Marpai Announces $12 Million Private Placement led by Mitchell Companies (Form 8-K)

Marpai Announces $12 Million Private Placement led by Mitchell Companies

Tampa, Florida - July 29, 2026 - Marpai, Inc. ("Marpai" or the "Company") (OTCQX: MRAI), a leader in innovative healthcare technology, Third-Party Administration ("TPA"), and Pharmacy Benefit Management ("PBM") services, today announced that it entered into securities purchase agreements with accredited investors in a private placement of newly designated convertible preferred stock. The offering was led by Mitchell Companies.

The investment is intended to accelerate Marpai's growth trajectory, strengthen its technology-enabled healthcare services platform, advance the Company's mission of delivering smarter, more efficient healthcare administration solutions for employers, members, brokers, and healthcare partners, and strengthen Marpai's financial position.

Driving Innovation in Healthcare Administration

Marpai is redefining the TPA and PBM landscapes by empowering self-funded employers to maximize plan performance, drastically reduce healthcare spend, and elevate health outcomes for members. By seamlessly blending deep industry expertise with advanced, data-driven technology, Marpai delivers a uniquely transparent, proactive, and seamless benefits experience.

"The investment is a massive catalyst for Marpai," said Damien Lamendola, CEO of Marpai. "This $12 million investment ensures we are well capitalized to execute our strategic vision, accelerate our technology roadmap, and scale our operations. Mitchell Companies shares our absolute commitment to transforming healthcare administration, and their financial backing provides both the capital and strategic alignment we need to execute the incredible market opportunities ahead and deliver unmatched value to our clients."

Strong Leadership, Shared Vision

The transaction underscores Mitchell Companies' commitment to partnering with high-growth businesses that feature exceptional leadership, highly scalable operational platforms, and clear pathways to market leadership.

"We are thrilled to back Marpai as they embark on this exciting next phase of growth," said Steve Mitchell, Chairman of Mitchell Companies. "Our team has immense confidence in Damien Lamendola and the entire Marpai leadership group. We believe that Damien possesses the exact combination of visionary leadership, deep industry knowledge, and operational focus required to take the Company to new heights. We believe that Marpai is uniquely positioned to build a highly differentiated, world-class healthcare services platform that creates lasting value for employers and partners alike."

Pursuant to the equity offering, the Company issued shares of newly designated convertible preferred stock (the "Preferred Stock"). 12,100 shares of Preferred Stock were sold at $1,000 per share, with an initial conversion price of $1.00.

The Preferred Stock provides that upon a liquidity event or a conversion to common stock, holders will be entitled to receive an 8% dividend payable in shares of common stock. Each share of Preferred Stock will automatically convert into shares of the Company's common stock at the applicable conversion price upon a qualified public offering or a vote of sixty percent (60%) of the holders of Preferred Stock.

The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.