8-K
Marpai, Inc. (MRAI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):August 13, 2025
MARPAI, INC.
(Exact name of Registrant as Specified in ItsCharter)
| Delaware | 001-40904 | 86-1916231 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
| 615 Channelside Drive, Suite 207 | ||
| --- | --- | |
| Tampa, Florida | 33602 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (855) 389-7330
(Former Name or Former Address, if Changed SinceLast 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b)of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.0001 per share | MRAI | OTCQX Market |
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 ☒
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2025, Marpai, Inc. issued a press release providing selected financial information for the three and six months ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 2.02 in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press release of Marpai, Inc. dated August 13, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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.
| MARPAI, INC. | |||
|---|---|---|---|
| Date: August 13, 2025 | By: | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | ||
| Title: | Chief Executive Officer |
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Exhibit99.1
MARPAIreports Second QUARTER 2025 financial results
Marpai Slashes Losses by Two-Thirds in Q22025, Paving the Way to Profitability.Operating Expenses Cut 70% as Turnaround Gains Traction
Tampa, August 13, 2025, Marpai, Inc. (“Marpai” or the “Company”) (OTCQX: MRAI), a leader in innovative healthcare technology and Third-Party Administration (TPA) services, today announced second quarter 2025 results that mark a decisive step forward in its turnaround strategy.
The Company delivered substantial quarterly year-over-year improvements across key financial metrics:
| · | Operating expenses down 70%, saving $9.9 million |
|---|---|
| · | Operating loss reduced by 71% to $3.6 million,<br>an $8.7 million improvement |
| --- | --- |
| · | Net loss reduced by 66% to $4.4 million, also<br>an $8.7 million improvement |
| --- | --- |
| · | Net loss per share improved by $0.95 |
| --- | --- |
| · | Net revenues down $2.5 million |
| --- | --- |
“We believe that our turnaround is real and accelerating,” said Damien Lamendola, Chief Executive Officer of Marpai. “In just one year, we have significantly strengthened our financial position by cutting costs, streamlining operations, and staying laser-focused on profitability. We estimate that we are on track to deliver a profitable company in the first quarter of 2026. Our pipeline of new business for January 1st 2026 is strong, and we expect to make a major infrastructure investment in Q3 to further improve efficiency and client service. I believe deeply in Marpai’s future. That’s why I continue to invest my own personal capital in the company.
While net revenues for the quarter were $4.7 million, down $2.5 million from the same quarter last year due to transitional impacts, the Company’s sharp focus on cost control and operational discipline has resulted in a much leaner, stronger platform for growth.”
Webcast and Conference Call Information
Marpai expects to host a conference call and webcast on Thursday, August 14, 2025, at 8:30 a.m. ET to review the Company's operational and financial highlights for its second quarter ended June 30, 2025.
Investors interested in listening to the conference call may do so by dialing (800)-836-8184 for domestic callers or +1-646-357-8785 for international callers, or via webcast: https://app.webinar.net/pD32GbLd5Mx
About Marpai, Inc.
Marpai, Inc. (OTCQX: MRAI) is a technology platform company which operates subsidiaries that provide TPA and value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $150 billion TPA sector serving self-funded employer health plans representing over $1.5 trillion in annual claims. Through its Marpai Saves initiative, the Company works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release. Investors are invited to visit https://ir.marpaihealth.com.
Investor Relations contact:
Steve Johnson
steve.johnson@marpaihealth.com
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," “guidance,” "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions. For example, the Company is using forward-looking statements when it discusses that it continues to make strong progress with its turnaround efforts, that improvements in its operating expenses and bottom line signals a critical inflection point for the Company, that it expects to make a major infrastructure investment in the third quarter, its belief that it is on track to achieve profitability in the first quarter of 2026 and that its focus on cost control and operational discipline has resulted in a much leaner, stronger platform for growth. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai's current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai's filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.
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MARPAI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| December 31, <br> 2024 | |||||
|---|---|---|---|---|---|
| ASSETS: | |||||
| Current assets: | |||||
| Cash and cash equivalents | 619 | $ | 764 | ||
| Restricted cash | 7,661 | 8,468 | |||
| Accounts receivable, net of allowance for credit losses of 1 and 1 as of June 30, 2025, and December 31, 2024, respectively | 548 | 837 | |||
| Unbilled receivables | 914 | 569 | |||
| Due from buyer for sale of business unit | — | 500 | |||
| Prepaid expenses and other current assets | 590 | 759 | |||
| Total current assets | 10,332 | 11,897 | |||
| Capitalized software, net | 227 | 441 | |||
| Operating lease right-of-use assets | 265 | 296 | |||
| Security deposits | 229 | 229 | |||
| Other long-term asset | 8 | 15 | |||
| Total assets | 11,061 | $ | 12,878 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current liabilities: | |||||
| Accounts payable | 3,588 | $ | 3,109 | ||
| Accrued expenses | 2,069 | 2,585 | |||
| Accrued fiduciary obligations | 7,179 | 6,308 | |||
| Deferred revenue | 743 | 625 | |||
| Current portion of operating lease liabilities | 250 | 244 | |||
| Current portion of convertible debentures, net | 3,037 | 3,106 | |||
| Other short-term liabilities | 2,868 | 3,005 | |||
| Total current liabilities | 19,734 | 18,982 | |||
| Other long-term liabilities | 15,719 | 14,891 | |||
| Convertible debentures, net of current portion | 7,311 | 5,921 | |||
| Operating lease liabilities, net of current portion | 664 | 793 | |||
| Total liabilities | 43,428 | 40,587 | |||
| COMMITMENTS AND CONTINGENCIES (Note 16) | |||||
| STOCKHOLDERS’ DEFICIT | |||||
| Common stock, 0.0001 par value, 227,791,050 shares authorized; 16,536,186 shares and 14,237,176 shares issued and outstanding at June 30, 2025, and December 31, 2024, respectively | 2 | 1 | |||
| Additional paid-in capital | 73,905 | 71,124 | |||
| Accumulated deficit | (106,274 | ) | (98,834 | ) | |
| Total stockholders’ deficit | (32,367 | ) | (27,709 | ) | |
| Total liabilities and stockholders’ deficit | 11,061 | $ | 12,878 |
All values are in US Dollars.
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MARPAI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except share and per share data)
| Three months ended <br> June 30, | Six months ended <br> June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 4,656 | $ | 7,189 | $ | 10,074 | $ | 14,574 | ||||
| Costs and expenses | ||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 3,910 | 5,174 | 7,395 | 10,045 | ||||||||
| General and administrative | 2,483 | 3,721 | 4,766 | 7,142 | ||||||||
| Information technology | 1,291 | 1,210 | 2,681 | 2,334 | ||||||||
| Sales and marketing | 312 | 436 | 556 | 1,038 | ||||||||
| Research and development | — | 8 | 7 | 15 | ||||||||
| Depreciation and amortization | 107 | 914 | 214 | 1,865 | ||||||||
| Impairment of goodwill and intangible assets | — | 7,588 | — | 7,588 | ||||||||
| Facilities | 160 | 411 | 311 | 885 | ||||||||
| Total costs and expenses | 8,263 | 19,462 | 15,930 | 30,912 | ||||||||
| Operating loss | (3,607 | ) | (12,273 | ) | (5,856 | ) | (16,338 | ) | ||||
| Other income (expenses) | ||||||||||||
| Other income | 49 | 120 | 49 | 240 | ||||||||
| Interest expense, net | (813 | ) | (872 | ) | (1,633 | ) | (1,270 | ) | ||||
| Foreign exchange loss | — | (1 | ) | — | (4 | ) | ||||||
| Loss before provision for income taxes | (4,371 | ) | (13,026 | ) | (7,440 | ) | (17,372 | ) | ||||
| Income tax expense | — | — | — | — | ||||||||
| Net loss | $ | (4,371 | ) | $ | (13,026 | ) | $ | (7,440 | ) | $ | (17,372 | ) |
| Net loss per share, basic and fully diluted | $ | (0.28 | ) | $ | (1.23 | ) | $ | (0.49 | ) | $ | (1.73 | ) |
| Weighted average shares of common stock outstanding, basic and diluted | 15,503,132 | 10,626,516 | 15,140,332 | 10,016,146 |
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MARPAI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Six months ended<br> June 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (7,440 | ) | $ | (17,372 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 214 | 1,865 | ||||
| Loss on sale of receivables | — | 306 | ||||
| Share-based compensation | 1,043 | 2,421 | ||||
| Amortization of right-of-use asset | 31 | 120 | ||||
| Non-cash interest | 914 | 646 | ||||
| Amortization of debt premium and debt issuance costs | (17 | ) | 62 | |||
| Impairment of goodwill and intangible assets | — | 7,588 | ||||
| Issuance of common stock to vendors in exchange for services | 1,008 | — | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable and unbilled receivables | (56 | ) | 519 | |||
| Prepaid expenses and other assets | 176 | (66 | ) | |||
| Accounts payable | 479 | (1,477 | ) | |||
| Accrued expenses | (516 | ) | (173 | ) | ||
| Accrued fiduciary obligations | 871 | (1,625 | ) | |||
| Operating lease liabilities | (123 | ) | (250 | ) | ||
| Other liabilities | 92 | 731 | ||||
| Net cash used in operating activities | (3,324 | ) | (6,705 | ) | ||
| Cash flows from investing activities: | ||||||
| Proceeds from sale of business unit | 500 | — | ||||
| Net cash provided by investing activities | 500 | — | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from sale of future cash receipts on accounts receivable | — | 1,509 | ||||
| Proceeds from issuance of convertible debentures (Note 7) | 3,000 | 5,978 | ||||
| Payments of debt issuance costs | (162 | ) | (499 | ) | ||
| Payments to buyer of receivables | — | (1,816 | ) | |||
| Payments on convertible debentures (Note 7) | (1,500 | ) | — | |||
| Payments to seller for acquisition | (196 | ) | (631 | ) | ||
| Proceeds from issuance of common stock in a private offering, net | 730 | 2,727 | ||||
| Net cash provided by financing activities | 1,872 | 7,268 | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | (952 | ) | 563 | |||
| Cash, cash equivalents and restricted cash at beginning of period | 9,232 | 13,492 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 8,280 | $ | 14,055 | ||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheet | ||||||
| Cash and cash equivalents | $ | 619 | $ | 1,293 | ||
| Restricted cash | 7,661 | 12,762 | ||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows | $ | 8,280 | $ | 14,055 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for interest | $ | 781 | $ | 1,259 |
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