Marpai issues 910k shares at $1.65 to CEO-affiliated fund in private placement

Marpai, Inc.

Sold 910,000 Class A common shares to HillCour Investment Fund LLC (CEO Damien Lamendola controls) at $1.65/share.
Gross proceeds of approximately $1.5 million; securities unregistered, exempt under Section 4(a)(2) and Rule 506(b).
Transaction closed March 7, 2024; price equal to consolidated closing bid price on Nasdaq that day.
Shares are restricted and not registered under the Securities Act; no general solicitation used.

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 $1.65 per share (effective 2024-03-07).

Action: entry
Agreement: equity purchase
Counterparty: HillCour Investment Fund, LLC
Value: $1.65 per share
Effective: 2024-03-07

Exact text from the filing

On March 7, 2024, 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 910,000 shares of its Class A common stock (the “Common Stock”) in a private placement, at a purchase price of $1.65 per share

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Marpai, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-24-028393

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