Marpai, Inc. Form 8-K Filing

Marpai Inc. entered into a Securities Purchase Agreement on December 22, 2025, to issue and sell 350,000 shares of its Class A common stock and warrants to purchase up to 700,000 shares of common stock in a private placement. The purchase price for each share of common stock and accompanying warrant is $1.00. The warrants have an exercise price of $1.00 per share and are exercisable for three years from the date of issuance, with anti-dilution provisions. Investors are granted the right for six months to include their shares in future registrations. The offering is expected to yield approximately $350,000, which the company intends to use for working capital and general corporate purposes. The securities are exempt from registration under the Securities Act of 1933, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.