{"filing":{"accession_number":"0001213900-26-084129","cik":"0001844392","ticker":"MRAI","company_name":"Marpai, Inc.","form":"8-K","filing_date":"2026-07-31","report_date":"2026-07-29","primary_document":"ea0300139-8k_marpai.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1844392/000121390026084129/ea0300139-8k_marpai.htm"},"events":[{"id":22507,"run_id":20361,"accession_number":"0001213900-26-084129","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"Marpai entered into securities purchase agreements on July 29, 2026, to sell 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share for aggregate gross proceeds of approximately $12.1 million to accredited investors led by Mitchell Companies. The Preferred Stock is convertible into common stock at a conversion price of $1.00 per share, with automatic conversion upon a qualified public offering or 60% holder vote, creating significant dilution potential for existing common shareholders.","company_name":"Marpai, Inc.","ticker":"MRAI","filing_date":"2026-07-31","form":"8-K","submitted_at":null,"items":[{"id":22468,"accession_number":"0001213900-26-084129","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Marpai entered into securities purchase agreements on July 29, 2026, to sell 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share for aggregate gross proceeds of approximately $12.1 million. The Preferred Stock is convertible into common stock at a conversion price of $1.00 per share, with automatic conversion upon a qualified public offering or 60% holder vote. This is a private placement of convertible preferred securities exempt from registration under Section 4(a)(2) and Rule 506(b), representing a dilutive equity issuance that raises capital and creates significant conversion overhang for existing common shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22469,"accession_number":"0001213900-26-084129","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Marpai announced a $12 million private placement of unregistered convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The press release explicitly states the securities \"have not been registered under the Securities Act of 1933\" and describes the conversion mechanics and dividend rights. This is a classic dilutive equity issuance that would materially affect investor assessment of ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22470,"accession_number":"0001213900-26-084129","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a $12 million private placement of newly designated convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The Certificate of Designation filed on July 31, 2026 designates the preferred stock in connection with this offering. This is a material unregistered equity issuance that dilutes existing shareholders and raises capital, fitting the dilutive_issuance category. The Item 5.03 designation of preferred stock is the formal mechanism enabling the offering disclosed in the press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"","ticker":null,"filing_date":""},{"id":22471,"accession_number":"0001213900-26-084129","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Marpai announced a $12 million private placement of convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The securities are unregistered and convertible into common stock at $1.00 per share, creating significant dilution potential. This is a classic dilutive equity issuance disclosed under Item 8.01, material to investors assessing the company's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22468,"accession_number":"0001213900-26-084129","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Marpai entered into securities purchase agreements on July 29, 2026, to sell 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share for aggregate gross proceeds of approximately $12.1 million. The Preferred Stock is convertible into common stock at a conversion price of $1.00 per share, with automatic conversion upon a qualified public offering or 60% holder vote. This is a private placement of convertible preferred securities exempt from registration under Section 4(a)(2) and Rule 506(b), representing a dilutive equity issuance that raises capital and creates significant conversion overhang for existing common shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"Marpai, Inc.","ticker":"MRAI","filing_date":"2026-07-31"},{"id":22469,"accession_number":"0001213900-26-084129","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Marpai announced a $12 million private placement of unregistered convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The press release explicitly states the securities \"have not been registered under the Securities Act of 1933\" and describes the conversion mechanics and dividend rights. This is a classic dilutive equity issuance that would materially affect investor assessment of ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"Marpai, Inc.","ticker":"MRAI","filing_date":"2026-07-31"},{"id":22470,"accession_number":"0001213900-26-084129","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses a $12 million private placement of newly designated convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The Certificate of Designation filed on July 31, 2026 designates the preferred stock in connection with this offering. This is a material unregistered equity issuance that dilutes existing shareholders and raises capital, fitting the dilutive_issuance category. The Item 5.03 designation of preferred stock is the formal mechanism enabling the offering disclosed in the press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"Marpai, Inc.","ticker":"MRAI","filing_date":"2026-07-31"},{"id":22471,"accession_number":"0001213900-26-084129","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Marpai announced a $12 million private placement of convertible preferred stock (12,100 shares at $1,000 per share) to accredited investors led by Mitchell Companies. The securities are unregistered and convertible into common stock at $1.00 per share, creating significant dilution potential. This is a classic dilutive equity issuance disclosed under Item 8.01, material to investors assessing the company's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-01T00:32:14.168282+00:00","company_name":"Marpai, Inc.","ticker":"MRAI","filing_date":"2026-07-31"}]}