Marpai sells consumer directed benefits assets to Payflex for $1M+; issues $295k stock to CEO affiliate

Marpai, Inc.

Sold consumer directed benefits assets to Payflex for $1M cash plus assumed liabilities; up to $2M total with contingent payments.
Issued 150,000 shares of Class A common stock to HillCour Investment Fund (controlled by CEO Damien Lamendola) at $1.97/share.
Both transactions closed on December 14, 2023.
Equity sale is related-party and exempt from registration under Section 4(a)(2) and Rule 506(b).

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Marpai, Inc. entered into Securities Purchase Agreement with HillCour Investment Fund, LLC valued at 150,000 shares of Class A common stock at $1.97 per share (effective 2023-12-14).

Action: entry
Agreement: equity purchase
Counterparty: HillCour Investment Fund, LLC
Value: 150,000 shares of Class A common stock at $1.97 per share
Effective: 2023-12-14

Exact text from the filing

On December 14, 2023, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with HillCour Investment Fund, LLC, an entity controlled by the Company’s Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell 150,000 shares of its Class A common stock (the “Common Stock”) in a private placement, at a purchase price of $1.97 per share (or the consolidated closing bid price of the Company’s Common Stock on Nasdaq as of December 14, 2023).

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Marpai, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-23-070583

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