8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2023

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40904	86-1916231
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5701 East Hillsborough Avenue, Suite 1417
Tampa, Florida		33610
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 646 303-3483

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	MRAI	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adoption of an amendment to the 2021 Global Stock Incentive Plan

On May 31, 2022, Marpai, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company's 2021 Global Stock Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan by 2,000,000 from 7,803,421 to 9,803,421 (the “Plan Amendment”). The Plan Amendment was previously approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”), upon the recommendation of the Board’s Compensation Committee, on April 10, 2023.

A detailed summary of the Plan Amendment is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting filed with the Securities and Exchange Commission on April 12, 2023 (the “Proxy Statement”) under the caption “Proposal 2: Incentive Plan Proposal,” which summary is incorporated herein by reference.

That detailed summary of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as Annex A to the Company’s Proxy Statement, and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results of the 2023 Annual Meeting held on May 31, 2023, are set forth below. Stockholders voted on the following proposals:

Proposal No. 1 — Election of Directors

The stockholders elected the following individuals as directors of the Company to hold office until the next annual meeting of stockholders or until their successors shall have been duly elected and qualified.

Director Name	For		Against		Abstain		Broker Non-Votes
Edmundo Gonzalez		8,947,704		36,189		9,090		5,032,174
Yaron Eitan		8,717,924		260,710		14,349		5,032,174
Damien Francis Lamendola		8,945,242		38,651		9,090		5,032,174
Sagiv Shiv		8,964,493		19,341		9,149		5,032,174
Mohsen Moazami		8,427,816		551,018		14,149		5,032,174
Vincent Kane		8,430,266		546,428		16,289		5,032,174
Coleen DiClaudio		8,965,000		11,694		162,89		5,032,174

Proposal No. 2 — Approval of the Plan Amendment.

For	Against	Abstain	Broker Non-Votes
8,587,499	399,368	6,116	5,032,174

Proposal No. 3 — Ratification of the appointment by the Audit Committee of the Board of UHY LLP, as the Company’s independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.

For	Against	Abstain	Broker Non-Votes
14,009,396	6,814	8,947	N/A

The results reported above are final voting results.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MARPAI, INC
Date:	May 31, 2023	By:	/s/ Edmundo Gonzalez
			Name: Edmundo Gonzalez Title: Chief Executive Officer

XML

Document And Entity Information	May 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2023
Entity Registrant Name	MARPAI, INC.
Entity Central Index Key	0001844392
Entity Emerging Growth Company	true
Securities Act File Number	001-40904
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1916231
Entity Address, Address Line One	5701 East Hillsborough Avenue, Suite 1417
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33610
City Area Code	646
Local Phone Number	303-3483
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	true
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MRAI
Security Exchange Name	NASDAQ