Marpai, Inc 10-K for FY2021

Marpai, Inc. (MRAI)

10-K 2022-03-30 For: 2021-12-31

Added on April 09, 2026

About this 10-K

Marpai, Inc filed this 10-K on March 30, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $14.23M
Net loss: $15.98M; compared with a net loss of $3.87M a year earlier
Diluted EPS: -$1.59; compared with -$1.60 a year earlier

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Delaware		86-1916231
(State or other jurisdiction of Identification No.)		(I.R.S. Employer incorporation or organization)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, par value $0.0001	MRAI	The Nasdaq Capital Market LLC


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒	Emerging growth company ☒


		Page

PART I		1

Item 1.	Business	1

Item 1A.	Risk Factors	15

Item 1B.	Unresolved Staff Comments	43

Item 2.	Properties	43

Item 3.	Legal Proceedings	43

Item 4.	Mine Safety Disclosures	44

PART II		45

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45

Item 6.	[Reserved]	45

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52

Item 8.	Financial Statements and Supplementary Data	52

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	52

Item 9A.	Controls and Procedures	52

Item 9B.	Other Information	54

Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54

PART III		55

Item 10.	Directors, Executive Officers and Corporate Governance	55

Item 11.	Executive Compensation	63

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67

Item 13.	Certain Relationships and Related Transactions, and Director Independence	69

Item 14.	Principal Accountant Fees and Services	72

PART IV		73

Item 15.	Exhibit and Financial Statement Schedules	73

Item 16.	Form 10-K Summary	78


Name	Combined Company Position(s)	Position(s) at Marpai Health
Edmundo Gonzalez	Chief Executive Officer, Secretary, and Director	Co-founder, CEO, and Director of Marpai Health


	Years Ended December 31,
	2021	2020	Change	%
Revenue
Revenue	14,226,794	—	14,226,794	n/a
Costs and Expenses
Cost of revenue (exclusive of depreciation and
amortization shown separately below)	10,289,578	—	10,289,578	n/a
Research and development	1,733,964	1,766,388	(32,424)	(1.8)	%
General and administrative	8,055,572	1,499,376	6,566,196	437.3	%
Sales and marketing	4,965,209	27,583	4,937,626	17,901.0	%
Information technology	2,492,060	—	2,492,060	n/a
Facilities	589,926	—	589,926	n/a
Depreciation and amortization	1,961,733	74,384	1,887,349	2,537.3	%
Total Costs and Expenses	30,088,042	3,367,731	26,720,311	793.4	%
Operating Loss	(15,861,248)	(3,367,731)	(12,493,517)	371.0	%
Other income and (expenses)
Interest expense	(427,178)	(521,140)	93,962	(18.00)	%
Other income, net	172,513	25,846	146,667	567.5	%
Foreign exchange loss	(18,922)	(4,959)	(13,963)	281.6	%
Total other income (expense)	(273,587)	(500,253)	226,666	(45.3)	%
Loss before income taxes	(16,134,835)	(3,867,984)	(12,266,851)	317.1	%
Income tax benefit	(150,000)	—	(150,000)	n/a
Net Loss	(15,984,835)	(3,867,984)	(12,116,851)	313.3	%
Net loss per share, basic and fully diluted	(1.59)	(1.60)	0.01	0.6	%


	Year Ended December 31,
	2021		2020
Net cash (used in) operating activities	$	(10,795,252)	$	(1,949,279)
Net cash provided by (used in) investing activities		9,643,740		(554,065)
Net cash provided by financing activities		25,267,223		4,075,000
Net increase in cash and cash equivalents	$	24,115,711	$	1,571,656

Name	Age	Position	Date First Elected or Appointed
Edmundo Gonzalez	48	Chief Executive Officer, Secretary and Director	April 1, 2021
Yoram Bibring	64	Chief Financial Officer	September 1, 2021
Ronnie Brown	68	Chief Operating Officer	April 1, 2021
Arthur Hoath, IV	52	Chief Revenue Officer	April 5, 2021
Alice Roth	60	President (Marpai Labs)	July 17, 2021
Lutz Finger	50	President, Product and Development	February 28, 2022
Yaron Eitan	64	Chairman of the Board of Directors	April 1, 2021
Damien Lamendola	65	Director	April 1, 2021
Gonen Antebi	48	Director	October 28, 2021
Mr. Moazami	61	Director	March 30, 2022
Vincent Kane	48	Director	October 28, 2021
Colleen DiClaudio	43	Director	October 28, 2021


						Stock
		Salary		Bonus		Awards		All Other		Total
Name and Principal Position	Year	($)		($)		($)		Compensation		($)
Edmundo Gonzalez, Chief Executive Officer and Director (1)	2020		—		—			$	181,500	$	181,500
	2021	$	218,139		—			$	69,667	$	287,806
Mordechai Geva, Former Chief Technology Officer (2)	2020	$	226,427		—					$	226,427
	2021	$	293,364		—					$	293,364
Arthur Hoath, IV, Chief Revenue Officer (3)	2020	$	—		—		—			$	—
	2021	$	245,191		—		125,404			$	370,595
Yoram Bibring, Chief Financial Officer (4)	2020	$	—		—	$	—			$	—
	2021	$	76,500	$	50,000		117,378			$	243,878


				Percentage
				Of Shares
	Beneficial Number of			Beneficially
Name of Beneficial Owner	Shares⁽¹⁾			Owned
Directors and Named Executive Officers
Edmundo Gonzalez		1,532,839	⁽²⁾		7.4	%
Yaron Eitan		887,607	⁽³⁾		4.3	%
Ronnie Brown		45,555	⁽⁴⁾		*
Yoram Bibring		20,625	⁽⁵⁾		*
Alice Roth		—			—
Art Hoath		—			—
Damien Lamendola		6,254,129	⁽⁶⁾		30.3	%
Gonen Antebi		—			—
Colleen DiClaudio		—			—
Lutz Finger		—			—
Vincent Kane		54,760			*
Jane Cavalier Lucas ⁽⁸⁾		33,634			*
Mohsen Moazami		—			—
All Directors and Executive Officers as a Group (12 Persons)		8,829,149	⁽⁷⁾		41.4	%


	Year ended		Year ended
	December 31,		December 31,
	2021		2020
Audit Fees	$	443,170	$	67,146

Audit-Related Fees	$	None	$	None

Tax Fees	$	None	$	None

All Other Fees	$	None	$	None

Total Fees	$	443,170	$	67,146

Exhibit No.		Description
2.1		Form of Equity Interest Purchase and Reorganization Agreement, by and among Marpai, Inc., Marpai Health, Inc., the Noteholders and Stockholders of Marpai Health, Inc., Continental Benefits, LLC, WellEnterprises USA, LLC and HillCour, Inc. (incorporated by reference to Exhibit 2.1 to registration statement on Form S-1 filed on October 25, 2021).
2.2		Amended and Restated Equity Interest Purchase and Reorganization Agreement, by and among Marpai, Inc., Marpai Health, Inc., the Noteholders and Stockholders of Marpai Health, Inc., Continental Benefits, LLC, WellEnterprises USA, LLC and HillCour, Inc., dated as of April 1, 2021 (incorporated by reference to Exhibit 2.2 to registration statement on Form S-1 filed on October 25, 2021).
2.3		Form of Addendum to Amended and Restated Equity Interest Purchase and Reorganization Agreement, by and among Marpai, Inc., Marpai Health, Inc., the Noteholders and Stockholders of Marpai Health, Inc., Continental Benefits, LLC, WellEnterprises USA, LLC and HillCour, Inc. (incorporated by reference to Exhibit 2.3 to registration statement on Form S-1 filed on October 25, 2021).
2.4		Addendum to Amended and Restated Equity Interest Purchase and Reorganization Agreement, by and among Marpai, Inc., Marpai Health, Inc., the Noteholders and Stockholders of Marpai Health, Inc., Continental Benefits, LLC, WellEnterprises USA, LLC and HillCour, Inc., dated as of May 7, 2021 (incorporated by reference to Exhibit 2.4 to registration statement on Form S-1 filed on October 25, 2021).
3.1		Certificate of Incorporation of the Company, dated January 22, 2021 (incorporated by reference to Exhibit 3.1 to registration statement on Form S-1 filed on October 25, 2021).
3.2		Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to registration statement on Form S-1 filed on October 25, 2021).
3.3		Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to registration statement on Form S-1 filed on October 25, 2021).
3.4		Amended and Restated Certificate of Incorporation of the Registrant, dated March 31, 2021 (incorporated by reference to Exhibit 3.4 to registration statement on Form S-1 filed on October 25, 2021).
3.5		Second Amended and Restated Certificate of Incorporation of the Registrant, dated July 8, 2021(incorporated by reference to Exhibit 3.5 to registration statement on Form S-1 filed on October 25, 2021).
3.6		Amendment to Second Amended and Restated Certificate of Incorporation of the Registrant, dated September 2, 2021 (incorporated by reference to Exhibit 3.6 to registration statement on Form S-1 filed on October 25, 2021).
4.1		Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to registration statement on Form S-1 filed on October 25, 2021).
4.2		Form of Representative’s Warrant
4.3		Warrant to Purchase Common Stock between Marpai Health, Inc. and HillCour Investment Fund, LLC issued January 17, 2020 (incorporated by reference to Exhibit 4.3 to registration statement on Form S-1 filed on October 25, 2021).
4.4		Note Purchase Agreement and Convertible Promissory Note dated March 25, 2019, between CITTA, Inc. and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.1 to registration statement on Form S-1 filed on October 25, 2021).
4.5		Note Purchase Agreement and Convertible Promissory Note dated September 12, 2019, between CITTA, Inc. and Weatherford Holdings, LLC (incorporated by reference to Exhibit 4.5 to registration statement on Form S-1 filed on October 25, 2021).
4.6		Note Purchase Agreement and Convertible Promissory Note dated October 16, 2019, between Marpai Health, Inc. and EM Sidewater Associates II (incorporated by reference to Exhibit 4.6 to registration statement on Form S-1 filed on October 25, 2021).
4.7		Note Purchase Agreement and Convertible Promissory Note dated October 16, 2019, between Marpai Health, Inc., and Sidewater Associates I (incorporated by reference to Exhibit 4.7 to registration statement on Form S-1 filed on October 25, 2021).
4.8		Convertible Promissory Note between CITTA Inc. and SQN Venture Income Fund, L.P., dated October 24, 2019 (incorporated by reference to Exhibit 4.8 to registration statement on Form S-1 filed on October 25, 2021).

4.9		Note Purchase Agreement and Convertible Promissory Note dated September 16, 2019, between Marpai Health, Inc., and Pishinano Holdings Co. Ltd. (incorporated by reference to Exhibit 4.9 to registration statement on Form S-1 filed on October 25, 2021).
4.10		Note Purchase Agreement and Convertible Promissory Note dated January 14, 2020, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.10 to registration statement on Form S-1 filed on October 25, 2021).
4.11		Note Purchase Agreement dated January 17, 2020 and Convertible Promissory Note dated May 27, 2020, between Marpai Health, Inc., and Grays West Ventures LLC (incorporated by reference to Exhibit 4.11 to registration statement on Form S-1 filed on October 25, 2021).
4.12		Note Purchase Agreement and Convertible Promissory Note dated January 17, 2020, between Marpai Health, Inc. and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.12 to registration statement on Form S-1 filed on October 25, 2021).
4.13		Note Purchase Agreement dated May 7, 2020 and Convertible Promissory Note dated May 7, 2020, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.13 to registration statement on Form S-1 filed on October 25, 2021).
4.14		Note Purchase Agreement dated May 7, 2020 and Convertible Promissory Note dated May 7, 2020, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.14 to registration statement on Form S-1 filed on October 25, 2021).
4.15		Note Purchase Agreement and Convertible Promissory Note dated June 5, 2020, between Marpai Health, Inc., and Pishinano Holdings Co. Ltd. (incorporated by reference to Exhibit 4.15 to registration statement on Form S-1 filed on October 25, 2021).
4.16		Note Purchase Agreement dated June 4, 2020 and Convertible Promissory Note dated June 4, 2020, between Marpai Health, Inc., and Grays West Ventures LLC (incorporated by reference to Exhibit 4.16 to registration statement on Form S-1 filed on October 25, 2021).
4.17		Note Purchase Agreement dated June 1, 2020 and Convertible Promissory Note dated June 1, 2020, between Marpai Health, Inc. and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.17 to registration statement on Form S-1 filed on October 25, 2021).
4.18		Note Purchase Agreement and Convertible Promissory Note dated June 2, 2020, between Marpai Health, Inc. and EM Sidewater Associates II (incorporated by reference to Exhibit 4.18 to registration statement on Form S-1 filed on October 25, 2021).
4.19		Note Purchase Agreement and Convertible Promissory Note dated June 4, 2020, between Marpai Health, Inc., and Samuel Sidewater (incorporated by reference to Exhibit 4.19 to registration statement on Form S-1 filed on October 25, 2021).
4.20		Note Purchase Agreement dated June 17, 2020 and Convertible Promissory Note dated June 30, 2020, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.20 to registration statement on Form S-1 filed on October 25, 2021).
4.21		Note Purchase Agreement and Convertible Promissory Note dated August 28, 2020, between Marpai Health, Inc., and Ignacio Mounetou (incorporated by reference to Exhibit 4.21 to registration statement on Form S-1 filed on October 25, 2021).
4.22		Note Purchase Agreement and Convertible Promissory Note dated December 1, 2020, between Marpai Health, Inc. and Yaron Eitan (incorporated by reference to Exhibit 4.22 to registration statement on Form S-1 filed on October 25, 2021).
4.23		Note Purchase Agreement and Convertible Promissory Note dated December 1, 2020, between Marpai Health, Inc. and Derval Capital, LLC (incorporated by reference to Exhibit 4.23 to registration statement on Form S-1 filed on October 25, 2021).
4.24		Note Purchase Agreement dated December 1, 2020 and Convertible Promissory Note dated December 9, 2019, between Marpai Health, Inc., and Jeffrey D’Alessio (incorporated by reference to Exhibit 4.24 to registration statement on Form S-1 filed on October 25, 2021).
4.25		Note Purchase Agreement and Convertible Promissory Note dated December 2, 2020, between Marpai Health, Inc., and Sidewater Associates I (incorporated by reference to Exhibit 4.25 to registration statement on Form S-1 filed on October 25, 2021).
4.26		Note Purchase Agreement and Convertible Promissory Note dated December 2, 2020, between Marpai Health, Inc., and Midwood 43 Trust (Transfer Approval Letter to JADI Trust dated December 30, 2021) (incorporated by reference to Exhibit 4.26 to registration statement on Form S-1 filed on October 25, 2021).

4.27		Note Purchase Agreement and Convertible Promissory Note dated December 2, 2020, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.27 to registration statement on Form S-1 filed on October 25, 2021).
4.28		Note Purchase Agreement and Convertible Promissory Note dated December 3, 2020, between Marpai Health, Inc., and Steven Sidewater (incorporated by reference to Exhibit 4.28 to registration statement on Form S-1 filed on October 25, 2021).
4.29		Note Purchase Agreement and Convertible Promissory Note dated December 4, 2020, between Marpai Health, Inc. and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.29 to registration statement on Form S-1 filed on October 25, 2021).
4.30		Note Purchase Agreement and Convertible Promissory Note dated December 31, 2020, between Marpai Health, Inc., and Pearl Cohen Zedek Latzer Baratz (incorporated by reference to Exhibit 4.30 to registration statement on Form S-1 filed on October 25, 2021).
4.31		Note Purchase Agreement and Convertible Promissory Note dated December 31, 2020, between Marpai Health, Inc. and COMPOSTIT LLC (incorporated by reference to Exhibit 4.31 to registration statement on Form S-1 filed on October 25, 2021).
4.32		Note Purchase Agreement and Convertible Promissory Note dated December 31, 2020, between Marpai Health, Inc., and The Kadosh Family Irrevocable Trust — 2020 (incorporated by reference to Exhibit 4.32 to registration statement on Form S-1 filed on October 25, 2021).
4.33		Note Purchase Agreement and Convertible Promissory Note dated December 31, 2020, between Marpai Health, Inc., and Oz Halabi (incorporated by reference to Exhibit 4.33 to registration statement on Form S-1 filed on October 25, 2021).
4.34		Note Purchase Agreement and Convertible Promissory Note dated December 2, 2020, between Marpai Health, Inc., and Yuri Kokush (incorporated by reference to Exhibit 4.34 to registration statement on Form S-1 filed on October 25, 2021).
4.35		Form of Founders’ Warrants (incorporated by reference to Exhibit 4.35 to registration statement on Form S-1 filed on October 25, 2021).
4.36		Note Exchange Agreement by and among Marpai, Inc. and Noteholders, dated April 1, 2021 (incorporated by reference to Exhibit 4.36 to registration statement on Form S-1 filed on October 25, 2021).
4.37		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Winston J. Churchill (incorporated by reference to Exhibit 4.37 to registration statement on Form S-1 filed on October 25, 2021).
4.38		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc. and HillCour Investment Fund, LLC (incorporated by reference to Exhibit 4.38 to registration statement on Form S-1 filed on October 25, 2021).
4.39		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Sidewater Associates I (incorporated by reference to Exhibit 4.39 to registration statement on Form S-1 filed on October 25, 2021).
4.40		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Steven Sidewater (incorporated by reference to Exhibit 4.40 to registration statement on Form S-1 filed on October 25, 2021).
4.41		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Yuri Kokush (incorporated by reference to Exhibit 4.41 to registration statement on Form S-1 filed on October 25, 2021).
4.42		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc. and Compostit, LLC (incorporated by reference to Exhibit 4.42 to registration statement on Form S-1 filed on October 25, 2021).
4.43		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Derval Capital LLC (incorporated by reference to Exhibit 4.43 to registration statement on Form S-1 filed on October 25, 2021).
4.44		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Eric Kaplan(incorporated by reference to Exhibit 4.44 to registration statement on Form S-1 filed on October 25, 2021).
4.45		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Frank Mastandrea (incorporated by reference to Exhibit 4.45 to registration statement on Form S-1 filed on October 25, 2021).
4.46		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc. and JADI Trust (incorporated by reference to Exhibit 4.46 to registration statement on Form S-1 filed on October 25, 2021).
4.47		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Jeffrey D’Alessio (incorporated by reference to Exhibit 4.47 to registration statement on Form S-1 filed on October 25, 2021).
4.48		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and The Kadosh Family Irrevocable Trust — 2020 (incorporated by reference to Exhibit 4.48 to registration statement on Form S-1 filed on October 25, 2021).

4.49		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Oz Halabi (incorporated by reference to Exhibit 4.49 to registration statement on Form S-1 filed on October 25, 2021).
4.50		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc., and Pearl Cohen Zedek Latzer Baratz LLP (incorporated by reference to Exhibit 4.50 to registration statement on Form S-1 filed on October 25, 2021).
4.51		Convertible Promissory Note dated April 1, 2021, between Marpai Health, Inc. and Yaron Eitan (incorporated by reference to Exhibit 4.51 to registration statement on Form S-1 filed on October 25, 2021).
4.52		Warrant To Purchase Stock issued April 1, 2021, between David A. Heuermann and Marpai, Inc. (incorporated by reference to Exhibit 4.52 to registration statement on Form S-1 filed on October 25, 2021).
4.53		Warrant To Purchase Stock issued April 1, 2021, between Eli David and Marpai, Inc. (incorporated by reference to Exhibit 4.53 to registration statement on Form S-1 filed on October 25, 2021).
4.54		Warrant To Purchase Stock issued April 1, 2021, between Grays West Ventures LLC and Marpai, Inc. (incorporated by reference to Exhibit 4.54 to registration statement on Form S-1 filed on October 25, 2021).
4.55		Warrant To Purchase Stock issued April 1, 2021, between HillCour Investment Fund, LLC and Marpai, Inc. (incorporated by reference to Exhibit 4.55 to registration statement on Form S-1 filed on October 25, 2021).
4.56		Warrant To Purchase Stock issued April 1, 2021, between Mordechai Geva and Marpai, Inc. (incorporated by reference to Exhibit 4.56 to registration statement on Form S-1 filed on October 25, 2021).
4.57		Warrant To Purchase Stock issued April 1, 2021, between Wayne Watters and Marpai, Inc (incorporated by reference to Exhibit 4.57 to registration statement on Form S-1 filed on October 25, 2021).
4.58		Warrant To Purchase Stock issued April 1, 2021, between Yaron Eitan and Marpai, Inc. (incorporated by reference to Exhibit 4.58 to registration statement on Form S-1 filed on October 25, 2021).
4.59		Note Purchase Agreement and Convertible Promissory Note dated June 11, 2021, between Marpai, Inc. and Jane Cavalier Lucas (incorporated by reference to Exhibit 4.59 to registration statement on Form S-1 filed on October 25, 2021).
4.60		Note Purchase Agreement and Convertible Promissory Note dated June 14, 2021, between Marpai, Inc. and Steve Johnson (incorporated by reference to Exhibit 4.60 to registration statement on Form S-1 filed on October 25, 2021).
4.61		Note Purchase Agreement and Convertible Promissory Note dated June 15, 2021, between Marpai, Inc. and Wayne Watters (incorporated by reference to Exhibit 4.61 to registration statement on Form S-1 filed on October 25, 2021).
4.62		Note Purchase Agreement and Convertible Promissory Note dated June 30, 2021, between Marpai, Inc. and F. Philip Blank P. A. Retirement Plan (incorporated by reference to Exhibit 4.62 to registration statement on Form S-1 filed on October 25, 2021).
4.63		Note Purchase Agreement and Convertible Promissory Note dated June 17, 2021, between Marpai, Inc. and Susan Cain (incorporated by reference to Exhibit 4.63 to registration statement on Form S-1 filed on October 25, 2021).
4.64		Note Purchase Agreement and Convertible Promissory Note dated June 28, 2021, between Marpai, Inc. and Grays West Ventures LLC (incorporated by reference to Exhibit 4.64 to registration statement on Form S-1 filed on October 25, 2021).
4.65		Agreement Relating to Voting Power Between Co-Founders of Marpai, Inc. and Grant of A Power of Attorney and Proxy dated June 28, 2021 (incorporated by reference to Exhibit 4.65 to registration statement on Form S-1 filed on October 25, 2021).
4.66		Warrant to Purchase Stock issued by Marpai, Inc. to HillCour Investment Fund, LLC, dated July 29, 2021 (incorporated by reference to Exhibit 4.66 to registration statement on Form S-1 filed on October 25, 2021).
4.67		Warrant To Purchase Stock issued April 1, 2021, between Steve Johnson and Marpai, Inc. (incorporated by reference to Exhibit 4.67 to registration statement on Form S-1 filed on October 25, 2021).
4.68*		Description of Securities.
10.1		Consulting Agreement between CITTA, Inc. and Grays West Ventures LLC dated July 29, 2019 (incorporated by reference to Exhibit 10.2 to registration statement on Form S-1 filed on October 25, 2021).
10.2		Consulting Agreement between CITTA, Inc. and Yaron Eitan dated July 29, 2019 (incorporated by reference to Exhibit 10.3 to registration statement on Form S-1 filed on October 25, 2021).
10.3		Consulting Agreement between CITTA, Inc. and Evolint Ltd. dated July 30, 2019 (incorporated by reference to Exhibit 10.4 to registration statement on Form S-1 filed on October 25, 2021).
10.4		Employment Agreement between Marpai, Inc. and Herb King dated December 1, 2020 (incorporated by reference to Exhibit 10.5 to registration statement on Form S-1 filed on October 25, 2021).
10.5		Asset Purchase Agreement between SQN Venture Income Fund, L.P. and CITTA Inc. dated August 12, 2019 (incorporated by reference to Exhibit 10.6 to registration statement on Form S-1 filed on October 25, 2021).


(Address of principal executive offices)		(Zip Code)

10.6		Subordination Agreement between SQN Venture Income Fund, L.P., CITTA, Inc., HillCour Investment Fund, LLC dated October 24, 2019, and Weatherford Holdings, LLC, Sidewater Associates I, and EM Sidewater Associates II via Joinder (incorporated by reference to Exhibit 10.7 to registration statement on Form S-1 filed on October 25, 2021).
10.7		Assignment and Assumption Agreement between CITTA Inc. and SQN Venture Income Fund, L.P., dated October 24, 2019 (incorporated by reference to Exhibit 10.8 to registration statement on Form S-1 filed on October 25, 2021).
10.8		Bill of Sale between SQN Venture Income Fund, L.P. and CITTA, Inc., dated October 24, 2019 (incorporated by reference to Exhibit 10.9 to registration statement on Form S-1 filed on October 25, 2021).
10.9+		Marpai Health, Inc. Global Share Incentive Plan (2019) (incorporated by reference to Exhibit 10.10 to registration statement on Form S-1 filed on October 25, 2021).
10.10		Office Lease NetPark Tampa Bay between Bluett Capital Realty, Inc. and Continental Benefits, LLC date January 11, 2018 (incorporated by reference to Exhibit 10.11 to registration statement on Form S-1 filed on October 25, 2021).
10.11+		Marpai, Inc. 2021 Global Stock Incentive Plan (incorporated by reference to Exhibit 10.12 to registration statement on Form S-1 filed on October 25, 2021).
10.12+		Executive Employment Agreement between Marpai, Inc. and Edmundo Gonzalez dated April 1, 2021 (incorporated by reference to Exhibit 10.13 to registration statement on Form S-1 filed on October 25, 2021).
10.13+		Amended and Restated Exhibit A dated April 21, 2021, Services and Compensation between Marpai, Inc. and Yaron Eitan, appended to Consulting Agreement between CITTA, Inc. and Yaron Eitan dated July 29, 2019 (incorporated by reference to Exhibit 10.14 to registration statement on Form S-1 filed on October 25, 2021).
10.14*+		Amendment to the Amended and Restated Services and Compensation between Marpai, Inc. and Yaron Eitan.
10.15+		Employment Offer dated March 9, 2021, between Marpai, Inc. and Art Hoath (incorporated by reference to Exhibit 10.16 to registration statement on Form S-1 filed on October 25, 2021).
10.16+		Advisory Board Agreement dated February 3, 2020 between Marpai Health, Inc., and Ronnie Brown (incorporated by reference to Exhibit 10.17 to registration statement on Form S-1 filed on October 25, 2021).
10.17		Landlord Consent to Sale of Interest, between Bluett Capital Realty, Inc. and Continental Benefits, LLC dated March 31, 2021 (incorporated by reference to Exhibit 10.18 to registration statement on Form S-1 filed on October 25, 2021).
10.18		Transition Services Agreement by and between WellEnterprises, LLC, HillCour, Inc., Continental Benefits, LLC and Marpai, Inc., dated April 1, 2021 (incorporated by reference to Exhibit 10.19 to registration statement on Form S-1 filed on October 25, 2021).
10.19		Supplemental Transition Services Agreement, WellEnterprises, LLC, HillCour, Inc., Continental Benefits, LLC and Marpai, Inc., dated May 7, 2021 (incorporated by reference to Exhibit 10.20 to registration statement on Form S-1 filed on October 25, 2021).
10.20		Trademark Assignment Agreement between HillCour, Inc., Continental Benefits, LLC, and Marpai Health, Inc. dated April 1, 2021 (incorporated by reference to Exhibit 10.21 to registration statement on Form S-1 filed on October 25, 2021).
10.21		Assignment and Assumption Agreement between HillCour, Inc. and Continental Benefits, LLC, dated April 1, 2021 (incorporated by reference to Exhibit 10.22 to registration statement on Form S-1 filed on October 25, 2021).
10.22		HillCour Financial Support Letter dated May 20, 2021 (incorporated by reference to Exhibit 10.23 to registration statement on Form S-1 filed on October 25, 2021).
10.23		HillCour Financial Support Letter dated August 19, 2021 (incorporated by reference to Exhibit 10.24 to registration statement on Form S-1 filed on October 25, 2021).
10.24		Drawdown Promissory Note between Marpai, Inc. and HillCour Investment Fund, dated July 29, 2021 (incorporated by reference to Exhibit 10.1 to registration statement on Form S-1 filed on October 25, 2021).
10.25+		Marpai, Inc. Employment Offer to Yoram Bibring, executed June 17, 2021 (incorporated by reference to Exhibit 10.26 to registration statement on Form S-1 filed on October 25, 2021).
10.26+		Marpai, Inc. Employment Offer to Alice Roth, executed July 4, 2021 (incorporated by reference to Exhibit 10.27 to registration statement on Form S-1 filed on October 25, 2021).
10.27		HillCour Financial Support Letter to Marpai Health, Inc. dated March 14, 2021 (incorporated by reference to Exhibit 10.28 to registration statement on Form S-1 filed on October 25, 2021).
10.28		HillCour Financial Support Letter to Continental Benefits, LLC dated March 14, 2021 (incorporated by reference to Exhibit 10.29 to registration statement on Form S-1 filed on October 25, 2021).
10.29*		Consulting Agreement by and between BrightMark Consulting, LLC and Marpai Health, Inc., dated January 6, 2021.
10.30*+		Executive Employment Agreement between Marpai, Inc. and Lutz Finger, effective February 28, 2022.

14.1		Marpai, Inc. Code of Ethics, adopted September 2, 2021 (incorporated by reference to Exhibit 14.2 to registration statement on Form S-1 filed on October 25, 2021).
21.1*		List of Subsidiaries of the Company
31.1**		Certification pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer
31.2**		Certification pursuant to Rule 13a-14(a)/15d-14(a) of Chief Financial Officer
32.1**		Certification pursuant to 18 U.S.C. Section 1350 of Chief Executive Officer
32.2**		Certification pursuant to 18 U.S.C. Section 1350 Chief Financial Officer
101*		The following materials from our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

By:	/s/ Edmundo Gonzalez
	Edmundo Gonzalez, Chief Executive Officer, Secretary and Director (Principal Executive Officer)
		Dated: March 30, 2022


	Page(s)
Report of Independent Registered Public Accounting Firm (PCAOB ID 1195)	F-3
Consolidated Financial Statements
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 - F-31


	December 31, 2021		December 31, 2020
ASSETS:
Current assets:
Cash and cash equivalents	$	19,183,044	$	1,754,569
Restricted cash		6,750,599		63,363
Accounts receivable		208,762		—
Unbilled receivable		14,978		—
Prepaid expenses and other current assets		743,126		262,211
Other receivables		91,498		100,038
Total current assets		26,992,007		2,180,181

Property and equipment, net		889,935		195,404
Capitalized software, net		6,304,854		3,818,959
Operating lease right-of-use assets		2,043,624		337,316
Goodwill		2,382,917		—
Intangible assets, net		5,507,693		—
Security deposits		52,277		—
Other long-term asset		28,333		—
Total assets	$	44,201,640	$	6,531,860

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,125,906	$	159,168
Accounts payable – related party		—		15,725
Accrued expenses		2,525,037		267,967
Accrued fiduciary obligations		5,541,067		—
Deferred revenue		1,165,248		—
Current portion of operating lease liabilities		784,493		96,472
Current portion of convertible notes payable		—		1,866,237
Due to related party		3,637		243,638
Total current liabilities		11,145,388		2,649,207

Convertible notes payable, net		—		7,095,887
Other long-term liabilities		45,000		—
Operating lease liabilities, net of current portion		1,301,828		283,265
Deferred tax liabilities		2,001,012		—
Total liabilities		14,493,228		10,028,359
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.0001 par value, 227,791,050 shares authorized; 20,299,727 issued and outstanding at December 31, 2021 and 142,369 issued and outstanding at December 31, 2020 ⁽¹⁾		2,030		14
Additional paid-in capital		51,232,092		2,044,362
Accumulated deficit		(21,525,710)		(5,540,875)
Total stockholders’ equity (deficit)		29,708,412		(3,496,499)
Total liabilities and stockholders’ equity (deficit)	$	44,201,640	$	6,531,860


	Common Stock			Additional Paid-		Accumulated		Total Stockholders’
	Shares	Amount		In Capital		Deficit		Equity (Deficit)
Balance, January 1, 2020	142,369	$	14	$	799,732	$	(1,672,891)	$	(873,145)
Fair value of warrants issued with convertible note	—		—		213,828		—		213,828
Share-based compensation	—		—		1,030,802		—		1,030,802
Net loss	—		—		—		(3,867,984)		(3,867,984)
Balance, December 31, 2020	142,369	$	14	$	2,044,362	$	(5,540,875)	$	(3,496,499)
Exchange of common shares of Marpai Health, Inc. (see Note 1)	(142,369)		(14)		—		—		(14)
Issuance of common shares of Marpai, Inc. (see Note 1) ⁽¹⁾	11,147,301		1,115		17,350,820		—		17,351,935
Issuance of common shares in connection with initial public offering, net	7,187,500		718		24,546,367		—		24,547,085
Conversion of convertible notes to common stock in connection with initial public offering	1,712,162		171		5,106,383		—		5,106,554
Exercise of warrant	225,000		23		899,977		—		900,000
Exercise of Stock options	27,763		3		58		—		61
Warrants issued for cash	—		—		53,333		—		53,333
Share-based compensation	—		—		1,230,792		—		1,230,792
Net loss	—		—		—		(15,984,835)		(15,984,835)
Balance, December 31, 2021	20,299,726	$	2,030	$	51,232,092	$	(21,525,710)	$	29,708,412


		Useful Lives
Equipment		3 years
Furniture and fixtures		5 years
Leasehold improvements		Shorter of useful life of asset or lease term


Purchase Price
Equity value	$	13,262,000
Cash acquired		(4,762,000)
Total purchase price paid, net of cash acquired	$	8,500,000

Purchase Price Allocation
Restricted cash	$	6,622,035
Accounts receivable		92,231
Prepaid expenses and other current assets		131,414
Property and equipment		1,601,990
Noncompete agreements		990,000
Capitalized software		1,200,000
Operating lease - right of use assets		1,763,960
Goodwill		2,382,917
Trademarks		1,520,000
Patents and patent applications		650,000
Customer relationships		2,920,000
Security deposits		54,869
Account payable		(925,608)
Accrued expenses		(1,267,708)
Accrued fiduciary obligations		(4,070,908)
Operating lease liabilities		(1,763,960)
Deferred tax liability		(2,151,012)
Deferred revenue		(1,205,220)
Other long-term liabilities		(45,000)
Total fair value of net assets acquired and liabilities assumed	$	8,500,000


			Useful
	Acquisition		Life in
	Fair Value		Years
Trademarks	$	1,520,000	10 Years
Noncompete agreements		990,000	5 Years
Customer relationships		2,920,000	7 Years
Patents and patent applications		650,000	(*)


	Year Ended
	December 31, 2021		Year Ended December
	(pro forma)		31, 2020 (pro forma)
Revenue	$	18,441,875	$	18,388,192
Net loss		(18,034,702)		(17,620,431)


Year Ended December 31,
2022	$	2,092,682
2023		2,092,682
2024		1,280,272
2025		441,762
2026		67,446
	$	5,974,844


	December 31, 2021
	Useful		Gross Carrying		Accumulated		Net Carrying
	Life		Amount		Amortization		Amount
Trademarks		10 Years	$	1,520,000	$	(114,000)	$	1,406,000
Noncompete agreements		5 Years		990,000		(148,500)		841,500
Customer relationships		7 Years		2,920,000		(312,857)		2,607,143
Patents and patent applications		(*)		653,050		—		653,050
			$	6,083,050	$	(575,357)	$	5,507,693


Year Ended December 31,
2022	$	767,143
2023		767,143
2024		767,143
2025		767,143
2026		618,643
Thereafter		1,167,428
Assets not placed in services		653,050
	$	5,507,693


Year Ended December 31,
2022	$	886,318
2023		844,618
2024		207,105
2025		198,060
2026		154,500
Total lease payments		2,290,601
Less: imputed interest		(204,280)
Present value of lease liabilities		2,086,321
Less: current lease liabilities		(784,493)
Long-term lease liabilities	$	1,301,828


Year Ended December 31,
2022	$	229,836
2023		186,162
2024		34,807
2025		34,807
2026		29,006
Total sublease income	$	514,618


	2021		2020
Risk-free interest rates	0.91	%	0.29 – 1.40	%
Expected life	5 years		5-6.25 years
Expected volatility	40.81	%	34.60-41.07	%
Expected dividend yield	0.00	%	0.00	%


				Weighted Average	Aggregate
	Number of	Weighted Average		Remaining	Intrinsic
	Options	Exercise Price		Contractual Term	Value
Balance at January 1, 2021	468,070	$	0.14	9.25	$	1,315,512
Granted	1,096,723		2.53
Forfeited/Cancelled	(64,042)		0.002
Exercised	(27,763)		0.002
Balance at December 31, 2021	1,472,988		1.92	8.98	$	3,616,248
Exercisable at December 31, 2021	414,752	$	1.41	8.70	$	1,232,968


		Weighted-Average
	Non-vested Options	Grant Date Fair
	Outstanding	Value
At January 1, 2021	427,035	$	1.21
Options granted	1,096,723		0.84
Options forfeited/cancelled	(64,042)		1.88
Options exercised	(10,844)		1.35
Options vested	(390,637)		0.96
At December 31, 2021	1,058,235	$	0.95


		Weighted-Average
	Restricted Stock	Grant Date Fair Value
	Awards	Per Share
Outstanding at January 1, 2021	1,618,565	$	1.47
Granted	—		—
Forfeited/cancelled	(107,271)		1.80
Vested	(802,679)		1.43
Outstanding at December 31, 2021	708,615	$	1.42

Outstanding at January 1, 2020	2,130,689	$	1.41
Granted	134,397		2.13
Forfeited/cancelled	—		—
Vested	(646,521)		1.44
Outstanding at December 31, 2020	1,618,565	$	1.47


	December 31, 2021		December 31, 2020
Convertible notes payable	$	—	$	8,555,000
Accrued interest		—		518,924
Less: unamortized debt discount		—		(111,800)
Total convertible notes payable, net		—		8,962,124
Less: current portion of convertible notes payable		—		(1,866,237)
Convertible notes payable, net of current portion	$	—	$	7,095,887