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):November 12, 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)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under 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 November 12, 2025, Marpai, Inc. issued a press release providing selected financial information for the three and nine months ended September 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.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release of Marpai, Inc. dated November 12, 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: November 12, 2025 | By: | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | ||
| Title: | Chief Executive Officer |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
MARPAIreports THIRD QUARTER 2025 financial results
Continued Turnaround Driven by Cost Disciplineand Operational Efficiency; Positioned for Strong 2026 Growth
Tampa, November 12, 2025, Marpai, Inc. (“Marpai” or the “Company”) (OTCQX: MRAI), a leader in innovative healthcare technology and Third-Party Administration (TPA) services, announced third quarter 2025 results that mark another quarter of significant operational and financial improvement, underscoring the success of its transformation strategy and the Company’s emergence as a disciplined, scalable growth platform heading into 2026.
For the third quarter ended September 30, 2025, Marpai continued its turnaround trajectory, achieving meaningful advances in cost control, margin recovery, and client expansion — all critical indicators of the Company’s strengthening fundamentals.
Key Financial Highlights
| ● | Operating Expenses Down 24% - Operating expenses<br>were reduced from $5.0 to $3.8 for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024,<br>delivering approximately $1.2 million in cost savings, reflecting strong execution of efficiency and process initiatives. |
|---|---|
| ● | Operating Loss Narrowed 9% - Improved by $0.3<br>million from $3.1 million to $2.8 million for the three months ended September 30, 2025 as compared to the three months ended September<br>30, 2024, marking consistent quarter-over-quarter progress toward profitability. |
| --- | --- |
| ● | Net Loss Improved 2% - A $0.1 million improvement<br>from $3.6 million for the three months ended September 30, 2024 to $3.5 million for the three months ended September 30, 2025, given a<br>disciplined investment posture in strategic areas. |
| --- | --- |
| ● | Earnings Per Share Strengthened by $0.10, highlighting<br>improving shareholder value metrics. |
| --- | --- |
“We believe that these results demonstrate measurable execution on our strategy to build a more resilient, capital-efficient Marpai,” said Damien Lamendola, Chief Executive Officer. “We believe that our 24% reduction in operating expenses and 9% improvement in operating loss year over year are not one-time achievements—they are the direct result of a structural transformation that’s positioning us for scalable, profitable growth. We’re operating leaner, smarter, and closer than ever to sustained profitability.”
Strong Growth Outlook
Marpai’s sales momentum remains robust, with over double-digit new clients contracted for January 1, representing a considerable increase in base business. The Company’s integrated MarpaiRx PBM offering continues to gain traction as a key differentiator, expanding its total addressable market and deepening value per client.
Mr. Lamendola added, “We’ve built a durable operating model designed to convert every point of future revenue growth directly into earnings leverage. With a strong 2026 pipeline and a committed client base, we believe that we remain on track to achieve profitability in the first quarter of 2026”.
Strategic Positioning and Capital
The Company’s ongoing initiatives in automation, data-driven claims management, and integrated pharmacy benefits position Marpai to capitalize on industry demand for cost transparency and smarter benefits administration. Through continued investment discipline and operational rigor, Marpai is transitioning from a turnaround story into a profitability story—one grounded in scalable economics and expanding shareholder value.
In a strategic move to solidify its financial trajectory, Marpai successfully completed a Private Investment in Public Equity (“PIPE”) transaction, raising gross proceeds of $3.9 million. This capital infusion is a critical step, providing the Company with sufficient cash flow to diligently execute its turnaround strategy. Furthermore, the PIPE transaction was structured to include long-term shareholders, demonstrating confidence in Marpai’s business model and its potential for sustained growth in the self-funded healthcare administration space.
Webcast and Conference Call Information
Marpai expects to host a conference call and webcast on Thursday, November 13, 2025, at 8:30 a.m. ET to review the Company’s operational and financial highlights for its third quarter ended September 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/934VMynbB6a
About Marpai, Inc.
Marpai, Inc. (OTCQX: MRAI) is a technology platform company which operates subsidiaries that provide TPA, PBM 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 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
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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 its operational and financial improvement underscore the success of its transformation strategy and its emergence as a disciplined, scalable growth platform heading into 2026, that its continued turnaround trajectory, achieving meaningful advances in cost control, margin recovery, and client expansion are indicators of its strengthening fundamentals, the belief that the quarterly results demonstrate measurable execution on its strategy to build a more resilient, capital-efficient company, the belief that its improved reduction in operating expenses and operating loss are not one-time achievements and position it for scalable, profitable growth, its belief that it is closer than ever to sustained profitability, that its built a durable operating model designed to convert every point of future revenue growth directly into earnings leverage, and the belief that with a strong 2026 pipeline and a committed client base it remains on track to achieve profitability in the first quarter of 2026. 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, 2024 | |||||
|---|---|---|---|---|---|
| ASSETS: | |||||
| Current assets: | |||||
| Cash and cash equivalents | 445 | $ | 764 | ||
| Restricted cash | 10,070 | 8,468 | |||
| Accounts receivable, net of allowance for credit losses of 1 and 1 as of September 30, 2025 and Dec 31, 2024 | 377 | 837 | |||
| Unbilled receivables | 793 | 569 | |||
| Due from buyer for sale of business unit | — | 500 | |||
| Prepaid expenses and other current assets | 397 | 759 | |||
| Total current assets | 12,082 | 11,897 | |||
| Capitalized software, net | 120 | 441 | |||
| Operating lease right-of-use assets | 251 | 296 | |||
| Security deposits | 229 | 229 | |||
| Other long-term asset | 71 | 15 | |||
| Total assets | 12,753 | $ | 12,878 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||
| Current liabilities: | |||||
| Accounts payable | 4,411 | $ | 3,109 | ||
| Accrued expenses | 1,982 | 2,585 | |||
| Accrued fiduciary obligations | 9,327 | 6,308 | |||
| Deferred revenue | 649 | 625 | |||
| Current portion of operating lease liabilities | 256 | 244 | |||
| Current portion of convertible debentures, net | 3,287 | 3,106 | |||
| Other short-term liabilities | 2,868 | 3,005 | |||
| Total current liabilities | 22,780 | 18,982 | |||
| Other long-term liabilities | 16,168 | 14,891 | |||
| Convertible debentures, net of current portion | 6,553 | 5,921 | |||
| Operating lease liabilities, net of current portion | 598 | 793 | |||
| Total liabilities | 46,099 | 40,587 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| STOCKHOLDERS’ DEFICIT | |||||
| Preferred stock, 0.0001 par value, 2,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024. | — | — | |||
| Common stock, 0.0001 par value, 227,791,050 shares authorized; 18,455,611 shares and 14,237,176 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 2 | 1 | |||
| Additional paid-in capital | 76,420 | 71,124 | |||
| Accumulated deficit | (109,768 | ) | (98,834 | ) | |
| Total stockholders’ deficit | (33,346 | ) | (27,709 | ) | |
| Total liabilities and stockholders’ deficit | 12,753 | $ | 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 | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | |||||
| Revenue | $ | 4,037 | $ | 7,008 | ||
| Costs and expenses | ||||||
| Cost of revenue (exclusive of depreciation and amortization<br> shown separately below) | 2,963 | 5,033 | ||||
| General and administrative | 2,067 | 2,813 | ||||
| Information technology | 1,245 | 1,273 | ||||
| Sales and marketing | 295 | 345 | ||||
| Research and development | — | 7 | ||||
| Depreciation and amortization | 107 | 213 | ||||
| Impairment of goodwill and intangible assets | — | — | ||||
| Loss on sale of business unit | — | 73 | ||||
| Facilities | 131 | 311 | ||||
| Total costs and expenses | 6,808 | 10,068 | ||||
| Operating loss | (2,771 | ) | (3,060 | ) | ||
| Other income (expenses) | ||||||
| Other income | 74 | 119 | ||||
| Interest expense, net | (797 | ) | (620 | ) | ||
| Foreign exchange gain (loss) | — | 1 | ||||
| Loss before provision for income taxes | (3,494 | ) | (3,560 | ) | ||
| Income tax expense | — | — | ||||
| Net loss | $ | (3,494 | ) | $ | (3,560 | ) |
| Net loss per share, basic & fully diluted | $ | (0.20 | ) | $ | (0.30 | ) |
| Weighted average common shares outstanding, basic and<br> diluted | 17,299,687 | 12,043,931 |
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MARPAI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (10,934 | ) | $ | (20,932 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 321 | 2,078 | ||||
| Loss on sale of receivables | — | 306 | ||||
| Share-based compensation | 1,458 | 2,786 | ||||
| Loss on sale of business unit | — | 73 | ||||
| Amortization of right-of-use asset | 45 | 181 | ||||
| Impairment of goodwill and intangible assets | — | 7,588 | ||||
| Non-cash interest expense | 1,362 | 975 | ||||
| Issuance of common stock to vendors in exchange for services | 1,008 | — | ||||
| Amortization of debt premium and debt issuance costs | (25 | ) | 128 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable and unbilled receivables | 236 | 85 | ||||
| Prepaid expense and other assets | 306 | 155 | ||||
| Accounts payable | 1,302 | (885 | ) | |||
| Accrued expenses | (603 | ) | 141 | |||
| Accrued fiduciary obligations | 3,019 | (3,604 | ) | |||
| Operating lease liabilities | (183 | ) | (380 | ) | ||
| Other liabilities | (2 | ) | 827 | |||
| Net cash used in operating activities | (2,690 | ) | (10,478 | ) | ||
| Cash flows from investing activities: | ||||||
| Proceeds from sale of business unit | 500 | 227 | ||||
| Net cash provided by investing activities | 500 | 227 | ||||
| Cash flows from financing activities: | ||||||
| Proceeds from sale of future cash receipts on accounts receivable | — | 1,509 | ||||
| Proceeds from issuance of convertible debentures | 3,000 | 5,978 | ||||
| Payments of debt issuance costs | (162 | ) | (499 | ) | ||
| Payments to buyer of receivables | — | (1,816 | ) | |||
| Payments on convertible debentures | (2,000 | ) | — | |||
| Payments to seller for acquisition | (196 | ) | (631 | ) | ||
| Proceeds from issuance of common stock in a private offering, net | 2,831 | 4,026 | ||||
| Net cash provided by financing activities | 3,473 | 8,567 | ||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | 1,283 | (1,684 | ) | |||
| Cash, cash equivalents and restricted cash at beginning of period | 9,232 | 13,492 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 10,515 | $ | 11,808 | ||
| Reconciliation of cash, cash equivalents, and restricted cash reported in<br> the condensed consolidated balance sheet | ||||||
| Cash and cash equivalents | $ | 445 | $ | 830 | ||
| Restricted cash | 10,070 | 10,978 | ||||
| Total cash, cash equivalents and restricted cash shown in the condensed<br> consolidated statement of cash flows | $ | 10,515 | $ | 11,808 | ||
| Supplemental disclosure of cash flow information | ||||||
| Cash paid for interest | $ | 1,133 | $ | 1,508 |
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