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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/11/23 Marpai, Inc. 8-K:5,9 12/05/23 13:368K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 60K 3: EX-10.1 Material Contract HTML 60K 4: EX-10.2 Material Contract HTML 58K 8: R1 Document And Entity Information HTML 48K 11: XML IDEA XML File -- Filing Summary XML 12K 9: XML XBRL Instance -- mrai-20231205_htm XML 16K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- mrai-20231205_lab XML 42K 6: EX-101.PRE XBRL Presentations -- mrai-20231205_pre XML 33K 7: EX-101.SCH XBRL Schema -- mrai-20231205 XSD 11K 12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 13: ZIP XBRL Zipped Folder -- 0000950170-23-069428-xbrl Zip 52K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i December 05, 2023 |
i MARPAI, INC.
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 86-1916231 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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i 615 Channelside Drive, Suite 207 |
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i Tampa, i Florida |
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i 33602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: i 646 i 303-3483 |
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(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:
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Trading |
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i Class A Common Stock, par value $0.0001 per share |
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i MRAI |
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i The Nasdaq Stock Market LLC |
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 i ☒
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. i ☒
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.
Exhibit |
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Description |
1.1 |
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10.1 |
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10.2 |
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Separation Agreement, executed by and between Marpai, Inc. and Yoram Bibring, dated December 5, 2023 |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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.
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MARPAI, INC. |
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Date: |
By: |
/s/ Damien Lamendola |
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Name: Damien Lamendola |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| 12/6/24 | ||||
| Filed on: | 12/11/23 | |||
| 12/6/23 | 8-K | |||
| For Period end: | 12/5/23 | |||
| 6/14/22 | 4, S-8 | |||
| List all Filings | ||||
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 |