection with fundraising of any type or structure for the Issuer; (v) approval of the Issuer’s annual budget and business plan; and (vi) the Issuer’s acquisition of any business or entity or the entry into a joint venture or other collaborative agreement with a potential target business, assets, entity, or partner.

(3) Percentage is calculated based on 20,122,896 shares of Common Stock outstanding as of October 29, 2021.

SCHEDULE 13D

(4) Comprised of (i) 1,937,968 shares of Common Stock of the Issuer held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (ii) 364,466 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $1.43 per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, and (iii) 225,000 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $4.00 per share expiring on December 31, 2021 held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and holds voting and dispositive power.

SCHEDULE 13D

(5) Comprised of 3,726,695 shares of the Issuer’s Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.

This Schedule 13D relates to the common stock, par value $0.0001 (the “Common Stock”) of Marpai, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 5701 East Hillsborough Ave., Suite 1417, Tampa, FL 33610-5428.

Damien Lamendola

HillCour Investment Fund, LLC

WellEnterprises USA, LLC

HillCour Investment Fund, LLC expended an aggregate of approximately $2.5 million of its working capital to acquire: (i) 1,937,968 shares of the Issuer’s Common Stock; (ii) 364,466 shares of the Issuer’s Common Stock issuable upon the exercise of warrants exercisable at price of $1.43 per share; and (iii) 225,000 shares of the Issuer’s Common Stock issuable upon the exercise of warrants exercisable at a price of $4.00, all of which are indirectly held by Damien Lamendola as disclosed in this Schedule 13D. The 3,726,695 shares of the Issuer’s Common Stock directly held by WellEnterprises USA, LLC (and indirectly held by Damien Lamendola) as disclosed in this Schedule 13D, were acquired as consideration for shares of Continental Benefits, LLC (“Continental Benefits”) during its acquisition by Marpai Health, Inc (“Marpai Health”). Prior to the closing of Marpai Health’s acquisition of Continental Benefits (the “Acquisition”), Continental Benefits was 100% owned by WellEnterprises USA LLC which was 100% owned by HillCour, Inc. (“HillCour”). HillCour also held approximately 21.5% of the equity interests of Marpai Health prior to closing of the Acquisition. HillCour is 100% owned by HillCour Holdings LLC (f/k/a HillCour Holding Corporation) (“HillCour Holdings”). Damien Lamendola, is the indirect majority owner of WellEnterprises USA, LLC and HillCour, and the direct majority owner of HillCour Holdings. Mr. Lamendola currently indirectly holds approximately 31.1% of the outstanding capital stock of the Company, and assuming full conversion of certain convertible promissory notes (as disclosed in the Issuer’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on October 28, 2021).

Damien Lamendola acquired the securities of the Issuer for business investment purposes. HillCour acquired the securities of the Issuer for investment purposes. WellEnterprises acquired the securities of the Issuer for investment purposes.

As of October 29, 2021 Damien Lamendola may be deemed to be the beneficial owner of: (1) 1,937,968 shares of the Issuer’s Common Stock held directly by HillCour Investment Fund, LLC (9.6% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power; (2) 3,726,695 shares of the Issuer’s Common Stock (18.5% of the outstanding Common Stock) held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola, and he holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC; (3) 364,466 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $1.43 per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC (1.8% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power; and (4) 225,000 shares of Common Stock issuable upon the exercise of warrants to purchase the Issuer’s Common Stock at an exercise price of $4.00 per share expiring on December 31, 2021 held directly by HillCour Investment Fund, LLC (1.1% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds voting and dispositive power.

As of October 29, 2021 HillCour Investment Fund, LLC may be deemed to be the beneficial owner of: (1) 1,937,968 shares of the Issuer’s Common Stock held directly by HillCour Investment Fund, LLC (9.6% of the outstanding Common Stock), and over which it holds the voting and dispositive power; (2) 364,466 shares of Common Stock issuable upon the exercise of warrants at an exercise price of $1.43 per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC (1.8% of the outstanding Common Stock), and over which it holds the voting and dispositive power; and (3) 225,000 shares of Common Stock issuable upon the exercise of warrants to purchase the Issuer’s Common Stock at an exercise price of $4.00 per share expiring on December 31, 2021 held directly by HillCour Investment Fund, LLC (1.1% of the outstanding Common Stock), and over which it holds voting and dispositive power.

As of October 29, 2021 WellEnterprises USA, LLC may be deemed to be the beneficial owner of 3,726,695 shares of the Issuer’s Common Stock which it holds directly (18.5% of the outstanding Common Stock), and over which it holds voting and dispositive power.

The responses to Items 3, 4 and 5 are incorporated by reference into Item 6.

Agreement Relating to Voting Power & Grant of a Power of Attorney and Proxy

On June 28, 2021, (i) HillCour Investment Fund, LLC and WellEnterprises USA, LLC (together, the “HillCour Founding Group”) and (ii) Eli David, Yaron Eitan, Edmundo Gonzalez and Grays West Ventures, LLC (collectively, the “Grays Founding Group”) entered into the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc and Grant of a Power of Attorney and Proxy, an agreement share voting power over a total of 7,826,531 shares of the Issuer’s Common Stock with respect to certain specified matters. As a result of the Power of Attorney and Proxy, the HillCour Founding Group, of which Damien Lamendola is a member, and Grays Founding Group, are deemed to be a “group” under Rule 13d-5(d) of the Exchange Act.

The description of the Agreement Relating to Voting Power between Co-Founders of Marpai, Inc. and Grant of a Power of Attorney and Proxy is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated : January 31, 2022

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).