Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 17, 2025, Marpai Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, pursuant to which the Company's Amendment to the Second Amended and Restated Certificate of Incorporation (the "Amended Certificate of Incorporation") was amended to authorize 2,000,000 shares of preferred stock, which shares shall be "blank-check preferred stock" in one or more series as solely determined by the Company's board of directors (the "Board"), and to have the voting powers, preferences and relative participation, optional and special rights and qualifications, limitations and restrictions thereof as may be solely determined by the Board, from time to time.

The Certificate of Amendment was approved by the Board on June 24, 2025, and by a majority of the Company's stockholders at the Company's annual stockholders meeting convened on August 27, 2025.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.