Marpai, Inc 8-K, filed Jan 23, 2026
Marpai, Inc. (MRAI)
About this 8-K
Marpai, Inc filed this 8-K on January 23, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 16, 2026, Dallas Scrip resigned from his position as President of Marpai, Inc. (the “Company”), effective as of January 30, 2026. Mr. Scrip resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
On January 23, 2026, as a result of Mr. Scrip’s resignation, the Board of Directors (the “Board) appointed Damien Lamendola, age 70, current Chief Executive Officer of the Company and a member of the Board, to serve as President of the Company, effective as of January 30, 2026.
Mr. Lamendola has served as the Company’s Chief Executive Officer since November 2023. He joined the Company’s Board on April 1, 2021. Mr. Lamendola founded Continental Benefits, LLC in 2013 and was previously the Chief Executive Officer until 2019. Mr. Lamendola has served as President of HillCour Holding Corporation (f/k/a Welldyne Holding Corp.) since March 2002, and he continues to serve in this role. Mr. Lamendola also continues to serve HillCour Holding Corporation as a Board Member since 2017, WellDyneRx, LLC as a Board Member since 2017, and HillCour Investment Fund, LLC as Manager since 2017.
Mr. Lamendola and HillCour Investment Fund, LLC, an entity controlled by Mr. Lamendola, were party to several securities purchase agreements with the Company dated as of July 17, 2025, July 29, 2025, September 10, 2025, September 30, 2025, respectively. An immediate family member of Mr. Lamendola was a party to that certain securities purchase agreement with the Company dated as of November 7, 2025. The material terms of these Purchase Agreements were previously disclosed by the Company under Item 1.01 of its Current Reports on Form 8-K filed with the Securities and Exchange Commission on July 21, 2025, August 4, 2025, September 16, 2025, October 6, 2025 and November 12, 2025, and such disclosures are incorporated herein by reference. Aside from the transactions described in the aforementioned filings and Mr. Lamendola’s existing compensation arrangement with the Company, there are no other transactions involving Mr. Lamendola that are reportable under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Lamendola and any other persons pursuant to which Mr. Lamendola was appointed as President.
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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 January 23, 2026 | By: | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | ||
| Title: | Chief Executive Officer | ||
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