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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/24 Marpai, Inc. 10-K 12/31/23 98:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.45M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 41K
3: EX-23.1 Consent of Expert or Counsel HTML 28K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 53K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
10: R1 Document and Entity Information HTML 93K
11: R2 Consolidated Balance Sheets HTML 143K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
13: R4 Consolidated Statements of Operations HTML 114K
14: R5 Consolidated Statements of Operations HTML 32K
(Parenthetical)
15: R6 Consolidated Statements of Changes in HTML 93K
Stockholders' (Deficit) Equity
16: R7 Consolidated Statements of Changes in HTML 32K
Stockholders' Equity (Parenthetical)
17: R8 Consolidated Statements of Cash Flows HTML 140K
18: R9 Organization and Description of Business HTML 36K
19: R10 Liquidity and Going Concern HTML 37K
20: R11 Summary of Significant Accounting Policies HTML 110K
21: R12 Acquisitions HTML 130K
22: R13 Property and Equipment HTML 49K
23: R14 Capitalized Software HTML 49K
24: R15 Goodwill and Intangible Assets HTML 122K
25: R16 Leases HTML 64K
26: R17 Loss and Loss Adjustment Expenses HTML 54K
27: R18 Revenue HTML 42K
28: R19 Share-Based Compensation HTML 148K
29: R20 Warrants HTML 86K
30: R21 Income Taxes HTML 134K
31: R22 Segment Information HTML 44K
32: R23 Related Party Transactions HTML 37K
33: R24 Accrued Severance Pay and Employee Retirement Plan HTML 34K
34: R25 Accrued Expenses HTML 43K
35: R26 Stockholders' (Deficit) Equity HTML 38K
36: R27 Litigation and Loss Contingencies HTML 30K
37: R28 Subsequent Events HTML 34K
38: R29 Summary of Significant Accounting Policies HTML 175K
(Policies)
39: R30 Summary of Significant Accounting Policies HTML 32K
(Tables)
40: R31 Acquisitions (Tables) HTML 112K
41: R32 Property and Equipment (Tables) HTML 45K
42: R33 Capitalized Software (Tables) HTML 50K
43: R34 Goodwill and Intangible Assets (Tables) HTML 125K
44: R35 Leases (Tables) HTML 56K
45: R36 Loss and Loss Adjustment Expenses (Tables) HTML 54K
46: R37 Revenue (Tables) HTML 38K
47: R38 Share-Based Compensation (Tables) HTML 140K
48: R39 Warrants (Tables) HTML 85K
49: R40 Income Taxes (Tables) HTML 123K
50: R41 Segment Information (Tables) HTML 39K
51: R42 Accrued Expenses (Tables) HTML 43K
52: R43 Organization and Description of Business - HTML 29K
Additional Information (Details)
53: R44 Liquidity and Going Concern - Additional HTML 54K
Information (Details)
54: R45 Summary of Significant Accounting Policies - HTML 92K
Additional Information (Details)
55: R46 Summary of Significant Accounting Policies - HTML 37K
Schedule of Estimated Useful Lives of Property and
Equipment (Details)
56: R47 Acquisitions - Additional Information (Details) HTML 130K
57: R48 Acquisitions - Summary of Assets Acquired and HTML 84K
Liabilities Assumed at their Preliminary Estimated
Acquisition Date Fair Value (Details)
58: R49 Acquisitions - Summary of Identifiable Intangible HTML 37K
Assets at Estimated Fair Values and Useful Lives
with Expected Amortization Periods (Details)
59: R50 Acquisitions - Summary of Unaudited Pro Forma HTML 33K
Information (Details)
60: R51 Property and Equipment - Summary of Property and HTML 42K
Equipment (Details)
61: R52 Property and Equipment - Additional Information HTML 29K
(Details)
62: R53 Capitalized Software - Summary of Intangible HTML 33K
Assets (Details)
63: R54 Capitalized Software - Additional Information HTML 29K
(Details)
64: R55 Capitalized Software - Estimated Amortization for HTML 37K
Capitalized Software (Details)
65: R56 Goodwill and Intangible Assets - Summary of HTML 37K
Goodwill (Details)
66: R57 Goodwill and Intangible Assets - Additional HTML 52K
Information (Details)
67: R58 Goodwill and Intangible Assets - Summary of HTML 61K
Intangible Assets (Details)
68: R59 Goodwill and Intangible Assets - Estimated HTML 49K
amortization for intangible assets for future
periods (Details)
69: R60 Leases - Additional Information (Details) HTML 52K
70: R61 Leases - Future Lease Payments of Operating Leases HTML 51K
(Details)
71: R62 Leases - Contractual Sublease Income (Details) HTML 36K
72: R63 Loss and Loss Adjustment Expenses - Schedule of HTML 40K
Changes in Aggregate Reserves of Loss and Loss
Adjustment Expenses (Details)
73: R64 Revenue - Schedule of Disaggregation of Revenue HTML 39K
(Details)
74: R65 Share-Based Compensation - Stock Options (Details) HTML 56K
75: R66 Share-Based Compensation - Fair Value of options HTML 55K
(Details)
76: R67 Share-Based Compensation - Non-vested Stock HTML 51K
Options Activity (Details)
77: R68 Share-Based Compensation- Stock Option Activity HTML 65K
(Details)
78: R69 Share-Based Compensation- Restricted Stock Awards HTML 55K
Activity (Details)
79: R70 Share-Based Compensation - Restricted Stock Awards HTML 73K
(Details)
80: R71 Warrants - Additional Information (Details) HTML 38K
81: R72 Warrants - Assumptions Fair Value of Warrants HTML 42K
(Details)
82: R73 Warrants - Schedule of Warrant Activities HTML 49K
(Details)
83: R74 Income Taxes - Summary of Income Tax Benefit HTML 40K
(Details)
84: R75 Income Taxes - Additional Information (Details) HTML 54K
85: R76 Income Taxes - Provision for Income Taxes and the HTML 53K
Statutory Tax Rate (Details)
86: R77 Income Taxes - Deferred Tax Assets (Details) HTML 54K
87: R78 Segment Information - Schedule of Long-lived HTML 34K
Assets by Geographic Region (Details)
88: R79 Related Party Transactions - Additional HTML 41K
Information (Details)
89: R80 Accrued Severance Pay and Employee Retirement Plan HTML 40K
- Additional Information (Details)
90: R81 Accrued Expenses - Schedule of Accrued Expenses HTML 38K
(Details)
91: R82 Stockholders' (Deficit) Equity - Additional HTML 56K
Information (Details)
92: R83 Short-Term Loan - Additional Information (Details) HTML 30K
93: R84 Subsequent Events - Additional Information HTML 48K
(Details)
95: XML IDEA XML File -- Filing Summary XML 184K
98: XML XBRL Instance -- mrai-20231231_htm XML 2.22M
94: EXCEL IDEA Workbook of Financial Report Info XLSX 179K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.89M
Linkbases Document -- mrai-20231231
96: JSON XBRL Instance as JSON Data -- MetaLinks 637± 1.03M
97: ZIP XBRL Zipped Folder -- 0000950170-24-036590-xbrl Zip 496K
| EX-4.4 |
Exhibit 4.4
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of March 26, 2024, Marpai, Inc., a Delaware corporation (“we,” “our” and the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: Class A Common Stock, par value $0.0001 per share. The following description of such securities is intended as a summary of the terms of such securities as currently in effect and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), and our bylaws, copies of which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. We encourage you to read our amended and restated Certificate of Incorporation and amendments thereto, our bylaws, and the applicable provisions of the Delaware General Corporation Law, as amended, for additional information.
Authorized Capital Stock
Pursuant to our Certificate of Incorporation, we have authorized 227,791,050 shares of capital stock, par value $0.0001 per share, of which all are designated as Class A Common Stock (the “common stock”). The authorized and unissued shares of common stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors does not intend to seek stockholder approval for the issuance and sale of our common stock.
Common Stock
The holders of our common stock are entitled to one vote per share. Our Certificate of Incorporation does not provide for cumulative voting. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire are elected for a term of office to expire at the succeeding annual meeting of stockholders after their election. The holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all assets that are legally available for distribution.
The transfer agent and registrar for our common stock is Equiniti Trust Company, LLC. Their address is ATTN: EQ Mail Services, C/O DFX Logistics,
55 Challenger Road, 2nd Floor, Ridgefield, NJ 07660, telephone: (800) 937-5449
Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “MRAI.”
Delaware Anti-Takeover Law, Provisions of our Certificate of Incorporation and Bylaws
Delaware Anti-Takeover Law
We are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
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prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to the date of the transaction, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder. |
Section 203 defines a business combination to include:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with, or controlling, or controlled by, the entity or person. The term “owner” is broadly defined to include any person that, individually, with or through that person’s affiliates or associates, among other things, beneficially owns the stock, or has the right to acquire the stock, whether or not the right is immediately exercisable, under any agreement or understanding or upon the exercise of warrants or options or otherwise or has the right to vote the stock under any agreement or understanding, or has an agreement or understanding with the beneficial owner of the stock for the purpose of acquiring, holding, voting or disposing of the stock.
The restrictions in Section 203 do not apply to corporations that have elected, in the manner provided in Section 203, not to be subject to Section 203 of the Delaware General Corporation Law or, with certain exceptions, which do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders. Our Certificate of Incorporation and bylaws do not opt out of Section 203.
Section 203 could delay or prohibit mergers or other takeover or change in control attempts with respect to us and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
Certificate of Incorporation and Bylaws
Provisions of our Certificate of Incorporation and bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our Certificate of Incorporation and bylaws:
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provide that the authorized number of directors shall be fixed from time to time by resolution adopted by a majority of the voting power of the then-outstanding shares of our capital stock then entitled to vote at an election of directors voting together as a single class; |
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify. A vacancy created by the removal of a director by the stockholders may be filled by the stockholders; |
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); |
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provide that special meetings of our stockholders may be called by resolution of our board of directors, or by our Chief Executive Officer/President, or by the holders of not less than one-quarter of all of the shares entitled to vote at the meeting; and |
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set forth an advance notice procedure with regard to the nomination, other than by or at the direction of our board of directors, of candidates for election as directors and with regard to business to be brought before a meeting of stockholders. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| List all Filings | ||||