UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 2223, ~~2025~~2026

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-40904		86-1916231
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

615 Channelside Drive, Suite 207
Tampa, Florida		33602
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including ~~Area~~ Area Code: (855) -389-7330

(Former Name or Former Address, if Changed Since Last 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 Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) 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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~December~~January 2216, ~~2025~~2026, ~~Marpai~~Dallas ~~Inc.~~Scrip ~~(the~~resigned ~~“Company”)~~from his ~~entered~~position ~~into~~as aPresident ~~Securities~~of ~~Purchase~~Marpai, ~~Agreement~~Inc. (the “~~Securities Purchase Agreement~~Company”) ~~with certain investors~~, ~~pursuant~~effective toas ~~which the Company agreed to issue and sell an aggregate~~ of: ~~(i)~~January ~~350~~30,~~000~~ ~~shares~~2026. ofMr. ~~its~~Scrip ~~Class~~resignation Awas ~~common~~not ~~stock, par value $0.0001 per share (~~the ~~“Common~~result ~~Stock”),~~of ~~and~~any ~~(ii)~~disagreement ~~warrants~~with (the ~~“Common~~Company ~~Warrants”)~~on toany ~~purchase~~matter uprelating to ~~700~~its operations,~~000~~ ~~shares~~policies ofor ~~Common Stock in a private placement~~practices. ~~The purchase price for each share of Common Stock and accompanying Common Warrant is $1.00.~~

~~The~~On ~~Common~~January ~~Warrants~~23, ~~have~~2026, anas ~~exercise~~a ~~price~~result of $1 Mr.00 ~~per share~~Scrip’s resignation, ~~can be exercised immediately following~~ the ~~closing~~Board of Directors (the ~~private~~“Board) ~~placement~~appointed ~~offering~~Damien ~~and~~Lamendola, ~~will~~age be70, ~~exercisable~~current ~~for~~Chief ~~three years~~Executive ~~following~~Officer ~~the date~~ of ~~issuance.~~the ~~The Common Warrants contain customary anti-dilution provisions. The~~ Company ~~also agreed to grant~~ ~~the~~and ~~Purchasers the right for~~ a ~~period~~member of ~~six (6) months from~~ the ~~date~~Board, ~~of the Securities Purchase Agreement~~ to ~~include~~serve ~~all of the Common Shares and Common Warrant Shares~~ as ~~part~~President of ~~any other registration of securities filed by~~ the Company, ~~(other~~effective ~~than~~as inof ~~connection~~January ~~with~~30, ~~a transaction contemplated by Rule 145(a))~~2026.

~~The~~Mr. ~~gross~~Lamendola ~~proceeds~~has toserved as the Company’s ~~from~~Chief Executive ~~the~~Officer ~~offering are~~since ~~expected~~November to2023. beHe ~~approximately~~joined ~~$350~~the Company’s Board on April 1,~~000~~ 2021. ~~The~~Mr. ~~Company~~Lamendola ~~intends~~founded toContinental ~~use~~Benefits, LLC ~~the~~in ~~proceeds~~2013 ~~from~~and was previously the ~~Offering~~Chief ~~for~~Executive ~~working~~Officer ~~capital~~until ~~and~~2019. ~~general~~Mr. ~~corporate~~Lamendola has served as President of HillCour Holding Corporation ~~purposes~~(f/k/a Welldyne Holding Corp.) ~~The~~since ~~offering~~March is2002, ~~expected~~and he continues to ~~close~~serve onin orthis ~~about~~role. ~~December~~Mr. 22Lamendola also continues to serve HillCour Holding Corporation as a Board Member since 2017, ~~2025~~WellDyneRx, ~~subject~~LLC toas ~~the~~a ~~satisfaction~~Board ofMember ~~customary~~since ~~closing~~2017, ~~conditions~~and HillCour Investment Fund, LLC as Manager since 2017.

~~The~~Mr. ~~securities~~Lamendola ~~issued~~and inHillCour ~~the~~Investment ~~offering~~Fund, ~~are~~LLC, ~~exempt~~an ~~from~~entity ~~the~~controlled ~~registration~~by ~~requirements~~Mr. ofLamendola, were party to several securities purchase agreements with the ~~Securities~~Company ~~Act~~dated as of ~~1933~~July 17, as2025, ~~amended~~July 29, ~~(the~~2025, ~~“Securities~~September ~~Act”)~~10, ~~pursuant~~2025, toSeptember ~~Section~~30, 4(2025, respectively. An immediate family member of Mr. Lamendola was a~~)(2)~~ party to that certain ofsecurities ~~the~~purchase ~~Securities~~agreement ~~Act~~with ~~and/or~~the ~~Rule~~Company ~~506(b)~~dated as of ~~Regulation~~November D7, ~~promulgated thereunder~~2025. The ~~securities~~material ~~have~~terms ~~not~~of ~~been~~these ~~registered~~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 ~~Act~~21, 2025, August 4, 2025, September 16, 2025, October 6, 2025 and ~~may~~November ~~not~~12, be2025, ~~sold~~and such disclosures are incorporated herein by reference. Aside from the transactions described in the ~~United~~aforementioned ~~States~~filings ~~absent~~and ~~registration~~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 anunderstandings ~~exemption~~between ~~from~~Mr. ~~registration~~Lamendola and any other persons pursuant to which Mr. Lamendola was appointed as President.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.1

The foregoing description of the terms of the Securities Purchase Agreement and the Common Warrants are not intended to be complete and are qualified in their entirety by reference to the Securities Purchase Agreement and Form of Common Warrants, copies of which are attached hereto as Exhibits 4.1 and 10.1, respectively, and incorporated herein by reference.SIGNATURES

~~Item~~Pursuant ~~3.02~~to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~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.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

	MARPAI, INC.

Date January 23, 2026	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

~~Item 9.01 Financial Statements and Exhibits.~~2

(d) Exhibits

Exhibit Number		Description
4.1		Form of Common Warrant
10.1		Form of Securities Purchase Agreement
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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: December 22, 2025	By:	/s/ Damien Lamendola
		Name:	Damien Lamendola
		Title:	Chief Executive Officer

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