MRAI 10-K & 10-Q changes, risk factors and insider trading
Marpai, Inc. · OTC · Services-Misc Health & Allied Services, Nec · CIK 1844392 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our existing Senior Secured Convertible Debentures issued to JGB Collateral LLC subjects us to financial covenants and other restrictions that could adversely affect our liquidity, operational flexibility and financial condition.”
Largest changes
“Our existing Senior Secured Convertible Debentures issued to JGB Collateral LLC subjects us to financial covenants and other restrictions that could adversely affect our liquidity, operational flexibility and financial condition.”see in full comparison
“The Debentures are secured by our assets and contain covenants and other restrictions that may limit our ability to incur additional indebtedness, grant liens, make investments, or engage in certain strategic transactions. If we fail to comply with the covenants or other requirements under the Debentures, the lenders could declare an event of default and accelerate repayment of outstanding amounts, which could materially adversely affect our liquidity and financial condition. …”see in full comparison
“The healthcare regulatory landscape is subject to rapid and significant changes that could materially impact our financial condition. Key risks include the potential expiration of enhanced premium tax credits under the Inflation Reduction Act after 2025, executive actions regarding Medicaid work requirements that may disrupt coverage markets, and ongoing Congressional budget reconciliation talks that could fundamentally alter the regulation of self-insured plans.”see in full comparison
“Healthcare laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial condition and results of operations. For example, in March 2010, the Patient Protection and ACA was adopted, which is a healthcare reform measure that provides healthcare insurance for approximately 30 million more Americans. …”see in full comparison
“On April 15, 2024, we entered into a securities purchase agreement with purchasers, including JGB Collateral LLC (“JGB”), pursuant to which we issued Senior Secured Convertible Debentures (the “Debentures”) due on April 15, 2027 for a principal sum of $11.83 million. …”see in full comparison
Brokers are a key sales channelsee in full comparisonchannelfor us to reach the self-insured employer market. These brokers work with many insurance companies and TPAs. Brokers and consultantsconsultantsearn their fees by charging employers on a per employee per month (“PEPM”) basis. As they often own the relationship with the employer, they may steer our Clients to another TPA if they believe doing so can maximize their own fees. In addition, we currently work with a single broker that accounts for a significant portion of our Clients. If we do not deliver competitivecompetitivepricing, quality customer service, and high member satisfaction, these brokers can take the business they brought us to another TPA. Due to the brokers’ power to influence employer groups, the brokers play an outsized role in our industry and may exert pressure on our pricing or influence the service levels we offer to our Clients, all of which can lead to lower price PEPM for us, or an increase in our customer service staffing and other operating costs. In addition, if the broker that accounts for a signification portion of our Clients steers our Clients to another TPA, it will have a significantly adversely affect our revenues and results of operations.
Full comparison: every changed paragraph (14)
As of December 31, 2024,2025,
we we
had an accumulated deficit of $98.8$115.4 million and negative working capital of $7.1$15.4 million. As of December 31, 2024,2025, we had $6.1$11.0 million
of short-term debt, $20.7$17.2 million of long-term debt and $764$133 thousand of unrestricted cash on hand. For the year ended December 31, 2024,2025,
we recognized a net loss of $23.3$16.6 million and negative cash flows from operations of $15.7$7.5 million. Since inception, we have met our cash
needs through proceeds from issuing convertible notes, warrants and sales of our common stock.stock as well as receiving loans from various
lenders.
We currently project that we will need additional capital to fund our current operations and capital investment requirements until we scale to a revenue level that permits cash self-sufficiency. The sources of this capital are anticipated to be from the sale of equity and/or debt securities. We may also seek to sell assets which we regard as non-strategic. Any of the foregoing may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders. As we seek additional sources of financing, there can be no assurance that such financing or asset sales would be available to us on favorable terms or at all.
As
we seek additional sources of financing, there can be no assurance that such financing or asset sales would be available to us on favorable
terms or at all.
If
we are unable to raise
additional capital moving forward,capital, our ability to operate in the normal course and continue to invest in our product
portfolio may be materially and
adversely impacted and we may be forced to scale back operations or divest some or all of our assets.
As
a result of the above,
in connection with our assessment of going concern considerations in accordance with Financial Accounting
Standard Board’s (“FASB”)
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of
Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” management has determined that our liquidity
condition raises substantial doubt about our ability to continue
as a going concern through twelve months from the date of these
consolidated financial statements. These consolidated financial statements
do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be
necessary should we be unable to continue as a going
concern. Our independent registered public accounting firm, UHY LLP (“UHY”),
has included an explanatory paragraph in
their audit report that accompanies our consolidated financial statements as of and for the year
ended December 31, 2024,2025, referring to the footnote to the consolidated financial statements stating
that there are conditions that raise
substantial doubt about our ability to continue as a going concern.
Brokers are a key sales
channel channel
for us to reach the self-insured employer market. These brokers work with many insurance companies and TPAs. Brokers and
consultants consultants
earn their fees by charging employers on a per employee per month (“PEPM”) basis. As they often own the
relationship with
the employer, they may steer our Clients to another TPA if they believe doing so can maximize their own fees. In
addition, we currently work with a single broker that accounts for a significant portion of our Clients. If we do not deliver
competitive competitive
pricing, quality customer service, and high member satisfaction, these brokers can take the business they brought us to
another TPA.
Due to the brokers’ power to influence employer groups, the brokers play an outsized role in our industry and may
exert pressure
on our pricing or influence the service levels we offer to our Clients, all of which can lead to lower price PEPM for
us, or an increase
in our customer service staffing and other operating costs. In addition, if the broker that accounts for a signification portion of our Clients steers our Clients to another TPA, it will have a
significantly adversely affect our revenues and results of operations.
Our technology-driven solution
relies on innovation to remain competitive.
The process of developing new technologies and services is lengthy and complex. We develop
our own AI, deep learning and, healthcare technologies
to differentiate our solution and articial intelligence (“AI”) modules. In addition, our dedication to incorporating technological
technological advancements into our solution requires significant financial and personnel resources and talent. Our development efforts
with respect
to these initiatives could distract management from current operations and could divert capital and other resources from
other growth
initiatives important to our business. We operate in an industry experiencing rapid technological change and frequent platform introductions.
introductions. We may not be able to make technological improvements as quickly as demanded by our Clients or offered by competitors,
which could harm
our ability to keep our existing Clients and attract new Clients. In addition, we may not be able to effectively implement
new technology-
driven products and services as projected.
Our existing Senior Secured Convertible Debentures issued to JGB Collateral LLC subjects us to financial covenants and other restrictions that could adversely affect our liquidity, operational flexibility and financial condition.
On April 15, 2024, we entered into a securities purchase agreement with purchasers, including JGB Collateral LLC (“JGB”), pursuant to which we issued Senior Secured Convertible Debentures (the “Debentures”) due on April 15, 2027 for a principal sum of $11.83 million. Thereafter, on December 30, 2024, the Debentures were amended in order to, among other things, sell Debentures up to an additional aggregate principal amount of up to $5.4 million, for a total purchase price of $5.0 million (the “Additional Investment”), of which $2.0 million was delivered to the Company at closing, and the remaining $3.0 million of is being held in escrow pending satisfaction of certain terms and conditions.
The Debentures are secured by our assets and contain covenants and other restrictions that may limit our ability to incur additional indebtedness, grant liens, make investments, or engage in certain strategic transactions. If we fail to comply with the covenants or other requirements under the Debentures, the lenders could declare an event of default and accelerate repayment of outstanding amounts, which could materially adversely affect our liquidity and financial condition. There can be no assurance that we would be able to obtain additional waivers, amendments or refinancing on acceptable terms, or at all.
Our ability to service our indebtedness and comply with the terms of the Debentures depends on our future operating performance and our ability to generate sufficient cash flow, which are subject to economic, competitive, regulatory and other factors beyond our control.
The healthcare regulatory landscape is subject to rapid and significant changes that could materially impact our financial condition. Key risks include the potential expiration of enhanced premium tax credits under the Inflation Reduction Act after 2025, executive actions regarding Medicaid work requirements that may disrupt coverage markets, and ongoing Congressional budget reconciliation talks that could fundamentally alter the regulation of self-insured plans.
Healthcare
laws and regulations are rapidly evolving and may change significantly in the future, which could adversely affect our financial
condition and results of operations. For example, in March 2010, the Patient Protection and ACA was adopted, which is a healthcare
reform measure that provides healthcare insurance for approximately 30 million more Americans. The ACA includes a variety of
healthcare reform provisions and requirements that substantially changed the way healthcare is financed by both governmental and
private insurers, which may significantly impact our industry and our business. Many of the provisions of the ACA phase in over the
course of the next several years, and we may be unable to predict accurately what effect the ACA or other healthcare reform measures
that may be adopted in the future, including amendments to the ACA, will have on our business. On December 14, 2018, a U.S. District
Court Judge in the Northern District of Texas, ruled that the individual mandate is a critical and inseverable feature of the ACA,
and therefore, because it was repealed as part of the Tax Act, the remaining provisions of the ACA are invalid as well. On December
18, 2019, the Fifth Circuit U.S. Court of Appeals held that the individual mandate is unconstitutional and remanded the case to the
lower court to reconsider its earlier invalidation of the full ACA. Pending review, the ACA remains in effect, but it is unclear at
this time what effect the latest ruling will have on the status of the ACA. Nevertheless, upon review by the U.S. Supreme Court, the
plaintiffs in the Texas action were determined to lack standing, and as such, the case was reversed and remanded.
In addition, extreme price
and volume fluctuations in the stock markets have affected and continue to affect many technologyhealth services companies’ stock prices.
Often, Often,
stock prices have fluctuated in ways unrelated or disproportionate to the companies’ operating performance. In the past,
securities securities
class action litigation has often been brought against a company following a decline in the market price of its securities.
This risk
is especially relevant for us because technology and healthcare technology companies have experienced significant stock price
volatility volatility
in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention
and and
resources, which could harm our business.
Management's Discussion & Analysis (MD&A)
Removed heading “Adjusted EBITDA”
Removed heading “Reconciliation of Net Loss to EBITDA, and Adjusted EBITDA”
Largest changes
“We expect to fund the $465 thousand in restructuring-related cash payments through existing cash on hand. We do not believe these payments will materially impact our ability to meet our other short-term or long-term liquidity requirements. However, the anticipated reduction in go-forward operating expenses is expected to improve our cash flow from operations in future periods.”see in full comparison
“On February 12, 2026, we issued a promissory note in the principal amount of $410,000 to Damien Lamendola, the Company’s Chief Executive Officer. The note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the note is repaid in full. We may repay the note, in whole or in part, together with all interest then accrued and any other sums then due and payable to Mr. Lamendola, at any time, without premium or penalty. …”see in full comparison
“On March 9, 2026, we issued a promissory note in the principal amount of $250,000 to Damien Lamendola, the Company’s Chief Executive Officer. The note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the note is repaid in full. We may prepay the note, in whole or in part, together with all interest then accrued and any other sums then due and payable to Mr. Lamendola, at any time, without premium or penalty. …”see in full comparison
We incurred facilities expenses of $580 thousand and depreciation and amortization expenses of $381 thousand for the year ended December 31, 2025 compared to facilities expenses of $1.3 million and depreciation and amortization expenses of $2.3 million for the year ended December 31,see in full comparison2024 compared to facilities expenses of $2.5 million and depreciation and amortization expenses of $3.9 million for the year ended December 31, 2023.2024. The decrease in facilities expenses was due to thestrategicdecommissioning of unutilizedfacilities.facilities in 2024. The decrease in depreciation and amortization expenses was due to full amortization of certain fixed assets and the recognition of intangible assetimpairments.impairments in 2024.
“On January 16, 2024, we entered into a securities purchase agreement (the “Second SPA”) with certain Company insiders consisting of HillCour Investment Fund, LLC, an entity controlled by our Chief Executive Officer, Damien Lamendola, (“HillCour”), our Chairman, Yaron Eitan, and one of our directors, Robert Pons, pursuant to which we agreed and sold 1,322,100 shares of our common stock in a private placement, at a purchase price of $0.9201 per share (the consolidated closing bid price of our common stock on Nasdaq as of January 16, 2024). …”see in full comparison
Full comparison: every changed paragraph (52)
The consolidated financial
statements of Marpai, IncInc. and the discussion
of the results of our operations in this Annual Report, reflect the results of the operations
of Marpai Health (and our subsidiary EYME),
Marpai Administrators, and Maestro Health for all periods presented, and the results of Marpai
Captive since its inception.
Results
of Operations
- Comparison of the Years ended December 31, 20242025 and 20232024 (in thousands)
During
the years ended December 31, 20242025 and 2023,2024, our total revenue
was $28.2$18.1 million and $37.2$28.2 millionmillion, respectively. Revenues decreased mainly
as a result of customer turnover. In 2025, we experienced
an attrition rate of 28%. Total revenues consist of fees that we charge Clients in consideration for administering their self-insured
healthcare plans as well as fees that we receive for ancillary services such as care management, case management, cost containment services,
and other services provided to our customers by us or other vendors.
We
incurred $12.8$11.1 million of general and administrative expenses for
the year ended December 31, 2025 compared to $12.8 million for the year ended December 31, 2024 compared to $19.2 million for the
year ended December 31, 2023,2024, a decrease of $6.4$1.7 million. The decrease
is due to the actions taken throughout 2023 and 2024 to align
streamline the twoCompany’s TPA companies,operations, amountingwhich totook approximatelyeffect $6.4during million in savings.2025.
We incurred $1.8$1.1 million of sales and marketing expenses for the year
ended December 31, 20242025 compared to $6.6$1.8 million for the year ended December 31, 2023,2024, a decrease of $4.8$675 million.thousand. ThisThe decrease in sales
and marketing expenses was primarilyis due
to the actions taken throughout 2023 and 2024 to alignstreamline the twoCompany’s TPAsales companiesand amountingmarketing toefforts approximately
$4.8which milliontook ineffect savings.during 2025.
We incurred $4.7$5.1 million
of information technology
expenses for the year ended December 31, 20242025 compared to $5.8$4.7 million for the year ended December 31, 2023,
a2024, decreasean increase of $1.1$419 million.thousand.
This Theincrease decreasewas the result of changes in two departments’ core functions, aligning their tasks with information technology expenses was due to the actions taken throughout 2023 and 2024 to
align the two TPA companies amounting to approximately $1.1 million in savings.tasks.
We
incurred $29$7 thousand of research and development expenses for the
year ended December 31, 2025 compared to $29 thousand for the year ended December 31, 2024 compared to $1.3 million for the year
ended December 31, 2023,2024, a decrease of $1.3$22 million.thousand. The decrease is attributable
due to focusinga ourshift effortsin and eliminating certain development
projects amountingresources to approximatelyexisting $1.3 million.operations.
We incurred facilities expenses
of $580 thousand and depreciation and amortization expenses of $381 thousand for the year ended December 31, 2025 compared to facilities
expenses of $1.3 million and depreciation and
amortization expenses of $2.3 million for the year ended December 31, 2024 compared to facilities expenses of $2.5 million and depreciation
and amortization expenses of $3.9 million for the year ended December 31, 2023.2024. The decrease
in facilities expenses was due to the strategic
decommissioning of unutilized facilities.facilities in 2024. The decrease in depreciation and amortization
expenses was due to full amortization of
certain fixed assets and the recognition of intangible asset impairments.impairments in 2024.
We held no goodwill or intangible assets as December 31, 2025.
TheWe Company conductsconduct an annual impairment test of goodwill and intangible assets
assets on December 31st or earlier if events or circumstances indicate that our goodwill may be impaired. As circumstances changed
changed during the three months ended June 30, 2024, that would, more likely than not, reduce our fair value below its net equity value,
the Companywe performed
qualitative and quantitative analyses of the potential impairment of our goodwill and intangible assets, specifically
evaluating trends
in market capitalization, current and future cash flows, revenue growth rates, and the impact of macroeconomic conditions
on the Company
and its performance. Based on the analyses performed, the Companywe determined that our goodwill and intangible assets were
fully impaired in June
2024. As a result, the Companywe recorded a goodwill and intangible asset impairment charge in the amount of $7.6
million in June 2024, which is
reflected in the financial statements for the year ended December 31, 2024.
We
incurred a $648$19 thousand
loss on disposal of assets for the year ended December 31, 2024,2025, compared to $335$648 thousand loss for the year ended
December 31, 2023. 2024.
This increasedecrease was primarily due to the abandonment of assets upon termination of the Charlotte lease and a software
application. application in 2024.
We realized a $73 thousand
loss on sale of our non-core FSA/HSA business unit for the year ended December 31, 2024, related to the realization of the contingent
receivable. For the year ended December 31, 2023 we realized a $1.7 million gain on the sale of our non-core FSA/HSA business unit.
We incurred $2.7$3.2 million
of interest expense for the year ended December
31, 2024,2025, compared to $1.5$2.7 million for the year ended December 31, 2023,2024, an increase of
$525 $1.2 million.thousand. Interest expense increased primarily
due to securing operationaladditional financing through a loan and the debt provided by Libertas Funding LLC (“Libertas”) and JGB Collateral
LLC (“JGB”), which was partially offset by the decrease in interest due to AXA S.A., a French société anonyme
(“AXA”) on the note associated with the acquisition of Maestro being partially paid down in 2023..
We incurred $3.0 million
of gain on forgiveness of other liability
for the year ended December 31, 2024, primarily due to an amendment to the existing payable
agreement to AXA.AXA S.A., a French société
anonyme (“AXA”).
Loss per share for the year
ended December 31, 20242025 was $1.92,$0.95, compared
to a $4.14$1.92 loss per share for the year ended December 31, 2023.2024. The loss per share for the
year ended December 31, 20242025 decreased mainly
as a result of the decreased net loss and the issuance of additional common stock in athrough private
placement. placements.
Strategic Operational Realignment. In early 2026, we initiated a strategic plan to consolidate our claims processing operations onto a single upgraded cloud-based claims engine. Previously, we maintained multiple systems, which resulted in redundant licensing costs and manual labor inefficiencies. By transitioning to a unified platform, management expects to achieve greater scalability, improved data accuracy, and a more streamlined cost structure. This transition involves the elimination of certain legacy duplicative software and personnel. As a result, we are reducing our workforce by 11 full-time equivalent positions (approximately 10% of our total workforce). We expect this realignment to be substantially complete by the end of the second quarter of 2026.
Restructuring Charges We estimate that we will incur total pre-tax restructuring charges of approximately $465 thousand in the first half of 2026, consisting of:
$101 thousand in severance and related employee benefits.
$364 thousand in software contract termination fees and reduced contract labor.
While these actions will result in short-term cash outlays, we expect to realize significant annualized operating expense savings beginning in the second half of 2026. These savings are primarily driven by reduced payroll and the elimination of duplicate enterprise software subscriptions.
Adjusted
EBITDA
Our
Adjusted EBITDA is a supplemental performance measure of our operations for financial and operational decision-making and is used as
a supplemental means of evaluating period-to-period comparisons on a consistent basis. Adjusted EBITDA is calculated as earnings before
interest, taxes, depreciation, and amortization, excluding non-recurring transactions, and stock-based compensation.
Adjusted EBITDA for the year ended December 31, 2024 amounted to loss of $9.1 million as compared to a loss of $20.2 million for the year
ended December 31, 2023. The improved adjusted EBITDA loss was due to the actions taken throughout 2023 and 2024 to better utilize our
resources and reduce our expenses. These actions included the reduction of redundant facilities, cutting research and development, rightsizing
sales and marketing and improved operations.
Reconciliation
of Net Loss to EBITDA, and Adjusted EBITDA
Set
forth below are reconciliations of Net Loss to EBITDA and Adjusted EBITDA for the years ended December 31, 2024 and 2023:
Use
of Non-GAAP Financial Measures
This Annual Report contains
the non-GAAP financial measures EBITDA, and Adjusted EBITDA, to which the most directly comparable financial measure presented in accordance
with accounting principles generally accepted in the U.S. (“U.S. GAAP”) is net income. These measures are not in accordance
with, or alternatives to, U.S. GAAP, and may be calculated differently from similar non-GAAP financial measures used by other companies.
The Company uses Adjusted EBITDA as a supplemental performance measure of our operations, for financial and operational decision-making
and as a supplemental means of evaluating period-to-period comparisons consistently. Adjusted EBITDA is calculated as earnings before
interest, taxes, depreciation, and amortization, non-recurring transactions, and non-cash compensation.
The Company believes the presentation of these non-GAAP financial measures
provides investors with relevant and useful information, as it allows investors to evaluate the operating performance of the business
activities without having to account for differences recognized because of non-core or non-recurring financial information. When U.S.
GAAP financial measures are viewed in conjunction with non-GAAP financial measures, investors are provided with a more meaningful understanding
of our ongoing operating performance. In addition, these non-GAAP financial measures are among those indicators the Company uses as a
basis for evaluating operational performance, allocating resources, and planning and forecasting future periods. Non-GAAP financial measures
are not intended to be considered in isolation, or as a substitute for, U.S. GAAP financial measures. Other companies may calculate both
EBITDA and Adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. To the extent this Annual
Report contains historical or future non-GAAP financial measures, the Company has provided corresponding U.S. GAAP financial measures
for comparative purposes. The reconciliation between certain U.S. GAAP and non-GAAP measures is provided above.
As of December 31, 2024,2025,
we we
had an accumulated deficit of approximately $98.8$115.4 million, short-term debt of $6.1approximately $11.0 million, long-term debt of $20.7 $17.2
million, unrestricted
cash of approximately $764$133 thousand and negative working capital of approximately $7.1$15.4 million.
Management continues to evaluate additional funding alternatives and is seeking to raise additional funds through the issuance of equity or debt securities. In addition, Management has identified and expects to implement additional cost reduction actions to reduce the drain on capital resources.
In accordance with the terms of the Membership Interest Purchase Agreement,
dated August 4, 2022, (the “AXA Agreement”), $2.3 million, or 35% of the net proceeds from the offering, were expected to
be used to pay down the seller’s notnote issued debt to AXA. Based on an agreement reached with AXA 50% of the amount due or $1.1 million
was paid to AXA on July 19, 2023, and the balance was to be paid no later than September 18, 2023. On September 18, 2023, we paid AXA
$200 thousand towards fulfilling our obligation to pay the remaining $1.1 million, and AXA agreed to receive the remaining balance of
$1.0 million in six monthly payments of $158 thousand through April 2024. On January 31, 2025, the parties executed a debt reduction agreement
(the “Debt Reduction Agreement”) pursuant to which the parties agreed to reduce the Base Purchase and the Full Base Amount
(each Price (as defined in the AXA Agreement)) by three million dollars in the aggregate, due to the fact that by December 31, 2024, (i)
our largest shareholder contributed at least three million dollars in equity, (ii) the Company maintained a listing of our securities
on an agreed upon nationally recognized stock exchange and (iii) between February 29, 2024 and April 15, 2024, the Company made all timely
payments owed under the AXA Agreement.
Management
continues to evaluate additional funding alternatives and is seeking to raise additional funds through the issuance of equity or debt
securities.
On
January 16, 2024, we entered into a securities purchase agreement (the “Second SPA”) with certain Company insiders consisting
of HillCour Investment Fund, LLC, an entity controlled by our Chief Executive Officer, Damien Lamendola, (“HillCour”), our
Chairman, Yaron Eitan, and one of our directors, Robert Pons, pursuant to which we agreed and sold 1,322,100 shares of our common stock
in a private placement, at a purchase price of $0.9201 per share (the consolidated closing bid price of our common stock on Nasdaq as
of January 16, 2024). The securities issued in the Second SPA are exempt from the registration requirements of the Securities Act pursuant
to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered
under the Securities Act and may not be sold in the United States absent registration or an exemption from registration.
On February 5, 2024, we entered
into an Agreement of Sale of Future Receipts (the “Libertas Agreement”) with Libertas Funding, LLC (“Libertas”)
to sell future receipts totaling $2.2 million for a purchase price of $1.7 million. The future receipts sold were to be delivered
weekly to Libertas at predetermined amounts over a period of nine months. The agreement contained an early delivery discount fee for delivering
the future receivables before the expiration of the Libertas Agreement and other provisions. Our Chief Executive Officer, Damien Lamendola,
provided a guarantee for the funding agreement through various entities he controls. In April 2024, we repaid $1.8 million to Libertas
to satisfy the Libertas Agreement in full.
On March 7, 2024, we entered into a securities purchase agreement with
HillCour Investment Fund, LLC (“HillCour”) an entity controlled by our Chief Executive Officer, Damien Lamendola, pursuant
to which we sold 910,000 shares of common stock in a private placement to HillCour, at a purchase price of $1.65 per share.
On April 15, 2024, we
entered entered
into a Securities Purchase Agreement (the “JGB Purchase Agreement”) with each of the purchasers that are parties
thereto thereto
(the “Purchasers”) and JGB Collateral LLC (“JGB”),JGB, a Delaware limited liability company, as collateral agent
for the Purchasers (the
“Agent”). Pursuant to the terms of the JGB Purchase Agreement, on April 15, 2024, we issued Senior
Secured Convertible
Debentures due on April 15, 2027 for a principal sum of $11.83 million, subject to the redemption of $5 million at
our election (the “Debentures”).election. In
accordance with the JGB Purchase Agreement, JGB purchased an aggregate of $6.35 million
in principal amount of the Debentures. On
June 21, 2024, we elected not to redeem an additional $5 million of the Debentures with JGB.
On December 30, 2024, we entered into
amendments to the Purchase Agreement (the “Amendment Agreement”) and the Debentures
(each, a “Debenture
Amendment” and collectively, the “Debenture Amendments”) with the Purchasers and the Agent,
to, among other
things, sell Debentures up to an additional aggregate principal amount of $5.4 million, for a total purchase price of
$5.0 million
(the “Additional Investment”). Pursuant to the terms of the Amendment Agreement and the Debenture Amendments,
a total of$2.0of
$2.0 million of the Additional Investment was delivered to the Company at closing, and the balance of $3.0 million of the Additional
Investment is being held in escrow pending satisfaction of certain terms and conditions specified in the Amendment Agreement and the
Debenture Amendments.
On
August 28,May 2024,13, 2025, we entered
into a securities purchase agreement with twoaccredited investors, including HillCour, pursuant to which we agreed
to issue and sell an aggregate of 2,702,702 730,000
shares of our common stock (of which HillCour purchased 1,351,351 shares of common stock)
in a private placement, at a purchase price of $0.481$1.00 per share (or the closing bid price of our common stock on the OTCQX on August
28, 2024).share.
On
December 5,July 2024,17, 2025, we entered into a Securitiessecurities Purchasepurchase Agreementagreement with four
two investors, including YaronHillCour Eitan,Investment ourFund, Chairman,LLC, Stevean Johnson,
entity controlled by Damien Lamendola, our Chief FinancialExecutive Officer and John Powers, our President and Chief Operating Officer, (“HillCour”),
pursuant to which we agreed to issue and sell
an aggregate of 621,194130,208 shares of our shares of common stock (of which Mr. EitanHillCour purchased 110,61986,805 shares of Common Stock, Mr. Johnson
purchased 5,000 shares of common stock and Mr. Powers purchased 10,000 shares of common stock) in a private placement, at a purchase
price of $1.13$1.152 per share.
On July 29, 2025, we entered into a securities purchase agreement with three investors, including HillCour, pursuant to which we agreed to issue and sell an aggregate of 603,640 shares of our common stock (of which HillCour purchased 371,470 shares of common stock) in a private placement, at a purchase price of $1.0768 per share.
On September 10, 2025, we entered into a securities purchase agreement with three investors, including HillCour, pursuant to which we agreed to issue and sell an aggregate of 1,038,519 shares of our common stock (of which HillCour purchased 896,903 shares of common stock) in a private placement, at a purchase price of $1.0592 per share.
On September 30, 2025, we entered into a securities purchase agreement with HillCour, pursuant to which the Company agreed to issue and sell an aggregate of 147,058 shares of our common stock in a private placement, at a purchase price of $1.36 per share.
On November 7, 2025, we entered into a securities purchase agreement with certain investors, including the Company’s Chief Operating Officer and President, an immediate family member of the Chief Executive Officer, the chairman and certain members of the Board, pursuant to which we agreed to issue and sell an aggregate of 3,850,000 shares of our common stock and warrants to purchase up to 7,700,000 shares of our common stock (of which the Company’s Chief Operating Officer and President, an immediate family member of the Chief Executive Officer, the chairman and certain members of the Board purchased 425,000 shares of common stock and warrants to purchase up to 850,000 shares of our common stock) in a private placement, at a purchase price of $1.00 per share and accompanying warrant.
On December 22, 2025, we entered into a securities purchase agreement with certain investors, pursuant to which we agreed to issue and sell an aggregate of 350,000 shares of our common stock and warrants to purchase up to 700,000 shares of our common stock in a private placement, at a purchase price of $1.00 per share and accompanying warrant.
On February 12, 2026, we issued a promissory note in the principal amount of $410,000 to Damien Lamendola, the Company’s Chief Executive Officer. The note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the note is repaid in full. We may repay the note, in whole or in part, together with all interest then accrued and any other sums then due and payable to Mr. Lamendola, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under the note are payable by April 11, 2026 to Mr. Lamendola, or his successors and assigns.
On March 9, 2026, we issued a promissory note in the principal amount of $250,000 to Damien Lamendola, the Company’s Chief Executive Officer. The note accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until the note is repaid in full. We may prepay the note, in whole or in part, together with all interest then accrued and any other sums then due and payable to Mr. Lamendola, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under the note are payable by May 10, 2026 to Mr. Lamendola, or his successors and assigns.
We expect to fund the $465 thousand in restructuring-related cash payments through existing cash on hand. We do not believe these payments will materially impact our ability to meet our other short-term or long-term liquidity requirements. However, the anticipated reduction in go-forward operating expenses is expected to improve our cash flow from operations in future periods.
Comparison
of the Years
Ended December 31, 20242025 and 2023 (in thousands)2024
Net cash used in operating
activities totaled $7.5 million for the year ended December 31, 2025 and $15.2 million for the year ended December 31, 2024 and $15.7 million for the year ended December 31, 2023,2024, a decrease
of $591$7.7 thousandmillion in net cash used in operations. Net cash used in operating activities for the year ended December 31, 20242025 was primarily
driven by our net loss for the period of $22.1$16.6 million, net of (i) non-cash items totaling $13.6$6.9 million and (ii) a decrease in net working
capital items amounting to $6.7$2.2 million.
A
total of $227$500 thousand
was provided by investing activities in the year ended December 31, 20242025 and $1.0$227 millionthousand provided the year
ended December 31, 2023,2024,
an a decreaseincrease of $800$273 thousand. The decreaseincrease in net cash provided by investing activities was mainly due to timing of
the collection of
cash for the sale of a business unit.
Financing activities provided
net cash of $10.7$6.7 million and $5.1$10.7 million
during the years ended December 31, 20242025 and 2023,2024, respectively. In 20242025 the cash provided
from financing activities was primarily due
to proceeds of $4.7$7.0 million from private placements of our common stock, net proceeds
from the issuance of the Debentures of $7.9$3.0 million, proceeds from the sale of future cash receipts of accounts receivable of $1.5 million
partially offset by the repayment of the AXA liability of $631$196 thousand,thousand and repayment of the Debentures of $420 thousand, and payments to
the buyer of receivables of $1.8$3 million.
Goodwill
is recognized and
initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date
acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment
annually, or more
frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill.
The Company
operates in one reporting segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level.
First, the
Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting
unit is
less than it’s carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit
unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable
reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the
Company recognizes an impairment charge in the consolidated statement of operations for the amount by which the carrying amount exceeds
the fair value of the reporting unit. The Company performs our annual goodwill impairment test on December 31. During the yearsyear ended December
December 31, 2024 and 2023,2024, the Company recognized impairments of our goodwill – see Note 6.
We account for share-based
awards issued to employees in accordance
with ASC Topic 718, “Compensation-StockCompensation - Stock Compensation”. In addition, we issue share-based compensation to non-employees in
exchange for services and we account for these in accordance with the provisions of Accounting Standards Update (“ASU”)
2018-07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). Compensation expense is
is measured at the grant date, based on the calculated fair value of the award, and recognized as an expense over the requisite service period,
period, which is generally the vesting period of the grant. For modification of share-based payment awards, we record the incremental
fair value
of the modified award as share-based compensation on the date of modification for vested awards or over the remaining vesting
period for
unvested awards. The incremental compensation is the excess of the fair value of the modified award on the date of modification
over the
fair value of the original award immediately before the modification. The sum of the incremental compensation cost and the remaining unrecognized
unrecognized compensation cost for the original award on the modification date is recognized over the requisite service period.
What changed in the latest 10-Q
Risk Factors
Largest changes
Due to our limited operating history, we have a limited customer base and have depended on a few major customers for a significant portion of our revenue. For the three and six month periods endedsee in full comparisonMarch 31,June 30, 2026 and 2025, we had no single customer that accounted for more than 10% of total revenue. AtMarchJune31,30, 2026,onetwocustomercustomers accounted for10.1%18.0% and 16.0% of accounts receivable. As of December 31, 2025, two customers accounted for 19.5% and 19.1% of accounts receivable.
Full comparison: every changed paragraph (1)
Due to our limited operating history, we have a limited
customer base and have depended on a few major customers for a significant portion of our revenue. For the three and six month periods ended March
31,June 30, 2026 and 2025, we had no single customer that accounted for more than 10% of total revenue. At MarchJune 31,30, 2026, onetwo customercustomers accounted
for 10.1%18.0% and 16.0% of accounts receivable. As of December 31, 2025, two customers accounted for 19.5% and 19.1% of accounts receivable.
Management's Discussion & Analysis (MD&A)
New heading “JGB Purchase Agreement and the Amendment Agreement”
New heading “Promissory Notes”
New heading “The AXA Amendment”
New heading “Securities Purchase Agreement”
Largest changes
We incurredsee in full comparison$2.1$3.1 million of general and administrative expenses for the three months endedMarchJune31,30, 2026, compared to$2.3$2.5 million for the three months endedMarchJune31,30, 2025, representingaandecreaseincrease of$153$586 thousand. Thedecreaseincrease isdueprimarily attributable totheanactionsinvestmenttakeninthroughout 2025labor, general and2026administrativeto streamline the Company’s TPA operations and lower equity compensation costs in 2026.expenses.
“We incurred $5.2 million of general and administrative expenses for the six months ended June 30, 2026, compared to $4.8 million for the six months ended June 30, 2025, representing an increase of $433 thousand. The increase is primarily attributable to an investment in labor, general and administrative expenses.”see in full comparison
Full comparison: every changed paragraph (40)
Based
on our current financial condition, our Board of Directors (the “Board”), supported by our management team, is considering
exploring strategic alternatives focused on maximizing shareholder value. Strategic alternatives may include, among others, a strategic
investment financing which would allow us to pursue our current business plan to commercialize our products, a business combination such
as a merger with another party, or a sale of the Company.
The
unaudited condensed consolidated financial statements of Marpai, IncInc. and the discussion of the results of our operations in this Quarterly
Report, reflect the results of the operations of Marpai for all periods presented. The results for the three and six months ended MarchJune 31,30, 2026,
as applicable, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Comparison
of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
(dollars in thousands)
During
the three months ended MarchJune 31,30, 2026 and 2025, our total revenue was $4.4$4.2 million and $5.4$4.7 million, respectively, representing a decrease
in revenue of $974$490 thousand. The decline is primarily due to customer turnover. The market is evolving, and we are adapting our approach
to better serve our customers’ needs.
During the six months ended June 30, 2026 and 2025, our total revenue was $8.6 million and $10.1 million, respectively, representing a decrease in revenue of $1.5 million. The decline is primarily due to customer turnover. The market is evolving, and we are adapting our approach to better serve our customers’ needs.
During
the three months ended MarchJune 31,30, 2026 and 2025, our cost of revenue, exclusive of depreciation and amortization,revenue was $3.2 million and
$3.5 $3.9 million, respectively, representing a decrease of $245$741 thousand. The decrease is primarily driven by the reduction in sales.
During the six months ended June 30, 2026 and 2025, our cost of revenue was $6.4 million and $7.4 million, respectively, representing a decrease of $987 thousand. The decrease is primarily driven by the reduction in sales.
We
incurred $2.1$3.1 million of general and administrative expenses for the three months ended MarchJune 31,30, 2026, compared to $2.3$2.5 million for
the three months ended MarchJune 31,30, 2025, representing aan decreaseincrease of $153$586 thousand. The decreaseincrease is dueprimarily attributable to thean actionsinvestment takenin throughout
2025labor, general and 2026administrative to streamline the Company’s TPA operations and lower equity compensation costs in 2026.expenses.
We incurred $5.2 million of general and administrative expenses for the six months ended June 30, 2026, compared to $4.8 million for the six months ended June 30, 2025, representing an increase of $433 thousand. The increase is primarily attributable to an investment in labor, general and administrative expenses.
We
incurred $1.2$1.1 million of information technology expenses for the three months ended MarchJune 31,30, 2026, compared to $1.4$1.3 million for the
three months ended MarchJune 31,30, 2025, representing a decrease of $233$182 thousand. The decrease is due to the actions taken throughout 2025
and 2026 to streamline the Company’s TPA operations.
We incurred $2.3 million of information technology expenses for the six months ended June 30, 2026, compared to $2.7 million for the six months ended June 30, 2025, representing a decrease of $415 thousand. The decrease is due to the actions taken throughout 2025 and 2026 to streamline the Company’s operations.
We
incurred $229$136 thousand of sales and marketing expenses for the three months ended MarchJune 31,30, 2026, compared to $245$312 thousand for the three
months ended MarchJune 31,30, 2025, representing a decrease of $16$176 thousand. The reason for the decrease is due to the actions takenimprovement in 2025
andour earlyoperating 2026 to improve overall efficiency and resource allocation.efficiency.
We incurred $365 thousand of sales and marketing expenses for the six months ended June 30, 2026, compared to $556 thousand for the six months ended June 30, 2025, representing a decrease of $191 thousand. The decrease is due to improvement in our operating efficiency.
We incurred $0 of research and development expenses for the three months ended June 30, 2026 and 2025.
We
incurred $0 of research and development expenses for the threesix months ended MarchJune 31,30, 2026, compared to $7 thousand for the threesix months
ended MarchJune 31,30, 2025. The reason for the decrease is due to the actionselimination takenof inour 2025in-house todevelopment consolidate certain departments to improve overall
efficiency and resource allocation.activities.
We
incurred $60 thousand$0 of depreciation and amortization expenses for the three months ended MarchJune 31,30, 2026, compared to $107 thousand
for the three months ended MarchJune 31,30, 2025, representing a decrease of $47$107 thousand. This decrease was primarily due to the full depreciation
or elimination of all fixed assets during earlythe 2025.first quarter of 2026.
We incurred $60 thousand of depreciation and amortization expenses for the six months ended June 30, 2026, compared to $214 thousand for the six months ended June 30, 2025, representing a decrease of $154 thousand. This decrease was primarily due to the full depreciation or elimination of fixed assets during early 2025 and 2026.
We
incurred facilities expenses of $113$116 thousand for the three months ended MarchJune 31,30, 2026, compared to facilities expenses of $152$160 thousand
for the three months ended MarchJune 31,30, 2025, representing a decrease of $39$44 thousand. The decrease in facilities expenses was due to the
strategic decommissioning of unutilized facilities and equipment in 2025.
We incurred facilities expenses of $229 thousand for the six months ended June 30, 2026, compared to facilities expenses of $311 thousand for the six months ended June 30, 2025, representing a decrease of $82 thousand. The decrease in facilities expenses was due to the strategic decommissioning of unutilized facilities and equipment in 2025.
We
incurred $775$1.2 thousandmillion of net interest expense for the three months ended MarchJune 31,30, 2026, compared to $819$813 thousand for the three months
ended MarchJune 31,30, 2025, representing aan decreaseincrease of $44$414 thousand primarily due to a non-cash adjustment to the decreasedcarrying loan balanceamount of the JGBCompany’s Collateralobligation LLCto loan.AXA.
We incurred $2.0 million of net interest expense for the six months ended June 30, 2026, compared to $1.6 million for the six months ended June 30, 2025, representing an increase of $369 thousand primarily due to a non-cash adjustment to the carrying amount of the Company’s obligation to AXA.
As of MarchJune 31,30, 2026, we had an accumulated deficit
of approximately $118.6$123.2 million, unrestricted cash and cash equivalents of approximately $201$138 thousand and negative working capital of
approximately $16.7$14.5 million. For the threesix months ended MarchJune 31,30, 2026, we recognized a net loss of approximately $3.2$7.8 million and negative
cash flows from operations of approximately $477$4.6 thousand.million.
We
have spent most of our cash resources on funding our operating activities. Through MarchJune 31,30, 2026, we have financed our operations primarily
with the proceeds from loans, the issuance of convertible notes and warrants, and sales of our equity securities.
JGB Purchase Agreement and the Amendment Agreement
On April 15, 2024, we entered into a Securities Purchase
Agreement (the “JGB Purchase Agreement”) with each of the purchasers that are parties thereto (the “Purchasers”)
and JGB,JGB Collateral LLC (“JGB”), a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”). Pursuant to the terms
of the JGB Purchase Agreement, on April 15, 2024, we issued Senior Secured Convertible Debentures (the “Debentures”) due on April 15, 2027 for a principal
sum of $11.83$11.8 million, subject to the redemption of $5 million at our election. In accordance with the JGB Purchase Agreement, JGB purchased
an aggregate of $6.35$6.8 million in principal amount of the Debentures.Debentures, Onin exchange for $6.0 million in funding. Effective June 21, 2024, we elected not to redeem up to an additionalaggregate $5of $5.0 million
of the Debentures with JGB.Debentures.
On December 30, 2024, we entered into amendments
to the JGB Purchase Agreement (the “Amendment Agreement”) and the Debentures (each, a “Debenture Amendment” and collectively,
the “Debenture Amendments”), with the PurchasersPurchasers, the Agent and the Agent,other parties thereto, as applicable, to, among other things, sell Debentures up to an additional
aggregate principal amount of $5.4 million, for a total purchase priceproceeds of $5.0$5 million (the “Additional Investment”). Pursuant
to the terms of the Amendment Agreement and the Debenture Amendments, a total of $2.0 million of the Additional Investment was delivered
to the Companyus at closing, and the balance ofremaining $3.0 million of the Additional Investment is beingwas held in escrow pending satisfaction
of certain terms and conditions specified in the Amendment Agreement and the Debenture Amendments. On January 17, 2025, we received proceeds of $3.0 million from the Additional Investment that had been held in escrow pending satisfaction of certain terms and conditions specified in the Amendment Agreement and the Debenture Amendments.
Promissory Notes
On June 22, 2026, we satisfied all outstanding principal balances through full repayment to the related party.
The AXA Amendment
On July 16, 2026, we entered into Amendment No. 2 to a purchase agreement with AXA (the “AXA Amendment”). The AXA Amendment amends a Membership Interest Purchase Agreement, dated August 4, 2022, as amended on February 7, 2024 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC.
The AXA Amendment also provides that the Company shall make minimum annual payments of not less than $0, $1.0 million, $5.0 million and approximately $22.3 million during the years ending December 31, 2026, 2027, 2028 and 2029, respectively. In addition, the Company agreed not to incur additional indebtedness other than its currently outstanding indebtedness.
Subsequent to June 30, 2026, on July 29, 2026, the Company entered into a securities purchase agreement for the issuance and sale of 12,100 shares of newly designated Series A Preferred Stock for aggregate gross proceeds of $12.1 million. As a result of the Offering and pursuant to the terms of the AXA Amendment, approximately $2.45 million became payable to AXA based on the applicable net offering proceeds. Accordingly, approximately $2.45 million of the AXA liability is reflected as a current liability, with the remaining balance reflected as a non-current liability in the accompanying unaudited condensed consolidated balance sheet.
Securities Purchase Agreement
On July 29, 2026, we entered into securities purchase agreements (each, a “Securities Purchase Agreement”) with accredited investors relating to an offering (the “Offering”) and the sale of an aggregate of 12,100 shares of newly designated Series A Preferred Stock (the “Preferred Stock”) at a purchase price of $1.0 thousand for each share of Preferred Stock. The aggregate gross proceeds to us from the Offering are expected to be approximately $12.1 million. We expect the Offering to close upon satisfaction of customary closing conditions.
The
following table summarizes selected information about our sources and uses of cash and cash equivalents for the threesix months ended March
31,June 30, 2026 and 2025:
Comparison
of the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025
Net
cash used in operating activities totaled $477$4.6 thousandmillion for the threesix months ended MarchJune 31,30, 2026, and the net cash used in operating
activities totaled $115$3.3 thousandmillion for the threesix months ended MarchJune 31,30, 2025. Net cash used in operating activities was primarily driven
by our net loss for the period of $3.2$7.8 million, net of (i) non-cash items totaling $777$2.8 thousandmillion and (ii) aan decreaseincrease in net working capital
items amounting to $1.9$365 million.thousand.
A
total of $0 was provided by investing activities for the threesix months ended MarchJune 31,30, 2026 and $500 thousand for the threesix months ended
March 31,June 30, 2025. The net cash provided by investing activities in the first half of 2025 was due to the collection of cash for the sale of a business unit in the
first quarter 2025.
A
total of $160$2.2 thousandmillion was provided fromto us by financing activities during the threesix months ended MarchJune 31,30, 2026, aan decreaseincrease of $1.7$328 million
thousand compared to $1.9 million provided to us for the threesix months ended MarchJune 31,30, 2025. The net cash provided byin financing activities for the threesix months
ended MarchJune 31,30, 2026 was from a vendor financing advance of $2.0 million, related party loans of $660 thousand, a related party advance of $1.0 million, offset by the repayment of related party loans of $660 thousand offset by theand repayment of senior secured convertible debentures in
the amount of $500$800 thousand. The net proceeds for 2025 were provided from senior secured convertible debentures issued on April 15, 2024,
in the amount of $2.3$1.3 million, the proceeds from private placement offerings of $730 thousand and partially offset by the repayment of the loan to AXA S.A., a French société anonyme,AXA, in
connection with our acquisition of Maestro Health on November 1, 2022, of $196 thousand.
MRAI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 11,100 shares, about $3.4K) and open-market sales in 0 filings. Net open-market shares: 11,100 (purchases minus sales); net value about $3.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-02 | Johnson Steve Andrew |
Open-market purchase | 1,100 | $0.62 | $682 |
| 2026-05-29 | Eitan Yaron |
Grant/award | 175,000 | — | — |
| 2026-05-29 | Johnson Steve Andrew |
Grant/award | 125,000 | — | — |
| 2026-05-29 | Shiv Sagiv |
Grant/award |
125,000 | — | — |
| 2026-05-29 | Pons Robert M |
Grant/award | 100,000 | — | — |
| 2026-05-29 | Calabrese Jennifer Rosario |
Grant/award |
100,000 | — | — |
| 2026-05-29 | Lamendola Damien |
Grant/award | 300,000 | — | — |
| 2026-05-29 | Diclaudio Colleen |
Grant/award |
125,000 | — | — |
| 2026-05-20 | Eitan Yaron |
Open-market purchase | 10,000 | $0.27 | $2.7K |
| 2025-12-08 | Eitan Yaron |
Disposition to issuer | 50,000 | — | — |
| 2025-12-08 | Shiv Sagiv |
Disposition to issuer |
50,000 | — | — |
| 2025-12-08 | Pons Robert M |
Disposition to issuer | 50,000 | — | — |
| 2025-12-08 | Calabrese Jennifer Rosario |
Disposition to issuer |
50,000 | — | — |
Well-known investors holding MRAI (13F)
None of the 59 investors we track reported a position in their latest 13F.