10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40904

“

MARPAI, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	86-1916231
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

5701 East Hillsborough Ave., Suite 1417

Tampa, Florida 33610‑5428

(Address of principal executive offices)

(646) 303‑3483

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 3, 2023, there were 7,255,814 shares of the Company’s common stock, par value $0.0001 per share, outstanding.

MARPAI, INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26
PART II. OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.	Exhibits	27
SIGNATURES		28

i

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	8,726,150		$	13,764,508
Restricted cash		12,101,689			9,352,608
Accounts receivable, net of allowance for credit losses of $23,458 and $23,458		1,009,250			1,437,786
Unbilled receivable		705,204			350,393
Prepaid expenses and other current assets		1,162,677			1,601,920
Other receivables		44,421			30,634
Total current assets		23,749,391			26,537,849
Property and equipment, net		716,128			1,506,082
Capitalized software, net		3,358,200			4,588,706
Operating lease right-of-use assets		2,760,427			3,841,810
Goodwill		6,035,200			5,837,060
Intangible assets, net		5,775,705			6,323,279
Security deposits		1,307,454			1,293,166
Other long-term asset		21,668			21,668
Total assets	$	43,724,173		$	49,949,620
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	2,147,065		$	1,457,670
Accrued expenses		4,953,106			5,274,716
Accrued fiduciary obligations		10,737,362			9,024,463
Deferred revenue		1,316,182			288,499
Current portion of operating lease liabilities		784,935			1,311,295
Other short-term liability		2,294,751			—
Due to related party		2			3,201
Total current liabilities		22,233,403			17,359,844
Other long-term liabilities		18,724,511			20,203,700
Operating lease liabilities, net of current portion		3,955,139			4,771,871
Deferred tax liabilities		1,479,880			1,479,880
Total liabilities		46,392,933			43,815,295
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’(DEFICIT) EQUITY
Common stock, $0.0001 par value, 227,791,050 shares authorized; 7,255,818    and 5,319,758 issued and outstanding at June 30, 2023 and    December 31, 2022, respectively (1)		725			532
Additional paid-in capital		61,754,084			54,127,893
Accumulated deficit		(64,423,569	)		(47,994,100	)
Total stockholders’ (deficit) equity		(2,668,760	)		6,134,325
Total liabilities and stockholders’ (deficit) equity	$	43,724,173		$	49,949,620

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenue	$	10,046,980		$	5,556,506		$	19,719,024		$	11,775,315
Costs and expenses
Cost of revenue (exclusive of depreciation and amortization    shown separately below)		6,429,688			4,151,560			12,838,490			8,698,355
General and administrative		5,725,071			2,319,977			10,951,490			5,222,109
Sales and marketing		1,473,311			2,216,788			3,652,428			3,775,904
Information technology		1,319,443			1,189,733			3,506,252			2,324,006
Research and development		523,432			1,309,157			1,023,641			1,902,264
Depreciation and amortization		1,002,946			776,411			2,046,582			1,601,809
Loss on disposal of assets		343,588			60,471			343,588			60,471
Facilities		500,189			196,341			1,150,025			392,936
Total costs and expenses		17,317,668			12,220,438			35,512,496			23,977,854
Operating loss		(7,270,688	)		(6,663,932	)		(15,793,472	)		(12,202,539	)
Other income (expenses)
Other income		50,451			(9,706	)		100,905			39,291
Interest expense, net		(333,279	)		(562	)		(718,289	)		(4,507	)
Foreign exchange (loss) gain		(3,104	)		9,418			(18,613	)		13,309
Loss before provision for income taxes		(7,556,620	)		(6,664,782	)		(16,429,469	)		(12,154,446	)
Income tax expense		—			—			—			—
Net loss	$	(7,556,620	)	$	(6,664,782	)	$	(16,429,469	)	$	(12,154,446	)
Net loss per share, basic & fully diluted (1)	$	(1.10	)	$	(1.34	)	$	(2.70	)	$	(2.46	)
Weighted average shares of common stock outstanding, basic and    diluted (1)		6,844,778			4,961,836			6,080,200			4,947,691

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

	Common Stock
					Additional Paid-		Accumulated			Total Stockholders’
Three months ended June 30, 2023	Shares (1)		Amount		In Capital		Deficit			(Deficit) Equity
Balance, April 1, 2023		5,403,121	$	540	$	54,955,659	$	(56,866,949	)	$	(1,910,750	)
Share-based compensation		-		-		366,995		-			366,995
Issuance of common stock upon exercise of stock options		2,697		-				-			-
Issuance of common stock in connection with public offering, net		1,850,000		185		6,431,430					6,431,615
Net loss		-		-		-		(7,556,620	)		(7,556,620	)
Balance, June 30, 2023		7,255,818	$	725	$	61,754,084	$	(64,423,569	)	$	(2,668,760	)
Three months ended June 30, 2022
Balance, April 1, 2022		5,074,932	$	506	$	51,482,604	$	(27,015,374	)	$	24,467,736
Share-based compensation		-		-		1,244,361		-			1,244,361
Issuance of common stock upon vesting of restricted stock units		90,154		9				-			9
Common Stock issued to vendors in exchange for services		5,625		-		23,175		-			23,175
Net loss		-		-		-		(6,664,782	)		(6,664,782	)
Balance, June 30, 2022		5,170,711	$	515	$	52,750,140	$	(33,680,156	)	$	19,070,499
Six months ended June 30, 2023
Balance, December 31, 2022		5,319,758	$	532	$	54,127,893	$	(47,994,100	)	$	6,134,325
Share-based compensation		-		-		1,115,372		-			1,115,372
Issuance of common stock upon vesting of restricted stock units		33,387		3		-		-			3
Common stock issued to vendors in exchange for services		25,000		2		79,128		-			79,130
Issuance of common stock upon exercise of stock options		27,673		3		261		-			264
Issuance of common stock in connection with public offering, net		1,850,000		185		6,431,430		-			6,431,615
Net loss		-		-		-		(16,429,469	)		(16,429,469	)
Balance, June 30, 2023		7,255,818	$	725	$	61,754,084	$	(64,423,569	)	$	(2,668,760	)
Six months ended June 30, 2022
Balance, December 31, 2021		5,074,932	$	506	$	51,233,616	$	(21,525,710	)	$	29,708,412
Share-based compensation		-		-		1,493,351		-			1,493,351
Issuance of common stock upon vesting of restricted stock units		90,154		9		-		-			9
Common stock issued to vendors in exchange for services		5,625		-		23,173		-			23,173
Net loss		-		-		-		(12,154,446	)		(12,154,446	)
Balance, June 30, 2022		5,170,711	$	515	$	52,750,140	$	(33,680,156	)	$	19,070,499

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(16,429,469	)	$	(12,154,446	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,046,582			1,601,809
Loss on disposal of assets		343,588			60,471
Share-based compensation		990,373			1,743,359
Common stock issued to vendors in exchange for services		79,130			23,175
Amortization of right-of-use asset		1,048,771			67,816
Gain on termination of lease		32,613			—
Non-cash interest		776,100			—
Changes in operating assets and liabilities:
Accounts receivable and unbilled receivable		73,724			239,305
Prepaid expense and other assets		439,243			197,258
Other receivables		(13,787	)		64,214
Security deposit		(14,288	)		—
Accounts payable		728,859			(635,765	)
Accrued expenses		(234,832	)		(454,487	)
Accrued fiduciary obligations		1,712,899			(477,515	)
Operating lease liabilities		(1,343,092	)		(60,539	)
Due to related party		(3,199	)		—
Other liabilities		1,027,683			(337,259	)
Net cash used in operating activities		(8,739,102	)		(10,122,604	)
Cash flows from investing activities:
Capitalization of software development costs		—			(607,700	)
Disposal of property and equipment		17,946			—
Purchase of property and equipment		—			(12,290	)
Net cash provided by (used in) investing activities		17,946			(619,990	)
Cash flows from financing activities:
Proceeds from stock options exercises		264			—
Proceeds from issuance of common stock in a public offering, net		6,431,615			—
Net cash provided by financing activities		6,431,879			—
Net decrease in cash, cash equivalents and restricted cash		(2,289,277	)		(10,742,594	)
Cash, cash equivalents and restricted cash at beginning of period		23,117,116			25,933,643
Cash, cash equivalents and restricted cash at end of period	$	20,827,839		$	15,191,049
Reconciliation of cash, cash equivalents, and restricted cash reported in    the condensed consolidated balance sheet
Cash and cash equivalents	$	8,726,150		$	9,084,839
Restricted cash		12,101,689			6,106,210
Total cash, cash equivalents and restricted cash shown in the condensed    consolidated statement of cash flows	$	20,827,839		$	15,191,049
Supplemental disclosure of non-cash activity
Measurement period adjustment to goodwill	$	198,140

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Marpai, Inc.'s (the “Company”) operations are principally conducted through its wholly-owned subsidiaries, Marpai Health, Inc. (“Marpai Health”), Marpai Administrators, and Maestro Health LLC (“Maestro”). Marpai Health is our technology focused subsidiary, with a research and development team in Tel Aviv, Israel. Marpai Administrators and Maestro are our healthcare payer subsidiaries that provide administration services to self-insured employer groups across the United States. They act as a third-party administration (“TPA”) handling all administrative aspects of providing healthcare to self-insured employer groups. The Company has combined these two businesses to create what it believes to be the Payer of the Future, which has not only the licenses, processes and know- how of a payer but also the latest technology. This combination allows the Company to differentiate itself in the TPA market by delivering a technology-driven service that it believes can lower the overall cost of healthcare while maintaining or improving healthcare outcomes. Marpai Captive, Inc. (“Marpai Captive”) was founded in March 2022 as a Delaware corporation. Marpai Captive engages in the captive insurance market and commenced operations in the first quarter of 2023.

Nature of Business

The Company’s mission is to positively change healthcare for the benefit of (i) its clients who are self-insured employers that pay for their employees’ healthcare benefits and engage the Company to administer the latter’s healthcare claims, (ii) employees who receive these healthcare benefits from its clients, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products.

The Company provides benefits outsourcing services to clients in the United States across multiple industries. The Company’s backroom administration and TPA services are supported by a customized technology platform and a dedicated benefits call center. Under its TPA platform, the Company provides health and welfare administration, dependent eligibility verification, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, and benefit billing services.

The Company continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences.

Reverse Stock Split

On June 29, 2023 the Company effectuated a one-for-four reverse stock split of its outstanding shares of common stock. The number of authorized shares was not adjusted in connection with the reverse stock split. Throughout these unaudited condensed consolidated financial statements common stock share and per share information, including employee stock options, restricted stock awards, restricted stock units and warrants, have been revised for all periods presented to give effect to the reverse stock split.

NOTE 2 - UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2022.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Maestro is included as of November 1, 2022, the date of the Acquisition (see Note 5). All significant intercompany balances and transactions have been eliminated in consolidation.

5

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Descriptions of the Company’s significant accounting policies are discussed in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management evaluates the related estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

NOTE 3 – LIQUIDITY AND GOING CONCERN

As shown in the accompanying condensed consolidated financial statements as of June 30, 2023, the Company had an accumulated deficit of approximately $64.4 million and working capital of approximately $1.5 million. At June 30, 2023, the Company had long term debt of approximately $18.7 million and approximately $8.7 million of unrestricted cash on hand. For the six months ended June 30, 2023, the Company recognized a net loss of approximately $16.4 million and negative cash flows from operations of approximately $8.7 million. Since inception, the Company has met its cash needs through proceeds from issuing convertible notes, warrants and sales of its common stock.

The Company currently projects that it will need additional capital to fund its current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency. As a result, the Company needs to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from the sale of equity and/or debt. Alternatively, or in addition, the Company may seek to sell assets which it regards as non-strategic. Any of the foregoing may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders.

If the Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some or all of its assets.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be issued. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Combination

The Company accounts for business combinations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combinations. Accordingly, identifiable tangible and intangible assets acquired, and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. The Company includes the results of operations of the businesses that are acquired as of the acquisition date.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such

6

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

estimates include, but are not limited to, valuation of share-based compensation, accounting for warrants, allowance for credit losses, useful lives of internally developed software, fair values of net assets acquired, goodwill, intangible assets and property and equipment, incurred but not reported (“IBNR”) reserves, whether an arrangement is or contains a lease, the incremental borrowing rate used for operating leases, income tax accruals, the valuation allowance for deferred income taxes, and contingent liabilities.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Restricted Cash

Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash held in a separate bank account pledged to a bank as collateral for a bank guarantee provided to the lessor to secure the Company’s obligations under a lease agreement, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit held for collateral of a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for the Company. A corresponding fiduciary obligation, included in current liabilities in the accompanying condensed consolidated balance sheets, exists for disbursements to be made on behalf of the clients and may be more than the restricted cash balance if payment from customers has not been received.

Capitalized Software

The Company complies with the guidance of ASC Topic 350‑40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by- project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for its intended use.

Goodwill

Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. The Company operates in one reportable segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level. First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company recognizes an impairment loss in the condensed consolidated statement of operations for the amount by which the carrying amount exceeds the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying value. There was no goodwill impairment for the six months ended June 30, 2023 and 2022.

7

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

Intangible assets consist of customer relationships, non-compete agreements, and amounts attributed to patent and patent applications that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from five to ten years. The Company’s intangible assets are reviewed for impairment when events or circumstances indicate their carrying amounts may not be recoverable. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the six months ended June 30, 2023 and 2022.

Revenue Recognition

Third Party Administrator Revenue

Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As the Company completes its performance obligations, it has an unconditional right to consideration, as outlined in the Company’s contracts.

The Company also provides certain performance guarantees under their contracts with customers. Customers may be entitled to receive compensation if the Company fails to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. The Company had performance guarantee liabilities of $295,614, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, 2023.

Significant Payment Terms

Generally, the Company’s accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 10-day payment term. The Company does not offer discounts if the customer pays some or all of the invoiced amount prior to the due date.

Consideration paid for services rendered by the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services.

The Company uses the practical expedient and does not account for significant financing components because the period between recognition and collection does not exceed one year for all of the Company’s contracts.

Timing of Performance Obligations

All of the Company’s contracts with customers obligate the Company to perform services. Services provided include health and welfare administration, dependent eligibility verification, COBRA administration, and benefit billing. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report claims, and control of these services is transferred to the customer. The Company has the right to receive payment for all services rendered.

Determining and Allocating the Transaction Price

The transaction price of a contract is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.

To determine the transaction price of a contract, the Company considers its customary business practices and the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.

8

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s contracts with customers have fixed fee prices that are denominated per covered employee per month. The Company includes amounts of variable consideration in a contract’s transaction price only to the extent that it is probable that the amounts will not be subject to significant reversals (that is, downward adjustments to revenue recognized for satisfied performance obligations). In determining amounts of variable consideration to include in a contract’s transaction price, the Company relies on its experience and other evidence that supports its qualitative assessment of whether revenue would be subject to a significant reversal. The Company considers all the facts and circumstances associated with both the risk of a revenue reversal arising from an uncertain future event and the magnitude of the reversal if that uncertain event were to occur.

Captive Revenue

All general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis.

Loss and Loss Adjustment Expenses

The establishment of loss reserves by the policies primary insurer is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience with like claims. Consequently, the reserves established are a reflection of the opinions of a large number of persons and the Company is exposed to the possibility of higher or lower than anticipated loss cost due to real expense.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding shares of common stock for the period, considering the effect of participating securities. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, shares of common stock equivalents, if any, are not considered in the computation. At June 30, 2023 and 2022, there were 1,149,108 and 839,994 common stock equivalents, respectively. For the six months ended June 30, 2023 and 2022, these potential shares were excluded from the shares used to calculate diluted net loss per share as their effect would have been antidilutive.

Recently Issued Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. The Company does not have any supplier finance programs, and accordingly the adoption did not have a material impact on the Company’s condensed consolidated financial statements and the Company does not believe the impact of adopting the rollforward requirement in this accounting standard update will be material to the condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements.

NOTE 5 – ACQUISITION

On November 1, 2022, the Company consummated the acquisition of Maestro. Pursuant to the terms of the Purchase Agreement (“Maestro Agreement”), Marpai agreed to acquire all of the membership interests (the “Units”) of Maestro. In consideration for Marpai’s acquisition of the Units, Marpai agreed to pay the sellers an aggregate purchase price (the “Purchase Price”) of $19,900,000 determined

9

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

on the closing date (the “Base Purchase Price”), which shall be payable on or before April 1, 2024 (the “Payment Date”), and shall accrue interest until such time that is paid, such that on the Payment Date the Purchase Price, plus all accrued and unpaid interest, shall equal $22,100,000 (the “Adjusted Purchase Price”).

Any unpaid portion of the Purchase Price shall accrue interest at ten percent (10%) per annum, compounding annually, calculated on the basis of a 365-day year for the actual number of days elapsed (the “Specified Rate”), and shall be repaid as promptly as practicable to the Debt Seller. In addition, in the event Marpai or its subsidiaries receive proceeds from the sale of any securities in a private placement or public offering of securities (each an “Offering”), then Marpai shall pay to the seller an amount equal to thirty-five percent (35%) of the net proceeds of the Offering no later than sixty (60) days after the closing of Offering until such time as the Purchase Price has been paid in full.

Notwithstanding the foregoing, Marpai shall be required to make cumulative payments, representing the Adjusted Purchase Price and any additional interest that will accrue on the Adjusted Purchase Price after the Payment Date,, as follows: (i) $5,000,000 to be paid by December 31, 2024, (ii) $11,000,000 of cumulative payments to be paid by December 31, 2025, and (iii) $19,000,000 of cumulative payments to be paid by December 31, 2026 and (iv) $28,000,000 of cumulative payments to be paid by December 31, 2027.

On April 19, 2023, we closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the seller on July 19, 2023 and the balance will be paid no later than September 18, 2023.

As of June 30, 2023 the outstanding principle balance is $19,900,000 and the accrued interest on the principle is $1,119,262 for a total of $21,019,262 of which $2,294,751 is in other short-term liabilities and $18,724,511 is other long-term liabilities.

The following table represents the allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their acquisition-date fair values:

	December 31, 2022			Adjustment			June 30, 2023
Purchase Price
Purchase Price	$	19,900,000					$	19,900,000
Purchase Price Allocation
Cash	$	17,081,602					$	17,081,602
Restricted cash		16,306,547						16,306,547
Accounts receivable		321,198						321,198
Unbilled receivable		646,189						646,189
Prepaid expenses and other current assets		1,751,371						1,751,371
Property and equipment		921,680			(159,920	)		761,760
Operating lease - right of use assets		2,555,375						2,555,375
Goodwill		3,454,143			198,140			3,652,283
Trademarks		800,000						800,000
Customer relationships		840,000						840,000
Security deposits		1,240,889						1,240,889
Account payable		(150,328	)					(150,328	)
Accrued expenses		(4,554,280	)		(38,220	)		(4,592,500	)
Accrued fiduciary obligations		(16,306,547	)					(16,306,547	)
Operating lease liabilities		(4,816,490	)					(4,816,490	)
Deferred revenue		(191,349	)					(191,349	)
Total fair value of net assets acquired and liabilities assumed	$	19,900,000		$	—		$	19,900,000

10

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company recorded a measurement period adjustment to goodwill for the three months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $2,250, relating to pre-acquisition liabilities.

The Company recorded a measurement period adjustment to goodwill for the six months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $38,220, relating to pre-acquisition liabilities.

The following table summarizes the estimated fair values of Maestro’s identifiable intangible assets, their estimated useful lives and expected amortization periods:

			Useful
	Acquisition		Life in
	Fair Value		Years
Trademarks	$	800,000	5 Years
Customer relationships		840,000	5 Years

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2022:

	Three Months Ended			Six Months Ended
	June 30, 2022			June 30, 2022
	(pro forma)			(pro forma)
Revenue	$	10,356,740		$	21,933,145
Net loss		(9,926,040	)		(20,694,241	)

The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma adjustments include incremental amortization expense of $82,000 related to intangible and tangible assets acquired.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating Maestro into the Marpai legacy business.

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

	June 30, 2023			December 31, 2022
Equipment	$	90,861		$	402,675
Furniture and fixtures		761,923			1,007,699
Leasehold improvements		—			745,453
Total cost		852,784			2,155,827
Accumulated depreciation		(136,656	)		(649,745	)
Property and equipment, net	$	716,128		$	1,506,082

Depreciation expense was $268,502 and $143,205 for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense was $114,425 and $72,094 for the three months ended June 30, 2023 and 2022, respectively.

11

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – CAPITALIZED SOFTWARE

Capitalized software consists of the following at:

	June 30, 2023			December 31, 2022
Capitalized software	$	5,927,719		$	8,094,385
Accumulated amortization		(2,569,519	)		(3,505,679	)
Capitalized software, net	$	3,358,200		$	4,588,706

Amortization expense was $1,230,506 and $1,135,504 for the six months ended June 30, 2023 and 2022, respectively. Amortization expense was $614,733 and $598,575 for the three months ended June 30, 2023 and 2022, respectively.

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:

	Amount
Balance as of December 31, 2022	$	5,837,060
Measurement period adjustment to goodwill (Note 5)		198,140
Balance as of June 30, 2023	$	6,035,200

Intangible assets consist of the following:

	June 30, 2023
	Useful	Gross Carrying		Accumulated			Net Carrying
	Life	Amount		Amortization			Amount
Trademarks	5-10 Years	$	2,320,000	$	(448,673	)	$	1,871,327
Noncompete agreements	5 Years		990,000		(445,500	)		544,500
Customer relationships	5-7 Years		3,760,000		(1,050,572	)		2,709,428
Patents and patent applications	(*)		650,450		-			650,450
		$	7,720,450	$	(1,944,745	)	$	5,775,705
	December 31, 2022
Trademarks	5-10 Years	$	2,320,000	$	(292,671	)	$	2,027,329
Noncompete agreements	5 Years		990,000		(346,500	)		643,500
Customer relationships	5-7 Years		3,760,000		(758,000	)		3,002,000
Patents and patent applications	(*)		650,450		—			650,450
		$	7,720,450	$	(1,397,171	)	$	6,323,279

(*)Patents have yet to be approved by the United States Patent and Trademark Office. Useful life is determined upon placement into service after approval.

Amortization expense was $547,574 and $383,571 for the six months ended June 30, 2023 and 2022, respectively. Amortization expense was $273,787 and $166,213 for the three months ended June 30, 2023 and 2022, respectively.

NOTE 9 – LOSS AND LOSS ADJUSTMENT EXPENSES

The following tables shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

12

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	June 30, 2023		June 30, 2022
Net reserves at January 1,	$	—	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		147,415		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		147,415		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

	June 30, 2023		June 30, 2022
Net reserves at April 1,	$	84,412	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		63,003		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		63,003		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

For the three and six month periods ended June 30, 2023, initial reserves were established for the start of the Company's captive operations.

NOTE 10 – REVENUE

Disaggregation of Revenue

The following tables illustrates the disaggregation of revenue by similar products:

For the three months period

	June 30, 2023		June 30, 2022
TPA services	$	9,991,712	$	5,556,506
Captive insurance		55,268		—
Total	$	10,046,980	$	5,556,506

For the six months period

	June 30, 2023		June 30, 2022
TPA services	$	19,574,380	$	11,775,315
Captive insurance		144,644		—
Total	$	19,719,024	$	11,775,315

13

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – SHARE-BASED COMPENSATION

Global Stock Incentive Plan

On May 31, 2022, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Global Incentive Plan (the “Plan”) by 1,575,000 shares, thus bringing the total number of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) that may be issued pursuant to the Plan to 1,950,855.

On May 31, 2023, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Global Incentive Plan (the “Plan”) by an additional 500,000 shares, thus bringing the total number of stock options, RSUs and RSAs that may be issued pursuant to the Plan to 2,450,855.

Under the term of the Plan, on the grant date, the Board of Directors determines the vesting schedule of each stock option and RSUs on an individual basis. All stock options expire ten (10) years from the date of the grant. Vested options expire 90 days after the termination of employment of the grantee.

Stock Options

The fair value of options and share awards granted under the stock option plan during the six months ended June 30, 2023 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants:

	January 2023
Risk-free interest rates		3.43	%
Expected life	5 years
Expected volatility		41.00	%
Expected dividend yield		0.00	%

The following table summarizes the stock option activity:

						Weighted Average		Aggregate
	Number of			Weighted Average		Remaining		Intrinsic
	Options			Exercise Price		Contractual Term		Value
Balance at January 1, 2023		931,934		$	5.88		8.91	$	203,295
Granted		319,750			3.44
Forfeited/Cancelled		(189,866	)		6.50
Exercised		(27,674	)	0.008
Balance at June 30, 2023		1,034,144			5.16		8.84	$	55,143
Exercisable at June 30, 2023		508,668		$	5.75		8.61	$	41,736

The following table summarizes the Company’s non-vested stock options:

				Weighted-Average
	Non-vested Options			Grant Date Fair
	Outstanding			Value
At January 1, 2023		507,664		$	2.64
Options granted		319,750			1.41
Options forfeited/cancelled		(138,785	)		4.00
Options exercised		(2,119	)		5.14
Options vested		(161,034	)		2.07
At June 30, 2023		525,476		$	1.89

14

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2023 and 2022, the Company recognized $388,236 and $483,211 of stock compensation expense relating to stock options, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $171,812 and $378,809 of stock compensation expense relating to stock options, respectively. As of June 30, 2023, there was $1,017,171 of unrecognized stock compensation expense related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

Restricted Stock Awards

In July 2019, the Board of Directors of the Company authorized grants of restricted stock awards (“RSAs”) through a restricted stock award purchase agreement to certain founders, consultants, and advisors of the Company. Certain grants to the Company’s founders were fully vested at the date of incorporation, other grants vest over a four-year period on each anniversary of the grant date, based on continued employment, and other grants vest based on various milestones. The shares of common stock underlying the RSAs are issued upon grant.

The following table summarizes the restricted stock awards activity:

				Weighted-Average
				Grant Date Fair
	Outstanding			Value
Outstanding at January 1, 2023		55,735		$	5.92
Granted		—			—
Forfeited/cancelled		—			—
Vested		(46,054	)		5.81
Outstanding at June 30, 2023		9,681		$	6.37

For the six months ended June 30, 2023 and 2022, the Company recognized $241,782 and $628,318 of stock compensation expense relating to RSAs, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $120,891 and $483,733 of stock compensation expense relating to RSAs, respectively. As of June 30, 2023, there was $70,848 of unrecognized compensation expense related to unvested restricted share awards that is expected to be recognized over a weighted-average period of approximately 1 month.

Restricted Stock Units

On June 14, 2022, the Board of Directors of the Company authorized the grant of 356,851 RSUs, of which 336,538 were granted to an officer of the Company who joined the Company in February 2022. Of the RSUs granted to the officer, 48,077 vested immediately and the balance of 288,461 vested in equal quarterly installments through February 28, 2023. Under the terms of the officer’s employment agreement, the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates. The Company accrued $201,282 in accrued expenses in the condensed consolidated balance sheet, reflecting this minimum value obligation as of June 30, 2023.

On February 28, 2023, the Company issued 33,387 fully vested RSUs to an officer upon his one year anniversary of employment.

The following table summarizes the restricted stock units activity:

	Outstanding			Value
Outstanding at January 1, 2023		72,957		$	4.44
Granted		152,137			3.32
Forfeited/cancelled		—			—
Vested		(99,052	)		4.22
Outstanding at June 30, 2023		126,042		$	3.23

15

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended June 30, 2023 and 2022, the Company recognized $358,486 and $381,829 of stock compensation expense relating to RSUs, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $72,377 and $381,829 of stock compensation expense relating to RSUs, respectively. As of June 30, 2023, there was $344,680 of unrecognized compensation expense related to unvested restricted share units that is expected to be recognized over a period of 3.3 years.

NOTE 12 – WARRANTS

Upon closing of the Company's public offering (Note 16), the Company issued to the underwriter, warrants to purchase 92,500 shares of common stock (the “Underwriter’s Warrants”). The Underwriter’s Warrants are exercisable at a per share exercise price equal to 125% of the public offering price per share in the offering, which was determined to be $5.00. The Underwriter’s Warrants are exercisable at any time, in whole or in part, from October 19, 2023 through April 19, 2028.

The table below summarizes the Company’s warrant activities:

	Number of
	Warrants to		Exercise Price		Weighted
	Purchase Common		Range Per		Average
	Shares		Share		Exercise Price
Balance at January 1, 2023		412,218	$5.72 to 31.60		$	23.68
Granted		92,500		5.00		5.00
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2023		504,718	$5.00 to 31.60		$	20.25
Balance at January 1, 2022		412,218	$5.72 to 31.60		$	23.68
Granted		—		—		—
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2022		412,218	$5.72 to 31.60		$	23.68

NOTE 13 – SEGMENT INFORMATION

Research and development activities are conducted through the Company’s wholly owned subsidiary, EYME Technologies, Ltd., in Israel. Geographic long-lived asset information presented below is based on the physical location of the assets at the end of year. All of the Company’s revenues are derived from customers located in the United States.

Long-lived assets including goodwill, intangible assets, capitalized software, property and equipment and operating lease right-of-use, by geographic region, are as follows at:

	June 30, 2023		December 31, 2022
United States	$	16,332,726	$	17,993,006
Israel		2,312,934		4,103,931
Total long-lived assets	$	18,645,660	$	22,096,937

NOTE 14 – RELATED PARTY TRANSACTIONS

The Company receives consulting services and marketing services from various shareholders and directors. The total cost of these consulting services for the three months ended June 30, 2023 and 2022 was approximately $44,000 and $44,000, respectively. The total cost of these consulting services for the six months ended June 30, 2023 and 2022 was approximately $95,000 and $114,000, respectively. The total cost of marketing services for the three months ended June 30, 2023 and 2022 was approximately $0 and $0, respectively. The total cost of marketing services for the six months ended June 30, 2023 and 2022 was approximately $0 and $565,000, respectively. No amounts due to these certain shareholders were included in accounts payable of June 30, 2023 and December 31, 2022.

16

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 30, 2020, the Company received an advance from a certain investor for reimbursement of certain expenses. This is recorded as due to related party on the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 in the amount of $2 and $3,201, respectively.

NOTE 15 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2023		December 31, 2022
Employee compensation	$	1,409,005	$	1,433,327
Accrued bonuses		1,243,277		1,712,009
Performance guarantee liabilities		295,614		244,029
Other accrued expenses and liabilities		2,005,210		1,885,351
Accrued expenses	$	4,953,106	$	5,274,716

NOTE 16 – STOCKHOLDERS’ (DEFICIT) EQUITY

On April 19, 2023, the Company closed its public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement (Note 5), $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the Seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the Seller on July 19, 2023 and the balance will be paid no later than September 18, 2023.

During the six months ended June 30, 2023, the Company issued 25,000 shares of common stock to a vendor in consideration for services.

NOTE 17 – INCOME TAXES

The effective tax rate was 0% for the six months ended June 30, 2023 and 2022. The effective tax rate differs from the federal tax rate of 21% for the six months ended June 30, 2023 and 2022 due primarily to the full valuation allowance on deferred tax assets, and other discrete items.

At December 31, 2022, the Company had federal and state net operating losses (“NOLs”) in the amount of $29,547,000 and $26,649,000 respectively. These NOLs expire from 2031 to 2041 or have indefinite lives. However, the Tax Cuts & Jobs Act of 2017 limits the amount of net operating loss the Company can utilize each year after December 31, 2020 to 80% of taxable income.

Income tax expense is recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using current tax rates. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset will not be realized. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets.

The Company and its subsidiaries’ income tax returns since 2019 are open to review by the tax authorities.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act") that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to its business.

17

MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were available for issuance.

On July 14, 2023, the Company and Mr. Yaron Eitan , who serves as Chairman of the Board agreed to replace the consulting agreement dated April 20, 2021 (the “Consulting Agreement”) with an employment agreement pursuant to which the Company agreed to pay Mr. Eitan an annualized base salary of $168,000 for his duties as Chairman of the Board of Directors. Mr. Eitan is also eligible to participate in the Company’s employee benefits program effective August 1, 2023. Under the terms of the terminated Consulting Agreement, Mr. Eitan’s annual compensation as Chairman of the Board was $180,000.

On April 19, 2023, the Company closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the seller on July 19, 2023, and the balance will be paid no later than September 18, 2023.

On July 31, 2023, the Company entered into an Amendment to the Executive Employment Agreement between the Company and Lutz Finger pursuant to which the Company and Mr. Finger agreed to delay the vesting of certain equity compensation due to Mr. Finger.

18

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MARPAI, INC.

As used in this report, the terms “we”, “us”, “our”, the “Company”, and “Marpai” mean Marpai, Inc., and our wholly owned subsidiaries, Marpai Captive, Inc. (“Marpai Captive”), Marpai Administrators, LLC (“Marpai Administrators”), Maestro Health, LLC (“Maestro”) and Marpai Health, Inc. (“Marpai Health”) and its wholly owned Israeli subsidiary EYME Technologies, Ltd. (“EYME”), unless otherwise indicated or required by the context.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10‑Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performances, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performances or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part II, Item 1A of this Quarterly report and the Risk Factors section of our Annual Report on Form 10-K, filed on March 29, 2023 with the SEC.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10‑Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Nasdaq Deficiency Letters and Reverse Stock Split

On January 11, 2023, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the "Bid Price Requirement"). At our Special Meeting of Stockholders held on June 26, 2023, our stockholders approved a proposal to authorize a reverse stock split of the common stock, at a ratio within the range of 1-for-2 to 1-for-5. The Board approved a 1-for-4 reverse split ratio, and on June 26, 2023, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect the reverse split effective June 29, 2023. On July 14, 2023, the Company was notified by Nasdaq that we regained compliance with the Bid Price Requirement and the matter was now closed.

On May 31, 2023, we received a notification letter (the “Notice”) from Nasdaq advising us that for the last 30 consecutive business days preceding the date of the Notice, our Market Value of Listed Securities (“MVLS”) has been below the minimum of $35,000,000 required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar days, or until November 27, 2023, to regain compliance with the MVLS Requirement (the “Compliance Period”). Our securities will continue to trade on Nasdaq during the Compliance Period. To regain compliance, our securities must trade at or above a level such that the Company’s MVLS closes at or above $35,000,000 for a minimum of ten consecutive business days during the Compliance Period, or we must meet another listing standard as required under Nasdaq rules. If we do not regain compliance by November 27, 2023 (or the second compliance period, if applicable), then Nasdaq staff will provide written notice to us that our securities are subject to delisting. At that time, we may appeal the delisting determination to a Hearings Panel. We intend to monitor its MVLS and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement.

19

Overview

We were formed as a Delaware corporation on January 22, 2021 with the intention to facilitate an initial public offering and other related transactions in order to carry on the business of two healthcare entities, Marpai Health and Marpai Administrators. We acquired Maestro on November 1, 2022 to increase the capacity to service the heath industry. Marpai Inc.’s mission is to positively change healthcare for the benefit of (i) our clients who are self-insured employers that pay for their employees’ healthcare benefits and engage the Company to administer the latter’s healthcare claims, to whom the Company refers as “Clients”; (ii) employees who receive these healthcare benefits from its clients, to whom we refer as “Members”, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products to whom we refer as “Providers”. Our mission is to positively change healthcare for the benefit of Clients, Members and Providers.

Our company is the combination of Marpai Health, Inc., Marpai Administrators, and Maestro. Marpai Health is our technology focused subsidiary, with a research and development team in Tel Aviv, Israel. Marpai Administrators and Maestro are our healthcare payer subsidiaries that provides administration services to self-insured employer groups across the United States. They act as a TPA handling all administrative aspects of providing healthcare to self-insured employer groups. We have combined these three businesses to create what we believe to be the Payer of the Future, which has not only the licenses, processes and know- how of a payer but also the latest technology. This combination allows us to differentiate in the TPA market by delivering a technology-driven service that we believe can lower the overall cost of healthcare while maintaining or improving healthcare outcomes. Marpai Captive was founded in March 2022 as a Delaware corporation. Marpai Captive engages in the captive insurance market and commenced operations in the first quarter of 2023.

After the acquisition of Maestro, we commenced an integration project that combines the operations of Marpai Administrators and Maestro. We expect to complete the integration of the two businesses in 2023 and they will then operate as one business.

Representation in the Financial Statements of Marpai, Inc.

The unaudited condensed consolidated financial statements of Marpai, Inc and the discussion of the results of its operations in this quarterly report, reflect the results of the operations of Marpai Health (and its subsidiary EYME) for all periods presented, the results of Maestro since its acquisition on November 1, 2022 and the results of Marpai Captive since January 1, 2023. The results for the three months and six months ended June 30, 2023, as applicable, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The Company also continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences.

20

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2023 and 2022

The following tables set forth our consolidated results of operations for the periods indicated.

	Three Months Ended June 30,
	2023			2022			Change			%
Revenue	$	10,046,980		$	5,556,506		$	4,490,474			80.8	%
Costs and expenses
Cost of revenue (exclusive of depreciation and    amortization shown separately below)		6,429,688			4,151,560			2,278,128			54.9	%
General and administrative		5,725,071			2,319,977			3,405,094			146.8	%
Sales and marketing		1,473,311			2,216,788			(743,477	)		(33.5	)%
Information technology		1,319,443			1,189,733			129,710			10.9	%
Research and development		523,432			1,309,157			(785,725	)		(60.0	)%
Depreciation and amortization		1,002,946			776,411			226,535			29.18	%
Loss on disposal of assets		343,588			60,471			283,117			468.19	%
Facilities		500,189			196,341			303,848			154.8	%
Total costs and expenses		17,317,668			12,220,438			(5,097,230	)		(41.7	)%
Operating loss		(7,270,688	)		(6,663,932	)		606,756			(9.1	)%
Other income and (expenses)
Other income (expense), net		50,451			(9,706	)		60,157			(619.8	)%
Interest expense		(333,279	)		(562	)		(332,717	)		59202.3	%
Foreign exchange gain (loss)		(3,104	)		9,418			(12,522	)		(133.0	)%
Total other income (expense)		(285,932	)		(850	)		285,082			(33539.1	)%
Loss before income taxes		(7,556,620	)		(6,664,782	)		891,838			(13.4	)%
Income tax expense		—			—			—			—
Net loss		(7,556,620	)		(6,664,782	)		891,838			(13.4	)%
Net loss per share, basic and fully diluted		(1.10	)		(1.34	)		(0.24	)		17.8	%

	Six Months Ended June 30,
	2023			2022			Change			%
Revenue	$	19,719,024		$	11,775,315		$	7,943,709			67.5	%
Costs and expenses
Cost of revenue (exclusive of depreciation and    amortization shown separately below)		12,838,490			8,698,355			4,140,135			47.6	%
General and administrative		10,951,490			5,222,109			5,729,381			109.7	%
Sales and marketing		3,652,428			3,775,904			(123,476	)		(3.3	)%
Information technology		3,506,252			2,324,006			1,182,246			50.9	%
Research and development		1,023,641			1,902,264			(878,623	)		(46.2	)%
Depreciation and amortization		2,046,582			1,601,809			444,773			27.77	%
Loss on disposal of assets		343,588			60,471			283,117			468.19	%
Facilities		1,150,025			392,936			757,089			192.7	%
Total costs and expenses		35,512,496			23,977,854			(11,534,642	)		(48.1	)%
Operating loss		(15,793,472	)		(12,202,539	)		3,590,933			(29.4	)%
Other income and (expenses)
Other income, net		100,905			39,291			61,614			156.8	%
Interest expense, net		(718,289	)		(4,507	)		(713,782	)		15837.2	%
Foreign exchange (loss) gain		(18,613	)		13,309			(31,922	)		(239.9	)%
Total other (expense) income		(635,997	)		48,093			(684,090	)		(1422.4	)%
Loss before income taxes		(16,429,469	)		(12,154,446	)		(4,275,023	)		35.2	%
Income tax expense		—			—			—			—
Net loss		(16,429,469	)		(12,154,446	)		(4,275,023	)		35.2	%
Net loss per share, basic and fully diluted		(2.70	)		(2.46	)		(0.25	)		10.0	%

21

Comparison of the Three and Six Months Ended June 30, 2023 and 2022

Revenues and Cost of Revenue

During the three months ended June 30, 2023 and 2022, our total revenue was $10,046,980 and $5,556,506, respectively, representing an increase in revenue of $4,490,475. The main reason for the increase in revenues was due to the revenue generated by Maestro amounting to $5,674,259 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), partially offset by a decline of $1,452,708 in revenue due to the termination by the Company, effective September 2022, of a contract with a client that failed to meet its contractual obligations.

During the six months ended June 30, 2023 and 2022, our total revenue was $19,719,024 and $11,775,315, respectively, representing an increase in revenue of $7,943,709. The main reason for the increase in revenues was due to the revenue generated by Maestro amounting to $10,711,683 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), partially offset by a decline of $2,779,775 in revenue due to the termination by the Company, effective September 2022, of a contract with a client that failed to meet its contractual obligations.

Total revenues consist of fees that we charge our customers in consideration for administering their self-insured healthcare plans as well as fees that we receive for ancillary services such as care management, case management, cost containment services, and other services provided to our customers by us or other vendors.

During the three months ended June 30, 2023 and 2022, our cost of revenue exclusive of depreciation and amortization was $6,429,688 and $4,151,560, respectively, representing an increase of $2,278,128. The main reason for the increase in the cost of revenue was due to the cost of revenue generated by Maestro amounting to $2,780,535 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), and increased computer and telephone costs of $377,012 due to vendor alignment between Maestro and Marpai, partially offset by the reduction in the cost of revenues amounting to $1,073,555 relating to the termination of the customer contract described above.

During the six months ended June 30, 2023 and 2022, our cost of revenue exclusive of depreciation and amortization was $12,838,490 and $8,698,355, respectively, representing an increase of $4,140,134. The main reason for the increase in the cost of revenue was due to the cost of revenue generated by Maestro amounting to $5,538,618 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), increased computer and telephone costs of $588,881 due to vendor alignment between Maestro and Marpai, partially offset by the reduction in the cost of revenues amounting to $2,145,471 relating to the termination of the customer contract described above.

Total cost of revenues consists of (i) service fees, which primarily include vendor fees associated with the client’s benefit program selections, (ii) the direct labor cost associated with claim management and processing services, and (iii) direct labor costs associated with providing customer support and services to the clients, members, and other external stakeholders.

Research and Development Expenses

We incurred $523,432 of research and development expenses for the three months ended June 30, 2023 compared to $1,309,157 for the three months ended June 30, 2022, a decrease of $785,725. The decrease is attributable to (i) decreased expenditures in EYME amounting to approximately $217,459, associated primarily with a lower number of research and development employees in the three months ended June 30, 2023 as compared to the three months ended June 30, 2022, (ii) a decrease in employee stock based compensation of $258,053, and (iii) in 2022, the President of Production and Development’s time was split and allocated with $300,811 being included in research and development expenses, but no allocation was made for research and development in 2023 due to change in presidents job responsibilities.

We incurred $1,023,641 of research and development expenses for the six months ended June 30, 2023 compared to $1,902,264 for the six months ended June 30, 2022, a decrease of $878,623. The decrease is attributable to (i) decreased expenditures in EYME amounting to approximately $251,862, associated primarily with a lower number of research and development employees in the six months ended June 30, 2023 as compared to the six months ended June 30, 2022, (ii) a decrease in employee stock based compensation of $316,547, and (iii) in 2022, the President of Production and Development’s time was split and allocated with $300,811 being included in research and development expenses, but no allocation was made for research and development in 2023 due to change in presidents job responsibilities. .

22

General and Administrative Expenses

We incurred $5,725,071 of general and administrative expenses for the three months ended June 30, 2023 compared to $2,319,977 for the three months ended June 30, 2022, an increase of $3,405,094. The reason for the increase is due to (i) general and administrative expenses generated by Maestro amounting to $2,638,099 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) an increase in legal and professional fees expenses of $140,482 due to exploration of equity possibilities and additional audit services, and (iii) an increase in Marpai Administrators’ employee cost of approximately $550,000 severance and expanded leadership.

We incurred $10,951,490 of general and administrative expenses for the six months ended June 30, 2023 compared to $5,222,109 for the six months ended June 30, 2022, an increase of $5,729,381. The reason for the increase is due to (i) general and administrative expenses generated by Maestro amounting to $4,589,304 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) an increase in legal and professional fees expenses of $256,566 due to exploration of equity possibilities and additional audit services, and (iii) an increase in Marpai Administrators’ employee cost of approximately $1,100,000 severance and expanded leadership.

Sales and Marketing Expenses

We incurred $1,473,311 of sales and marketing expenses for the three months ended June 30, 2023 compared to $2,216,788 for the three months ended June 30, 2022, a decrease of $743,477. This decrease was primarily due to (i) reduction in outside marketing cost of $458,207, (ii) decreased expenditures amounting to approximately $190,000, associated with a lower number of sales and marketing employees, (iii) a decrease in employee stock based compensation of $346,743, all partially offset by sales and marketing expenses generated by Maestro amounting to $329,805 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022).

We incurred $3,652,428 of sales and marketing expenses for the six months ended June 30, 2023 compared to $3,775,904 for the six months ended June 30, 2022, a decrease of $123,476. This decrease was primarily due to a reduction in outside marketing cost of $1,044,329, partially offset by sales and marketing expenses generated by Maestro amounting to $968,563 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022).

Information Technology Expenses

We incurred $1,319,443 of information technology expenses for the three months ended June 30, 2023 compared to $1,189,733 for the three months ended June 30, 2022, an increase of $129,710. This increase was primarily due to information technology expenses generated by Maestro amounting to $520,609 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), offset by the allocation in 2022 of the President of Production and Development’s time of $300,811 being included in information technology expenses but no allocation was made to information technology in 2023, as well as a reduction in employee expenses of approximately $90,000.

We incurred $3,506,252 of information technology expenses for the six months ended June 30, 2023 compared to $2,324,006 for the six months ended June 30, 2022, an increase of $1,182,246. This increase was primarily due to information technology expenses generated by Maestro amounting to $1,683,517 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022).

Depreciation and Amortization

We incurred $1,002,946 of depreciation and amortization expenses for the three months ended June 30, 2023 compared to $776,411 for the three months ended June 30, 2022, an increase of $226,535. This increase was primarily due to (i) depreciation and amortization expense generated by Maestro amounting to $104,151 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), and (ii) the increase in depreciation of leasehold improvements to match the ending of the lease term of approximately $100,000.

We incurred $2,046,582 of depreciation and amortization expenses for the six months ended June 30, 2023 compared to $1,601,809 for the six months ended June 30, 2022, an increase of $444,773. This increase was primarily due to (i) depreciation and amortization expense generated by Maestro amounting to $228,672 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) the increase in depreciation of leasehold improvements to match the ending of the lease term of approximately $100,000, and (iii) the increase in amortization of software expense in the amount of $94,114.

23

Loss on Disposal of Assets

We incurred $343,588 of loss on disposal of assets for the three months ended June 30, 2023 compared, to $60,471 for the three months ended June 30, 2022, an increase of $283,117. This increase was primarily due to disposal of furniture and leasehold improvement assets that were no longer needed as the lease terms ended.

We incurred $343,588 of loss on disposal of assets for the six months ended June 30, 2023 compared, to $60,471 for the six months ended June 30, 2022, an increase of $283,117. This increase was primarily due to disposal of furniture and leasehold improvement assets that were no longer needed as the lease terms ended.

Interest Expense, net

We incurred $333,279 of interest expense for the three months ended June 30, 2023 compared to $562 for the three months ended June 30, 2022, an increase of $332,717. Interest expense increased primarily due to the interest accrued on outstanding debt relating to the acquisition of Maestro which closed on November 1, 2022.

We incurred $718,289 of interest expense for the six months ended June 30, 2023 compared to $4,507 for the six months ended June 30, 2022, an increase of $713,782. Interest expense increased primarily due to the interest accrued on outstanding debt relating to the acquisition of Maestro which closed on November 1, 2022.

Liquidity and Capital Resources

As of June 30, 2023, the Company had an accumulated deficit of approximately $64.4 million, unrestricted cash and cash equivalents of approximately $8.7 million and working capital of approximately $1.5 million. For the six months ended June 30, 2023, the Company recognized a net loss of approximately $16.4 million and negative cash flows from operations of approximately $8.7 million.

The Company has spent most of its cash resources on funding its operating activities. Through June 30, 2023, the Company has financed its operations primarily with the proceeds from the issuance of convertible promissory notes and warrants as sales of its equity securities.

On April 19, 2023, we closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the seller on July 19, 2023 and the balance will be paid no later than September 18, 2023.

Management continues to evaluate additional funding alternatives and is seeking to raise additional funds through the issuance of equity or debt securities.

If we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and we may be forced to scale back operations or divest some or all of our assets.

As a result of the above, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

24

Cash Flows

The following tables summarizes selected information about our sources and uses of cash and cash equivalents for the six months ended June 30, 2023 and 2022:

Comparison of the Six Months Ended June 30, 2023 and 2022

	Six Months Ended June 30,
	2023			2022
Net cash used in operating activities	$	(8,739,102	)	$	(10,122,604	)
Net cash provided by (used in) investing activities		17,946			(619,990	)
Net cash provided by financing activities		6,431,879			—
Net decrease in cash and cash equivalents and restricted cash	$	(2,289,277	)	$	(10,742,594	)

Net Cash Used in Operating Activities

Net cash used in operating activities totaled $8,739,102 for the six months ended June 30, 2023, a decrease of $1,383,502 as compared to $10,122,604 for the six months ended June 30, 2022. Net cash used in operating activities was primarily driven by our net loss for the period of $16,429,471 net of (i) non-cash items totaling $5,317,156 and (ii) decrease in net working capital items amounting to $2,373,210.

Net Cash Provided by (Used in) Investing Activities

A total of $17,946 was provided by investing activities in the six months ended June 30, 2023, a decrease of $637,936 as compared to $619,990 in cash used in investing activities for the six months ended June 30, 2022. The primary reason for the decline is the decline in the capitalization of software development costs.

Net Cash Provided by Financing Activities

A total of $6,431,879 was received from financing activities during the six months ended June 30, 2023, comprising of net proceeds provided from a public offering of common stock of $6,431,615 and $264 provided from the exercising of stock options.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.

See Note 4 to our condensed consolidated financial statements included in this Form 10-Q for a description of the significant accounting policies that we use to prepare our consolidated financial statements.

New Accounting Pronouncements

We have considered recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our condensed consolidated financial statements.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022.

25

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign exchange risk

The cash generated from revenue is denominated in U.S. Dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are in the United States and Israel. Our results of current and future operations and cash flows are therefore subject to fluctuations due to changes in the exchange rate of the New Israeli Shekel (NIS). The effect of a hypothetical 10% change in the exchange rate of the NIS versus the U.S. Dollar would not have had a material impact on our historical condensed consolidated financial statements for the six months ended June 30, 2023. To date we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes or is expected to become more significant.

Interest rate risk

We had cash and cash equivalents balances of $8,726,150 and $13,764,508 on June 30, 2023 and December 31, 2022, respectively. Currently, management does not view this exposure to be a significant risk.

Inflation Risk

Inflation generally affects us by increasing our labor costs. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the six months ended June 30, 2023.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the fiscal quarter ended June 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial and Accounting Officer have concluded that, during the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate, to allow timely decisions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the second quarter ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II – OTHER INFORMATION

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the first quarter of 2023, the Company issued an aggregate of 25,000 shares of its common stock to certain of its service providers as compensation in lieu of cash compensation owed to them for services rendered. The Company claimed exemption from registration

26

under the Securities Act of 1933, as amended (the “Securities Act”) for the foregoing transactions under Section 4(a)(2) of the Securities Act.

ITEM 6. Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 filed with our Current Report on Form 8-K on June 29, 2023).
10.1**+	Employment Agreement between Marpai, Inc. and Yaron Eitan, effective July 14, 2023.
10.2**+	Amendment to Executive Employment Agreement between Marpai, Inc. and Lutz Finger, effective July 31, 2023.
31.1	Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1*	Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2*	Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002
101*	Interactive Data Files
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

** Filed herewith.

+ Management contract or compensation plan.

27

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, thereunto duly authorized.

	MARPAI, INC.
Date: August 3, 2023		/s/ Edmundo Gonzalez
	Name:	Edmundo Gonzalez
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		/s/ Yoram Bibring
	Name:	Yoram Bibring
	Title	Chief Financial Officer
		(Principal Financial and Accounting Officer)

28

EX-10.1

Exhibit 10.1

 

July 11, 2023

Mr. Yaron Eitan

188 Ludlow Street

Appt 4i

New York, NY 10002

Via Email: yeitan@selway.com

Dear Mr. Eitan,

This letter includes the key elements of our compensation arrangement with you. After you carefully review the content, please indicate your acceptance by signing and dating below, and returning this letter no later than July 14, 2023.

Title: Chairman of the Board

Start Date: July 1, 2023

Compensation: Annualized Base Salary of $168,000 which will be $7,000 per pay period. (24 pay periods annually). Your will be eligible for a variable work schedule in which you will work the hours necessary to complete your duties and to remain benefits eligible.

FLSA Status: Exempt

Office Location: Remote

Benefits: You will be eligible to participate in benefits effective August 1, 2023. Information related to Marpai benefit offerings will be provided under separate email.

This letter is not intended to constitute an employment agreement between you and the Marpai, or to obligate the Marpai to provide any specific terms of employment. Marpai may elect to alter the employment terms described in this letter at any time. Accordingly, your relationship to Marpai throughout your employment will be that of an employee at-will. This means that your employment with Marpai will not be for any definite length of time, and that either you or Marpai may terminate the employment relationship for any reason, with or without prior notice. The at-will status of your employment may not be altered in any way by any oral or written statement made by any employee of Marpai, except for an express written agreement to such effect signed by you and the Chief Executive Officer.

If you have any questions, please feel free to reach out. Please sign below noting your acceptance of this letter no later than July 14, 2023.

Sincerely,

Kim Howe

SVP, Human Resources

Marpai

Accepted by: (name) ____________________________________ Date: _________________

EX-10.2

Exhibit 10.2

MARPAI, INC.

July 31, 2023

Via e-mail

Mr. Lutz Finger

Dear Lutz,

You and Marpai, Inc. (the “Company”) are parties to an employment letter agreement effective February 28, 2022, as amended by the letter agreement effective February 27, 2023 (as so amended, the “Employment Agreement”).

This letter (this “Amendment”) modifies the Employment Agreement as set forth below:

In Section 10(a), each instance of the date “August 1, 2023”, is replaced by the date “September 1, 2023”.

All other terms of the Employment Agreement will remain unchanged.

This letter is subject to the approval of the Board of Directors of the Company.

Very truly yours,

I have read and accept this Amendment to the Employment Agreement

By:

Name: Lutz Finger

EX-31.1

Table of Contents`

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rule 13a-14(a)

I, Edmundo Gonzalez, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Marpai, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2023

/s/Edmundo Gonzalez

Edmundo Gonzalez

Chief Executive Officer
(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rule 13a-14(a)

I, Yoram Bibring, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Marpai, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 3, 2023

/s/Yoram Bibring

Yoram Bibring

Chief Financial Officer
(Principal Financial Officer)

EX-32.1

Table of Contents`

Exhibit 32.1

MARPAI, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Marpai, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edmundo Gonzalez, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Edmundo Gonzalez

Edmundo Gonzalez

Chief Executive Officer
(Principal Executive Officer)

August 3, 2023

EX-32.2

Table of Contents`

Exhibit 32.2

MARPAI, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Marpai, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yoram Bibring, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Yoram Bibring

Yoram Bibring

Chief Financial Officer
(Principal Financial Officer)

August 3, 2023

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Entity File Number	001-40904
Entity Registrant Name	MARPAI, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-1916231
Entity Address, State or Province	FL
Entity Address, Address Line One	5701 East Hillsborough Ave., Suite 1417
Entity Address, City or Town	Tampa
Entity Address, Postal Zip Code	33610‑5428
City Area Code	646
Local Phone Number	303‑3483
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MRAI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,255,814
Entity Central Index Key	0001844392
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)		Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents		$ 8,726,150	$ 13,764,508
Restricted cash		12,101,689	9,352,608
Accounts receivable, net		1,009,250	1,437,786
Unbilled receivable		705,204	350,393
Prepaid expenses and other current assets		1,162,677	1,601,920
Other receivables		44,421	30,634
Total current assets		23,749,391	26,537,849
Property and equipment, net		716,128	1,506,082
Capitalized software, net		3,358,200	4,588,706
Operating lease right-of-use assets		2,760,427	3,841,810
Goodwill		6,035,200	5,837,060
Intangible assets, net		5,775,705	6,323,279
Security deposits		1,307,454	1,293,166
Other long-term asset		21,668	21,668
Total assets		43,724,173	49,949,620
Current liabilities:
Accounts payable		2,147,065	1,457,670
Accrued expenses		4,953,106	5,274,716
Accrued fiduciary obligations		10,737,362	9,024,463
Deferred revenue		1,316,182	288,499
Current portion of operating lease liabilities		784,935	1,311,295
Total current liabilities		22,233,403	17,359,844
Other long-term liabilities		18,724,511	20,203,700
Operating lease liabilities, net of current portion		3,955,139	4,771,871
Deferred tax liabilities		1,479,880	1,479,880
Total liabilities		46,392,933	43,815,295
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' (DEFICIT) EQUITY
Common stock, $0.0001 par value, 227,791,050 shares authorized; 7,255,818 and 5,319,758 issued and outstanding at June 30, 2023 and December 31, 2022, respectively	[1]	725	532
Additional paid-in capital		61,754,084	54,127,893
Accumulated deficit		(64,423,569)	(47,994,100)
Total stockholders' (deficit) equity		(2,668,760)	6,134,325
Total liabilities and stockholders' (deficit) equity		43,724,173	49,949,620
Nonrelated Party
Current liabilities:
Other short-term liability		2,294,751
Related Party
Current liabilities:
Other short-term liability		$ 2	$ 3,201

[1] Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Statement of Financial Position [Abstract]
Allowance for credit losses | $	$ 23,458	$ 23,458
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares authorized	227,791,050	227,791,050
Common stock, shares issued	7,255,818	5,319,758
Common stock, shares outstanding	7,255,818	5,319,758
Reverse stock split ratio	0.25	0.25
Reverse stock split	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue		$ 10,046,980	$ 5,556,506	$ 19,719,024	$ 11,775,315
Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)		6,429,688	4,151,560	12,838,490	8,698,355
General and administrative		5,725,071	2,319,977	10,951,490	5,222,109
Sales and marketing		1,473,311	2,216,788	3,652,428	3,775,904
Information technology		1,319,443	1,189,733	3,506,252	2,324,006
Research and development		523,432	1,309,157	1,023,641	1,902,264
Depreciation and amortization		1,002,946	776,411	2,046,582	1,601,809
Loss on disposal of assets		343,588	60,471	343,588	60,471
Facilities		500,189	196,341	1,150,025	392,936
Total costs and expenses		17,317,668	12,220,438	35,512,496	23,977,854
Operating loss		(7,270,688)	(6,663,932)	(15,793,472)	(12,202,539)
Other income (expenses)
Other income		50,451	(9,706)	100,905	39,291
Interest expense net		(333,279)	(562)	(718,289)	(4,507)
Foreign exchange (loss) gain		(3,104)	9,418	(18,613)	13,309
Loss before provision for income taxes		(7,556,620)	(6,664,782)	(16,429,469)	(12,154,446)
Net loss		$ (7,556,620)	$ (6,664,782)	$ (16,429,469)	$ (12,154,446)
Net loss per share, basic	[1]	$ (1.1)	$ (1.34)	$ (2.7)	$ (2.46)
Net loss per share, fully diluted	[1]	$ (1.1)	$ (1.34)	$ (2.7)	$ (2.46)
Weighted average shares of common stock outstanding, basic	[1]	6,844,778	4,961,836	6,080,200	4,947,691
Weighted average shares of common stock outstanding, diluted	[1]	6,844,778	4,961,836	6,080,200	4,947,691

[1] Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)		6 Months Ended	12 Months Ended
	Jun. 29, 2023	Jun. 30, 2023	Dec. 31, 2022
Income Statement [Abstract]
Reverse stock split	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.
Reverse stock split ratio	0.25	0.25	0.25

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at the beginning at Dec. 31, 2021	$ 29,708,412	$ 506	$ 51,233,616	$ (21,525,710)
Balance at the beginning (in shares) at Dec. 31, 2021		5,074,932
Share-based compensation	1,493,351		1,493,351
Issuance of common stock upon vesting of restricted stock units	9	$ 9
Issuance of common stock upon vesting of restricted stock units (in shares)		90,154
Common Stock issued to vendors in exchange for services	23,173		23,173
Common Stock issued to vendors in exchange for services (in shares)		5,625
Net loss	(12,154,446)			(12,154,446)
Balance at the end at Jun. 30, 2022	19,070,499	$ 515	52,750,140	(33,680,156)
Balance at the end (in shares) at Jun. 30, 2022		5,170,711
Balance at the beginning at Mar. 31, 2022	24,467,736	$ 506	51,482,604	(27,015,374)
Balance at the beginning (in shares) at Mar. 31, 2022		5,074,932
Share-based compensation	1,244,361		1,244,361
Issuance of common stock upon vesting of restricted stock units	9	$ 9
Issuance of common stock upon vesting of restricted stock units (in shares)		90,154
Common Stock issued to vendors in exchange for services	23,175		23,175
Common Stock issued to vendors in exchange for services (in shares)		5,625
Net loss	(6,664,782)			(6,664,782)
Balance at the end at Jun. 30, 2022	19,070,499	$ 515	52,750,140	(33,680,156)
Balance at the end (in shares) at Jun. 30, 2022		5,170,711
Balance at the beginning at Dec. 31, 2022	$ 6,134,325	$ 532	54,127,893	(47,994,100)
Balance at the beginning (in shares) at Dec. 31, 2022	5,319,758	5,319,758
Share-based compensation	$ 1,115,372		1,115,372
Issuance of common stock upon vesting of restricted stock units	3	$ 3
Issuance of common stock upon vesting of restricted stock units (in shares)		33,387
Common Stock issued to vendors in exchange for services	79,130	$ 2	79,128
Common Stock issued to vendors in exchange for services (in shares)		25,000
Issuance of common stock upon exercise of stock options	264	$ 3	261
Issuance of common stock upon exercise of stock options (in shares)		27,673
Issuance of common stock in connection with public offering, net	6,431,615	$ 185	6,431,430
Issuance of common stock in connection with public offering, net (in shares)		1,850,000
Net loss	(16,429,469)			(16,429,469)
Balance at the end at Jun. 30, 2023	$ (2,668,760)	$ 725	61,754,084	(64,423,569)
Balance at the end (in shares) at Jun. 30, 2023	7,255,818	7,255,818
Balance at the beginning at Mar. 31, 2023	$ (1,910,750)	$ 540	54,955,659	(56,866,949)
Balance at the beginning (in shares) at Mar. 31, 2023		5,403,121
Share-based compensation	366,995		366,995
Issuance of common stock upon exercise of stock options (in shares)		2,697
Issuance of common stock in connection with public offering, net	6,431,615	$ 185	6,431,430
Issuance of common stock in connection with public offering, net (in shares)		1,850,000
Net loss	(7,556,620)			(7,556,620)
Balance at the end at Jun. 30, 2023	$ (2,668,760)	$ 725	$ 61,754,084	$ (64,423,569)
Balance at the end (in shares) at Jun. 30, 2023	7,255,818	7,255,818

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY (Parenthetical)		6 Months Ended	12 Months Ended
	Jun. 29, 2023	Jun. 30, 2023	Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]
Reverse stock split	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.	Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.
Reverse stock split ratio	0.25	0.25	0.25

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (16,429,469)	$ (12,154,446)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,046,582	1,601,809
Loss on disposal of assets	343,588	60,471
Share-based compensation	990,373	1,743,359
Common stock issued to vendors in exchange for services	79,130	23,175
Amortization of right-of-use asset	1,048,771	67,816
Gain on termination of lease	32,613
Non-cash interest	776,100
Changes in operating assets and liabilities:
Accounts receivable and unbilled receivable	73,724	239,305
Prepaid expense and other assets	439,243	197,258
Other receivables	(13,787)	64,214
Security deposit	(14,288)
Accounts payable	728,859	(635,765)
Accrued expenses	(234,832)	(454,487)
Accrued fiduciary obligations	1,712,899	(477,515)
Operating lease liabilities	(1,343,092)	(60,539)
Due to related party	(3,199)
Other liabilities	1,027,683	(337,259)
Net cash used in operating activities	(8,739,102)	(10,122,604)
Cash flows from investing activities:
Capitalization of software development costs		(607,700)
Disposal of property and equipment	17,946
Purchase of property and equipment		(12,290)
Net cash provided by (used in) investing activities	17,946	(619,990)
Cash flows from financing activities:
Proceeds from stock options exercises	264
Proceeds from issuance of common stock in a public offering, net	6,431,615
Net cash provided by financing activities	6,431,879
Net decrease in cash, cash equivalents and restricted cash	(2,289,277)	(10,742,594)
Cash, cash equivalents and restricted cash at beginning of period	23,117,116	25,933,643
Cash, cash equivalents and restricted cash at end of period	20,827,839	15,191,049
Reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheet
Cash and cash equivalents	8,726,150	9,084,839
Restricted cash	12,101,689	6,106,210
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows	20,827,839	$ 15,191,049
Supplemental disclosure of non-cash activity
Measurement period adjustment to goodwill	$ 198,140

XML

Organization and Description of Business

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Marpai, Inc.'s (the “Company”) operations are principally conducted through its wholly-owned subsidiaries, Marpai Health, Inc. (“Marpai Health”), Marpai Administrators, and Maestro Health LLC (“Maestro”). Marpai Health is our technology focused subsidiary, with a research and development team in Tel Aviv, Israel. Marpai Administrators and Maestro are our healthcare payer subsidiaries that provide administration services to self-insured employer groups across the United States. They act as a third-party administration (“TPA”) handling all administrative aspects of providing healthcare to self-insured employer groups. The Company has combined these two businesses to create what it believes to be the Payer of the Future, which has not only the licenses, processes and know- how of a payer but also the latest technology. This combination allows the Company to differentiate itself in the TPA market by delivering a technology-driven service that it believes can lower the overall cost of healthcare while maintaining or improving healthcare outcomes. Marpai Captive, Inc. (“Marpai Captive”) was founded in March 2022 as a Delaware corporation. Marpai Captive engages in the captive insurance market and commenced operations in the first quarter of 2023.

Nature of Business

The Company’s mission is to positively change healthcare for the benefit of (i) its clients who are self-insured employers that pay for their employees’ healthcare benefits and engage the Company to administer the latter’s healthcare claims, (ii) employees who receive these healthcare benefits from its clients, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products.

The Company provides benefits outsourcing services to clients in the United States across multiple industries. The Company’s backroom administration and TPA services are supported by a customized technology platform and a dedicated benefits call center. Under its TPA platform, the Company provides health and welfare administration, dependent eligibility verification, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, and benefit billing services.

The Company continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences.

Reverse Stock Split

On June 29, 2023 the Company effectuated a one-for-four reverse stock split of its outstanding shares of common stock. The number of authorized shares was not adjusted in connection with the reverse stock split. Throughout these unaudited condensed consolidated financial statements common stock share and per share information, including employee stock options, restricted stock awards, restricted stock units and warrants, have been revised for all periods presented to give effect to the reverse stock split.

XML

Unaudited Interim Condensed Consolidated Financial Statements

6 Months Ended

Jun. 30, 2023

Condensed Financial Statements [Abstract]

Unaudited Interim Condensed Consolidated Financial Statements

NOTE 2 - UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim consolidated financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2022.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Maestro is included as of November 1, 2022, the date of the Acquisition (see Note 5). All significant intercompany balances and transactions have been eliminated in consolidation.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Descriptions of the Company’s significant accounting policies are discussed in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management evaluates the related estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

XML

Liquidity and Going Concern

6 Months Ended

Jun. 30, 2023

LIQUIDITY

Liquidity and Going Concern

NOTE 3 – LIQUIDITY AND GOING CONCERN

As shown in the accompanying condensed consolidated financial statements as of June 30, 2023, the Company had an accumulated deficit of approximately $64.4 million and working capital of approximately $1.5 million. At June 30, 2023, the Company had long term debt of approximately $18.7 million and approximately $8.7 million of unrestricted cash on hand. For the six months ended June 30, 2023, the Company recognized a net loss of approximately $16.4 million and negative cash flows from operations of approximately $8.7 million. Since inception, the Company has met its cash needs through proceeds from issuing convertible notes, warrants and sales of its common stock.

The Company currently projects that it will need additional capital to fund its current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency. As a result, the Company needs to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from the sale of equity and/or debt. Alternatively, or in addition, the Company may seek to sell assets which it regards as non-strategic. Any of the foregoing may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders.

If the Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some or all of its assets.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be issued. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Combination

The Company accounts for business combinations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combinations. Accordingly, identifiable tangible and intangible assets acquired, and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. The Company includes the results of operations of the businesses that are acquired as of the acquisition date.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such

estimates include, but are not limited to, valuation of share-based compensation, accounting for warrants, allowance for credit losses, useful lives of internally developed software, fair values of net assets acquired, goodwill, intangible assets and property and equipment, incurred but not reported (“IBNR”) reserves, whether an arrangement is or contains a lease, the incremental borrowing rate used for operating leases, income tax accruals, the valuation allowance for deferred income taxes, and contingent liabilities.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Restricted Cash

Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash held in a separate bank account pledged to a bank as collateral for a bank guarantee provided to the lessor to secure the Company’s obligations under a lease agreement, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit held for collateral of a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for the Company. A corresponding fiduciary obligation, included in current liabilities in the accompanying condensed consolidated balance sheets, exists for disbursements to be made on behalf of the clients and may be more than the restricted cash balance if payment from customers has not been received.

Capitalized Software

The Company complies with the guidance of ASC Topic 350‑40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by- project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for its intended use.

Goodwill

Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. The Company operates in one reportable segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level. First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company recognizes an impairment loss in the condensed consolidated statement of operations for the amount by which the carrying amount exceeds the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying value. There was no goodwill impairment for the six months ended June 30, 2023 and 2022.

Intangible Assets

Intangible assets consist of customer relationships, non-compete agreements, and amounts attributed to patent and patent applications that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from five to ten years. The Company’s intangible assets are reviewed for impairment when events or circumstances indicate their carrying amounts may not be recoverable. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the six months ended June 30, 2023 and 2022.

Revenue Recognition

Third Party Administrator Revenue

Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As the Company completes its performance obligations, it has an unconditional right to consideration, as outlined in the Company’s contracts.

The Company also provides certain performance guarantees under their contracts with customers. Customers may be entitled to receive compensation if the Company fails to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. The Company had performance guarantee liabilities of $295,614, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, 2023.

Significant Payment Terms

Generally, the Company’s accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 10-day payment term. The Company does not offer discounts if the customer pays some or all of the invoiced amount prior to the due date.

Consideration paid for services rendered by the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services.

The Company uses the practical expedient and does not account for significant financing components because the period between recognition and collection does not exceed one year for all of the Company’s contracts.

Timing of Performance Obligations

All of the Company’s contracts with customers obligate the Company to perform services. Services provided include health and welfare administration, dependent eligibility verification, COBRA administration, and benefit billing. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report claims, and control of these services is transferred to the customer. The Company has the right to receive payment for all services rendered.

Determining and Allocating the Transaction Price

The transaction price of a contract is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.

To determine the transaction price of a contract, the Company considers its customary business practices and the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.

The Company’s contracts with customers have fixed fee prices that are denominated per covered employee per month. The Company includes amounts of variable consideration in a contract’s transaction price only to the extent that it is probable that the amounts will not be subject to significant reversals (that is, downward adjustments to revenue recognized for satisfied performance obligations). In determining amounts of variable consideration to include in a contract’s transaction price, the Company relies on its experience and other evidence that supports its qualitative assessment of whether revenue would be subject to a significant reversal. The Company considers all the facts and circumstances associated with both the risk of a revenue reversal arising from an uncertain future event and the magnitude of the reversal if that uncertain event were to occur.

Captive Revenue

All general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis.

Loss and Loss Adjustment Expenses

The establishment of loss reserves by the policies primary insurer is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience with like claims. Consequently, the reserves established are a reflection of the opinions of a large number of persons and the Company is exposed to the possibility of higher or lower than anticipated loss cost due to real expense.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding shares of common stock for the period, considering the effect of participating securities. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, shares of common stock equivalents, if any, are not considered in the computation. At June 30, 2023 and 2022, there were 1,149,108 and 839,994 common stock equivalents, respectively. For the six months ended June 30, 2023 and 2022, these potential shares were excluded from the shares used to calculate diluted net loss per share as their effect would have been antidilutive.

Recently Issued Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. The Company does not have any supplier finance programs, and accordingly the adoption did not have a material impact on the Company’s condensed consolidated financial statements and the Company does not believe the impact of adopting the rollforward requirement in this accounting standard update will be material to the condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements.

XML

Acquisition

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Acquisition

NOTE 5 – ACQUISITION

On November 1, 2022, the Company consummated the acquisition of Maestro. Pursuant to the terms of the Purchase Agreement (“Maestro Agreement”), Marpai agreed to acquire all of the membership interests (the “Units”) of Maestro. In consideration for Marpai’s acquisition of the Units, Marpai agreed to pay the sellers an aggregate purchase price (the “Purchase Price”) of $19,900,000 determined

on the closing date (the “Base Purchase Price”), which shall be payable on or before April 1, 2024 (the “Payment Date”), and shall accrue interest until such time that is paid, such that on the Payment Date the Purchase Price, plus all accrued and unpaid interest, shall equal $22,100,000 (the “Adjusted Purchase Price”).

Any unpaid portion of the Purchase Price shall accrue interest at ten percent (10%) per annum, compounding annually, calculated on the basis of a 365-day year for the actual number of days elapsed (the “Specified Rate”), and shall be repaid as promptly as practicable to the Debt Seller. In addition, in the event Marpai or its subsidiaries receive proceeds from the sale of any securities in a private placement or public offering of securities (each an “Offering”), then Marpai shall pay to the seller an amount equal to thirty-five percent (35%) of the net proceeds of the Offering no later than sixty (60) days after the closing of Offering until such time as the Purchase Price has been paid in full.

Notwithstanding the foregoing, Marpai shall be required to make cumulative payments, representing the Adjusted Purchase Price and any additional interest that will accrue on the Adjusted Purchase Price after the Payment Date,, as follows: (i) $5,000,000 to be paid by December 31, 2024, (ii) $11,000,000 of cumulative payments to be paid by December 31, 2025, and (iii) $19,000,000 of cumulative payments to be paid by December 31, 2026 and (iv) $28,000,000 of cumulative payments to be paid by December 31, 2027.

On April 19, 2023, we closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the seller on July 19, 2023 and the balance will be paid no later than September 18, 2023.

As of June 30, 2023 the outstanding principle balance is $19,900,000 and the accrued interest on the principle is $1,119,262 for a total of $21,019,262 of which $2,294,751 is in other short-term liabilities and $18,724,511 is other long-term liabilities.

The following table represents the allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their acquisition-date fair values:

	December 31, 2022			Adjustment			June 30, 2023
Purchase Price
Purchase Price	$	19,900,000					$	19,900,000
Purchase Price Allocation
Cash	$	17,081,602					$	17,081,602
Restricted cash		16,306,547						16,306,547
Accounts receivable		321,198						321,198
Unbilled receivable		646,189						646,189
Prepaid expenses and other current assets		1,751,371						1,751,371
Property and equipment		921,680			(159,920	)		761,760
Operating lease - right of use assets		2,555,375						2,555,375
Goodwill		3,454,143			198,140			3,652,283
Trademarks		800,000						800,000
Customer relationships		840,000						840,000
Security deposits		1,240,889						1,240,889
Account payable		(150,328	)					(150,328	)
Accrued expenses		(4,554,280	)		(38,220	)		(4,592,500	)
Accrued fiduciary obligations		(16,306,547	)					(16,306,547	)
Operating lease liabilities		(4,816,490	)					(4,816,490	)
Deferred revenue		(191,349	)					(191,349	)
Total fair value of net assets acquired and liabilities assumed	$	19,900,000		$	—		$	19,900,000

The Company recorded a measurement period adjustment to goodwill for the three months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $2,250, relating to pre-acquisition liabilities.

The Company recorded a measurement period adjustment to goodwill for the six months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $38,220, relating to pre-acquisition liabilities.

The following table summarizes the estimated fair values of Maestro’s identifiable intangible assets, their estimated useful lives and expected amortization periods:

			Useful
	Acquisition		Life in
	Fair Value		Years
Trademarks	$	800,000	5 Years
Customer relationships		840,000	5 Years

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2022:

	Three Months Ended			Six Months Ended
	June 30, 2022			June 30, 2022
	(pro forma)			(pro forma)
Revenue	$	10,356,740		$	21,933,145
Net loss		(9,926,040	)		(20,694,241	)

The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma adjustments include incremental amortization expense of $82,000 related to intangible and tangible assets acquired.

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating Maestro into the Marpai legacy business.

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

XML

Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

	June 30, 2023			December 31, 2022
Equipment	$	90,861		$	402,675
Furniture and fixtures		761,923			1,007,699
Leasehold improvements		—			745,453
Total cost		852,784			2,155,827
Accumulated depreciation		(136,656	)		(649,745	)
Property and equipment, net	$	716,128		$	1,506,082

Depreciation expense was $268,502 and $143,205 for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense was $114,425 and $72,094 for the three months ended June 30, 2023 and 2022, respectively.

XML

Capitalized Software

6 Months Ended

Jun. 30, 2023

Capitalized Computer Software, Net [Abstract]

Capitalized Software

NOTE 7 – CAPITALIZED SOFTWARE

Capitalized software consists of the following at:

	June 30, 2023			December 31, 2022
Capitalized software	$	5,927,719		$	8,094,385
Accumulated amortization		(2,569,519	)		(3,505,679	)
Capitalized software, net	$	3,358,200		$	4,588,706

Amortization expense was $1,230,506 and $1,135,504 for the six months ended June 30, 2023 and 2022, respectively. Amortization expense was $614,733 and $598,575 for the three months ended June 30, 2023 and 2022, respectively.

XML

Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

NOTE 8 – GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:

	Amount
Balance as of December 31, 2022	$	5,837,060
Measurement period adjustment to goodwill (Note 5)		198,140
Balance as of June 30, 2023	$	6,035,200

Intangible assets consist of the following:

	June 30, 2023
	Useful	Gross Carrying		Accumulated			Net Carrying
	Life	Amount		Amortization			Amount
Trademarks	5-10 Years	$	2,320,000	$	(448,673	)	$	1,871,327
Noncompete agreements	5 Years		990,000		(445,500	)		544,500
Customer relationships	5-7 Years		3,760,000		(1,050,572	)		2,709,428
Patents and patent applications	(*)		650,450		-			650,450
		$	7,720,450	$	(1,944,745	)	$	5,775,705
	December 31, 2022
Trademarks	5-10 Years	$	2,320,000	$	(292,671	)	$	2,027,329
Noncompete agreements	5 Years		990,000		(346,500	)		643,500
Customer relationships	5-7 Years		3,760,000		(758,000	)		3,002,000
Patents and patent applications	(*)		650,450		—			650,450
		$	7,720,450	$	(1,397,171	)	$	6,323,279

(*)Patents have yet to be approved by the United States Patent and Trademark Office. Useful life is determined upon placement into service after approval.

Amortization expense was $547,574 and $383,571 for the six months ended June 30, 2023 and 2022, respectively. Amortization expense was $273,787 and $166,213 for the three months ended June 30, 2023 and 2022, respectively.

XML

Loss and Loss Adjustment Expenses

6 Months Ended

Jun. 30, 2023

Liability for Future Policy Benefits and Unpaid Claims and Claims Adjustment Expense [Abstract]

Loss and Loss Adjustment Expenses

NOTE 9 – LOSS AND LOSS ADJUSTMENT EXPENSES

The following tables shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

	June 30, 2023		June 30, 2022
Net reserves at January 1,	$	—	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		147,415		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		147,415		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

	June 30, 2023		June 30, 2022
Net reserves at April 1,	$	84,412	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		63,003		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		63,003		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

For the three and six month periods ended June 30, 2023, initial reserves were established for the start of the Company's captive operations.

XML

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 10 – REVENUE

Disaggregation of Revenue

The following tables illustrates the disaggregation of revenue by similar products:

For the three months period

	June 30, 2023		June 30, 2022
TPA services	$	9,991,712	$	5,556,506
Captive insurance		55,268		—
Total	$	10,046,980	$	5,556,506

For the six months period

	June 30, 2023		June 30, 2022
TPA services	$	19,574,380	$	11,775,315
Captive insurance		144,644		—
Total	$	19,719,024	$	11,775,315

XML

Share-based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Compensation

NOTE 11 – SHARE-BASED COMPENSATION

Global Stock Incentive Plan

On May 31, 2022, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Global Incentive Plan (the “Plan”) by 1,575,000 shares, thus bringing the total number of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) that may be issued pursuant to the Plan to 1,950,855.

On May 31, 2023, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Global Incentive Plan (the “Plan”) by an additional 500,000 shares, thus bringing the total number of stock options, RSUs and RSAs that may be issued pursuant to the Plan to 2,450,855.

Under the term of the Plan, on the grant date, the Board of Directors determines the vesting schedule of each stock option and RSUs on an individual basis. All stock options expire ten (10) years from the date of the grant. Vested options expire 90 days after the termination of employment of the grantee.

Stock Options

The fair value of options and share awards granted under the stock option plan during the six months ended June 30, 2023 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants:

	January 2023
Risk-free interest rates		3.43	%
Expected life	5 years
Expected volatility		41.00	%
Expected dividend yield		0.00	%

The following table summarizes the stock option activity:

						Weighted Average		Aggregate
	Number of			Weighted Average		Remaining		Intrinsic
	Options			Exercise Price		Contractual Term		Value
Balance at January 1, 2023		931,934		$	5.88		8.91	$	203,295
Granted		319,750			3.44
Forfeited/Cancelled		(189,866	)		6.50
Exercised		(27,674	)	0.008
Balance at June 30, 2023		1,034,144			5.16		8.84	$	55,143
Exercisable at June 30, 2023		508,668		$	5.75		8.61	$	41,736

The following table summarizes the Company’s non-vested stock options:

				Weighted-Average
	Non-vested Options			Grant Date Fair
	Outstanding			Value
At January 1, 2023		507,664		$	2.64
Options granted		319,750			1.41
Options forfeited/cancelled		(138,785	)		4.00
Options exercised		(2,119	)		5.14
Options vested		(161,034	)		2.07
At June 30, 2023		525,476		$	1.89

For the six months ended June 30, 2023 and 2022, the Company recognized $388,236 and $483,211 of stock compensation expense relating to stock options, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $171,812 and $378,809 of stock compensation expense relating to stock options, respectively. As of June 30, 2023, there was $1,017,171 of unrecognized stock compensation expense related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 1.9 years.

Restricted Stock Awards

In July 2019, the Board of Directors of the Company authorized grants of restricted stock awards (“RSAs”) through a restricted stock award purchase agreement to certain founders, consultants, and advisors of the Company. Certain grants to the Company’s founders were fully vested at the date of incorporation, other grants vest over a four-year period on each anniversary of the grant date, based on continued employment, and other grants vest based on various milestones. The shares of common stock underlying the RSAs are issued upon grant.

The following table summarizes the restricted stock awards activity:

				Weighted-Average
				Grant Date Fair
	Outstanding			Value
Outstanding at January 1, 2023		55,735		$	5.92
Granted		—			—
Forfeited/cancelled		—			—
Vested		(46,054	)		5.81
Outstanding at June 30, 2023		9,681		$	6.37

For the six months ended June 30, 2023 and 2022, the Company recognized $241,782 and $628,318 of stock compensation expense relating to RSAs, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $120,891 and $483,733 of stock compensation expense relating to RSAs, respectively. As of June 30, 2023, there was $70,848 of unrecognized compensation expense related to unvested restricted share awards that is expected to be recognized over a weighted-average period of approximately 1 month.

Restricted Stock Units

On June 14, 2022, the Board of Directors of the Company authorized the grant of 356,851 RSUs, of which 336,538 were granted to an officer of the Company who joined the Company in February 2022. Of the RSUs granted to the officer, 48,077 vested immediately and the balance of 288,461 vested in equal quarterly installments through February 28, 2023. Under the terms of the officer’s employment agreement, the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates. The Company accrued $201,282 in accrued expenses in the condensed consolidated balance sheet, reflecting this minimum value obligation as of June 30, 2023.

On February 28, 2023, the Company issued 33,387 fully vested RSUs to an officer upon his one year anniversary of employment.

The following table summarizes the restricted stock units activity:

	Outstanding			Value
Outstanding at January 1, 2023		72,957		$	4.44
Granted		152,137			3.32
Forfeited/cancelled		—			—
Vested		(99,052	)		4.22
Outstanding at June 30, 2023		126,042		$	3.23

For the six months ended June 30, 2023 and 2022, the Company recognized $358,486 and $381,829 of stock compensation expense relating to RSUs, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized $72,377 and $381,829 of stock compensation expense relating to RSUs, respectively. As of June 30, 2023, there was $344,680 of unrecognized compensation expense related to unvested restricted share units that is expected to be recognized over a period of 3.3 years.

XML

Warrants

6 Months Ended

Jun. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants

NOTE 12 – WARRANTS

Upon closing of the Company's public offering (Note 16), the Company issued to the underwriter, warrants to purchase 92,500 shares of common stock (the “Underwriter’s Warrants”). The Underwriter’s Warrants are exercisable at a per share exercise price equal to 125% of the public offering price per share in the offering, which was determined to be $5.00. The Underwriter’s Warrants are exercisable at any time, in whole or in part, from October 19, 2023 through April 19, 2028.

The table below summarizes the Company’s warrant activities:

	Number of
	Warrants to		Exercise Price		Weighted
	Purchase Common		Range Per		Average
	Shares		Share		Exercise Price
Balance at January 1, 2023		412,218	$5.72 to 31.60		$	23.68
Granted		92,500		5.00		5.00
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2023		504,718	$5.00 to 31.60		$	20.25
Balance at January 1, 2022		412,218	$5.72 to 31.60		$	23.68
Granted		—		—		—
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2022		412,218	$5.72 to 31.60		$	23.68

XML

Segment Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

NOTE 13 – SEGMENT INFORMATION

Research and development activities are conducted through the Company’s wholly owned subsidiary, EYME Technologies, Ltd., in Israel. Geographic long-lived asset information presented below is based on the physical location of the assets at the end of year. All of the Company’s revenues are derived from customers located in the United States.

Long-lived assets including goodwill, intangible assets, capitalized software, property and equipment and operating lease right-of-use, by geographic region, are as follows at:

	June 30, 2023		December 31, 2022
United States	$	16,332,726	$	17,993,006
Israel		2,312,934		4,103,931
Total long-lived assets	$	18,645,660	$	22,096,937

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 14 – RELATED PARTY TRANSACTIONS

The Company receives consulting services and marketing services from various shareholders and directors. The total cost of these consulting services for the three months ended June 30, 2023 and 2022 was approximately $44,000 and $44,000, respectively. The total cost of these consulting services for the six months ended June 30, 2023 and 2022 was approximately $95,000 and $114,000, respectively. The total cost of marketing services for the three months ended June 30, 2023 and 2022 was approximately $0 and $0, respectively. The total cost of marketing services for the six months ended June 30, 2023 and 2022 was approximately $0 and $565,000, respectively. No amounts due to these certain shareholders were included in accounts payable of June 30, 2023 and December 31, 2022.

On December 30, 2020, the Company received an advance from a certain investor for reimbursement of certain expenses. This is recorded as due to related party on the accompanying condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022 in the amount of $2 and $3,201, respectively.

XML

Accrued Expenses

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Accrued Expenses

NOTE 15 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

	June 30, 2023		December 31, 2022
Employee compensation	$	1,409,005	$	1,433,327
Accrued bonuses		1,243,277		1,712,009
Performance guarantee liabilities		295,614		244,029
Other accrued expenses and liabilities		2,005,210		1,885,351
Accrued expenses	$	4,953,106	$	5,274,716

XML

Stockholders' (Deficit) Equity

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Stockholders' (Deficit) Equity

NOTE 16 – STOCKHOLDERS’ (DEFICIT) EQUITY

On April 19, 2023, the Company closed its public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement (Note 5), $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the Seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the Seller on July 19, 2023 and the balance will be paid no later than September 18, 2023.

During the six months ended June 30, 2023, the Company issued 25,000 shares of common stock to a vendor in consideration for services.

XML

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 17 – INCOME TAXES

The effective tax rate was 0% for the six months ended June 30, 2023 and 2022. The effective tax rate differs from the federal tax rate of 21% for the six months ended June 30, 2023 and 2022 due primarily to the full valuation allowance on deferred tax assets, and other discrete items.

At December 31, 2022, the Company had federal and state net operating losses (“NOLs”) in the amount of $29,547,000 and $26,649,000 respectively. These NOLs expire from 2031 to 2041 or have indefinite lives. However, the Tax Cuts & Jobs Act of 2017 limits the amount of net operating loss the Company can utilize each year after December 31, 2020 to 80% of taxable income.

Income tax expense is recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using current tax rates. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset will not be realized. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets.

The Company and its subsidiaries’ income tax returns since 2019 are open to review by the tax authorities.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act") that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to its business.

XML

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

NOTE 18 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were available for issuance.

On July 14, 2023, the Company and Mr. Yaron Eitan , who serves as Chairman of the Board agreed to replace the consulting agreement dated April 20, 2021 (the “Consulting Agreement”) with an employment agreement pursuant to which the Company agreed to pay Mr. Eitan an annualized base salary of $168,000 for his duties as Chairman of the Board of Directors. Mr. Eitan is also eligible to participate in the Company’s employee benefits program effective August 1, 2023. Under the terms of the terminated Consulting Agreement, Mr. Eitan’s annual compensation as Chairman of the Board was $180,000.

On April 19, 2023, the Company closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the seller. Based on an agreement reached with the seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the seller on July 19, 2023, and the balance will be paid no later than September 18, 2023.

On July 31, 2023, the Company entered into an Amendment to the Executive Employment Agreement between the Company and Lutz Finger pursuant to which the Company and Mr. Finger agreed to delay the vesting of certain equity compensation due to Mr. Finger.

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Business Combination

Business Combination

The Company accounts for business combinations in accordance with the Financial Accounting Standard Board’s (“FASB”) Accounting Standard Codification (“ASC”) 805, Business Combinations. Accordingly, identifiable tangible and intangible assets acquired, and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. The Company includes the results of operations of the businesses that are acquired as of the acquisition date.

Use of Estimates

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingencies at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Such

estimates include, but are not limited to, valuation of share-based compensation, accounting for warrants, allowance for credit losses, useful lives of internally developed software, fair values of net assets acquired, goodwill, intangible assets and property and equipment, incurred but not reported (“IBNR”) reserves, whether an arrangement is or contains a lease, the incremental borrowing rate used for operating leases, income tax accruals, the valuation allowance for deferred income taxes, and contingent liabilities.

The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

Restricted Cash

Restricted Cash

Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash held in a separate bank account pledged to a bank as collateral for a bank guarantee provided to the lessor to secure the Company’s obligations under a lease agreement, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit held for collateral of a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for the Company. A corresponding fiduciary obligation, included in current liabilities in the accompanying condensed consolidated balance sheets, exists for disbursements to be made on behalf of the clients and may be more than the restricted cash balance if payment from customers has not been received.

Capitalized Software

Capitalized Software

The Company complies with the guidance of ASC Topic 350‑40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by- project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for its intended use.

Goodwill

Goodwill

Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. The Company operates in one reportable segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level. First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than it’s carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company recognizes an impairment loss in the condensed consolidated statement of operations for the amount by which the carrying amount exceeds the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31, and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of goodwill below its carrying value. There was no goodwill impairment for the six months ended June 30, 2023 and 2022.

Intangible Assets

Intangible Assets

Intangible assets consist of customer relationships, non-compete agreements, and amounts attributed to patent and patent applications that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from five to ten years. The Company’s intangible assets are reviewed for impairment when events or circumstances indicate their carrying amounts may not be recoverable. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value. No impairment of the Company’s intangible assets was recorded for the six months ended June 30, 2023 and 2022.

Revenue Recognition

Revenue Recognition

Third Party Administrator Revenue

Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As the Company completes its performance obligations, it has an unconditional right to consideration, as outlined in the Company’s contracts.

The Company also provides certain performance guarantees under their contracts with customers. Customers may be entitled to receive compensation if the Company fails to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. The Company had performance guarantee liabilities of $295,614, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of June 30, 2023.

Significant Payment Terms

Generally, the Company’s accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 10-day payment term. The Company does not offer discounts if the customer pays some or all of the invoiced amount prior to the due date.

Consideration paid for services rendered by the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services.

The Company uses the practical expedient and does not account for significant financing components because the period between recognition and collection does not exceed one year for all of the Company’s contracts.

Timing of Performance Obligations

All of the Company’s contracts with customers obligate the Company to perform services. Services provided include health and welfare administration, dependent eligibility verification, COBRA administration, and benefit billing. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report claims, and control of these services is transferred to the customer. The Company has the right to receive payment for all services rendered.

Determining and Allocating the Transaction Price

The transaction price of a contract is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.

To determine the transaction price of a contract, the Company considers its customary business practices and the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.

The Company’s contracts with customers have fixed fee prices that are denominated per covered employee per month. The Company includes amounts of variable consideration in a contract’s transaction price only to the extent that it is probable that the amounts will not be subject to significant reversals (that is, downward adjustments to revenue recognized for satisfied performance obligations). In determining amounts of variable consideration to include in a contract’s transaction price, the Company relies on its experience and other evidence that supports its qualitative assessment of whether revenue would be subject to a significant reversal. The Company considers all the facts and circumstances associated with both the risk of a revenue reversal arising from an uncertain future event and the magnitude of the reversal if that uncertain event were to occur.

Captive Revenue

All general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis.

Loss and Loss Adjustment Expenses

The establishment of loss reserves by the policies primary insurer is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience with like claims. Consequently, the reserves established are a reflection of the opinions of a large number of persons and the Company is exposed to the possibility of higher or lower than anticipated loss cost due to real expense.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding shares of common stock for the period, considering the effect of participating securities. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, shares of common stock equivalents, if any, are not considered in the computation. At June 30, 2023 and 2022, there were 1,149,108 and 839,994 common stock equivalents, respectively. For the six months ended June 30, 2023 and 2022, these potential shares were excluded from the shares used to calculate diluted net loss per share as their effect would have been antidilutive.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1, 2024. The Company does not have any supplier finance programs, and accordingly the adoption did not have a material impact on the Company’s condensed consolidated financial statements and the Company does not believe the impact of adopting the rollforward requirement in this accounting standard update will be material to the condensed consolidated financial statements.

In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements.

XML

Acquisition (Tables)

6 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Summary of Assets Acquired and Liabilities Assumed at their Acquisition Date Fair Value

The following table represents the allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their acquisition-date fair values:

	December 31, 2022			Adjustment			June 30, 2023
Purchase Price
Purchase Price	$	19,900,000					$	19,900,000
Purchase Price Allocation
Cash	$	17,081,602					$	17,081,602
Restricted cash		16,306,547						16,306,547
Accounts receivable		321,198						321,198
Unbilled receivable		646,189						646,189
Prepaid expenses and other current assets		1,751,371						1,751,371
Property and equipment		921,680			(159,920	)		761,760
Operating lease - right of use assets		2,555,375						2,555,375
Goodwill		3,454,143			198,140			3,652,283
Trademarks		800,000						800,000
Customer relationships		840,000						840,000
Security deposits		1,240,889						1,240,889
Account payable		(150,328	)					(150,328	)
Accrued expenses		(4,554,280	)		(38,220	)		(4,592,500	)
Accrued fiduciary obligations		(16,306,547	)					(16,306,547	)
Operating lease liabilities		(4,816,490	)					(4,816,490	)
Deferred revenue		(191,349	)					(191,349	)
Total fair value of net assets acquired and liabilities assumed	$	19,900,000		$	—		$	19,900,000

The Company recorded a measurement period adjustment to goodwill for the three months ended June 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $2,250, relating to pre-acquisition liabilities

Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods

			Useful
	Acquisition		Life in
	Fair Value		Years
Trademarks	$	800,000	5 Years
Customer relationships		840,000	5 Years

Summary of Unaudited Pro Forma Information

	Three Months Ended			Six Months Ended
	June 30, 2022			June 30, 2022
	(pro forma)			(pro forma)
Revenue	$	10,356,740		$	21,933,145
Net loss		(9,926,040	)		(20,694,241	)

XML

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment consist of the following at:

	June 30, 2023			December 31, 2022
Equipment	$	90,861		$	402,675
Furniture and fixtures		761,923			1,007,699
Leasehold improvements		—			745,453
Total cost		852,784			2,155,827
Accumulated depreciation		(136,656	)		(649,745	)
Property and equipment, net	$	716,128		$	1,506,082

XML

Capitalized Software (Tables)

6 Months Ended

Jun. 30, 2023

Computer Software, Intangible Asset [Member]

Finite-Lived Intangible Assets [Line Items]

Summary of Intangible Assets

Capitalized software consists of the following at:

	June 30, 2023			December 31, 2022
Capitalized software	$	5,927,719		$	8,094,385
Accumulated amortization		(2,569,519	)		(3,505,679	)
Capitalized software, net	$	3,358,200		$	4,588,706

XML

Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Finite-Lived Intangible Assets [Line Items]

Summary of Goodwill

Goodwill consists of the following:

	Amount
Balance as of December 31, 2022	$	5,837,060
Measurement period adjustment to goodwill (Note 5)		198,140
Balance as of June 30, 2023	$	6,035,200

Intangible Assets other than Capitalized Software

Finite-Lived Intangible Assets [Line Items]

Summary of Intangible Assets

Intangible assets consist of the following:

	June 30, 2023
	Useful	Gross Carrying		Accumulated			Net Carrying
	Life	Amount		Amortization			Amount
Trademarks	5-10 Years	$	2,320,000	$	(448,673	)	$	1,871,327
Noncompete agreements	5 Years		990,000		(445,500	)		544,500
Customer relationships	5-7 Years		3,760,000		(1,050,572	)		2,709,428
Patents and patent applications	(*)		650,450		-			650,450
		$	7,720,450	$	(1,944,745	)	$	5,775,705
	December 31, 2022
Trademarks	5-10 Years	$	2,320,000	$	(292,671	)	$	2,027,329
Noncompete agreements	5 Years		990,000		(346,500	)		643,500
Customer relationships	5-7 Years		3,760,000		(758,000	)		3,002,000
Patents and patent applications	(*)		650,450		—			650,450
		$	7,720,450	$	(1,397,171	)	$	6,323,279

(*)Patents have yet to be approved by the United States Patent and Trademark Office. Useful life is determined upon placement into service after approval.

XML

Loss and Loss Adjustment Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Liability for Future Policy Benefits and Unpaid Claims and Claims Adjustment Expense [Abstract]

Schedule of Changes in Aggregate Reserves of Loss and Loss Adjustment Expenses

The following tables shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

	June 30, 2023		June 30, 2022
Net reserves at January 1,	$	—	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		147,415		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		147,415		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

	June 30, 2023		June 30, 2022
Net reserves at April 1,	$	84,412	$	—
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year		63,003		—
Change in provision for insured events of prior year		—		—
Total incurred loss and loss adjustment expense		63,003		—
Payments
Loss and loss adjustment expenses attributable to insured events of the current year		4,268		—
Loss and loss adjustment expenses attributable to insured events of the prior year		—		—
Total payments		4,268		—
Net reserves at June 30,	$	143,147	$	—

XML

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following tables illustrates the disaggregation of revenue by similar products:

For the three months period

	June 30, 2023		June 30, 2022
TPA services	$	9,991,712	$	5,556,506
Captive insurance		55,268		—
Total	$	10,046,980	$	5,556,506

For the six months period

	June 30, 2023		June 30, 2022
TPA services	$	19,574,380	$	11,775,315
Captive insurance		144,644		—
Total	$	19,719,024	$	11,775,315

XML

Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Fair Value of Options and Share Awards Granted Under the Stock Option Plan

	January 2023
Risk-free interest rates		3.43	%
Expected life	5 years
Expected volatility		41.00	%
Expected dividend yield		0.00	%

Summary of Stock Option Activity

The following table summarizes the stock option activity:

						Weighted Average		Aggregate
	Number of			Weighted Average		Remaining		Intrinsic
	Options			Exercise Price		Contractual Term		Value
Balance at January 1, 2023		931,934		$	5.88		8.91	$	203,295
Granted		319,750			3.44
Forfeited/Cancelled		(189,866	)		6.50
Exercised		(27,674	)	0.008
Balance at June 30, 2023		1,034,144			5.16		8.84	$	55,143
Exercisable at June 30, 2023		508,668		$	5.75		8.61	$	41,736

Summary of Non-vested Stock Options Activity

The following table summarizes the Company’s non-vested stock options:

				Weighted-Average
	Non-vested Options			Grant Date Fair
	Outstanding			Value
At January 1, 2023		507,664		$	2.64
Options granted		319,750			1.41
Options forfeited/cancelled		(138,785	)		4.00
Options exercised		(2,119	)		5.14
Options vested		(161,034	)		2.07
At June 30, 2023		525,476		$	1.89

Summary of Restricted Stock Awards Activity

The following table summarizes the restricted stock awards activity:

				Weighted-Average
				Grant Date Fair
	Outstanding			Value
Outstanding at January 1, 2023		55,735		$	5.92
Granted		—			—
Forfeited/cancelled		—			—
Vested		(46,054	)		5.81
Outstanding at June 30, 2023		9,681		$	6.37

Summary of Restricted Stock Units Activity

The following table summarizes the restricted stock units activity:

	Outstanding			Value
Outstanding at January 1, 2023		72,957		$	4.44
Granted		152,137			3.32
Forfeited/cancelled		—			—
Vested		(99,052	)		4.22
Outstanding at June 30, 2023		126,042		$	3.23

XML

Warrants (Tables)

6 Months Ended

Jun. 30, 2023

Warrants and Rights Note Disclosure [Abstract]

Schedule of Warrant Activities

The table below summarizes the Company’s warrant activities:

	Number of
	Warrants to		Exercise Price		Weighted
	Purchase Common		Range Per		Average
	Shares		Share		Exercise Price
Balance at January 1, 2023		412,218	$5.72 to 31.60		$	23.68
Granted		92,500		5.00		5.00
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2023		504,718	$5.00 to 31.60		$	20.25
Balance at January 1, 2022		412,218	$5.72 to 31.60		$	23.68
Granted		—		—		—
Forfeited		—		—		—
Exercised		—		—		—
Balance at June 30, 2022		412,218	$5.72 to 31.60		$	23.68

XML

Segment Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Long-lived Assets by Geographic Region

Long-lived assets including goodwill, intangible assets, capitalized software, property and equipment and operating lease right-of-use, by geographic region, are as follows at:

	June 30, 2023		December 31, 2022
United States	$	16,332,726	$	17,993,006
Israel		2,312,934		4,103,931
Total long-lived assets	$	18,645,660	$	22,096,937

XML

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following:

	June 30, 2023		December 31, 2022
Employee compensation	$	1,409,005	$	1,433,327
Accrued bonuses		1,243,277		1,712,009
Performance guarantee liabilities		295,614		244,029
Other accrued expenses and liabilities		2,005,210		1,885,351
Accrued expenses	$	4,953,106	$	5,274,716

XML

Organization and Description of Business - Additional Information (Details)	Jun. 29, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	one-for-four

XML

Liquidity and Going Concern - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Subsequent Event [Line Items]
Accumulated deficit	$ 64,423,569		$ 64,423,569		$ 47,994,100
Working capital	1,500,000		1,500,000
Long term debt	18,700,000		18,700,000
Cash and cash equivalents	8,726,150	$ 9,084,839	8,726,150	$ 9,084,839	$ 13,764,508
Net loss	$ (7,556,620)	$ (6,664,782)	(16,429,469)	(12,154,446)
Cash flows from operations			$ 8,739,102	$ 10,122,604

XML

Summary of Significant Accounting Policies - Additional Information (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) Segment shares	Jun. 30, 2022 USD ($) shares	Jan. 01, 2023
Finite-Lived Intangible Assets [Line Items]
Number of reportable segment | Segment	1
Goodwill impairment charges	$ 0	$ 0
Impairment of intangible assets	0	$ 0
Performance guarantee liabilities	$ 295,614
Accounts receivable, payments term	30 days
Number of shares excluded to calculate diluted net earnings per share as their effect would have been antidilutive | shares	1,149,108	839,994
Accounting Standards Update 2022-04
Finite-Lived Intangible Assets [Line Items]
Change in accounting principle, accounting standards update, adoption date			Jan. 01, 2023
Change in accounting principle, accounting standards update, adopted			true
Change in accounting principle, accounting standards update, immaterial effect			true
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years
Capitalized Software | Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	3 years
Capitalized Software | Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years

XML

Acquisition - Additional Information (Details) - USD ($)					3 Months Ended	6 Months Ended	12 Months Ended
	Jul. 19, 2023	Jul. 18, 2023	Apr. 19, 2023	Nov. 01, 2022	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Net proceeds from offering						$ 6,431,615
Other long-term liabilities					$ 18,724,511	18,724,511	$ 20,203,700
Public Offering
Business Acquisition [Line Items]
Number of shares issued			1,850,000
Price per share			$ 4
Gross proceeds from offering			$ 7,400,000
Net proceeds from offering			6,400,000
Maestro
Business Acquisition [Line Items]
Purchase price				$ 19,900,000		19,900,000	19,900,000
Adjusted Purchase Price				$ 22,100,000
Accrue interest percent				10.00%
Percentage of net proceeds of the Offering				35.00%
Number of days after closing of offering				60 days
2024				$ 5,000,000
2025				11,000,000
2026				19,000,000
2027				28,000,000
Property and equipment, adjustment during period					(159,920)	(159,920)
Accrued expense, Adjustment during period					(2,250)	(38,220)
Other short-term liability					2,294,751	2,294,751
Other long-term liabilities					18,724,511	18,724,511
Other liabilities					21,019,262	21,019,262
Business acquisition, outstanding principle balance					19,900,000	19,900,000
Business acquisition, accrued interest on principle					$ 1,119,262	1,119,262
Total purchase price paid, net of cash acquired				$ 19,900,000		19,900,000	$ 19,900,000
Incremental amortization expense related to intangible and tangible assets acquired						$ 82,000
Maestro | Debt Seller
Business Acquisition [Line Items]
Payment on net proceeds of offering until such time as purchase price paid in full			$ 2,294,751
Percentage of payment on net proceeds of offering until such time as purchase price paid in full			35.00%
Maestro | Subsequent Event | Debt Seller
Business Acquisition [Line Items]
Percentage of payment on net proceeds of offering due amount as purchase price to be paid		50.00%
Payment on net proceeds of offering due amount as purchase price to be paid	$ 1,147,376

XML

Acquisition - Summary of Assets Acquired and Liabilities Assumed at their Acquisition Date Fair Value (Details) - USD ($)		3 Months Ended	6 Months Ended	12 Months Ended
	Nov. 01, 2022	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Purchase Price Allocation
Goodwill		$ 6,035,200	$ 6,035,200	$ 5,837,060
Maestro
Purchase Price
Purchase price	$ 19,900,000		19,900,000	19,900,000
Purchase Price Allocation
Cash		17,081,602	17,081,602	17,081,602
Restricted cash		16,306,547	16,306,547	16,306,547
Accounts receivable		321,198	321,198	321,198
Unbilled receivable		646,189	646,189	646,189
Prepaid expenses and other current assets		1,751,371	1,751,371	1,751,371
Property and equipment		761,760	761,760	921,680
Operating lease - right of use assets		2,555,375	2,555,375	2,555,375
Goodwill		3,652,283	3,652,283	3,454,143
Security deposits		1,240,889	1,240,889	1,240,889
Account payable		(150,328)	(150,328)	(150,328)
Accrued expenses		(4,592,500)	(4,592,500)	(4,554,280)
Accrued fiduciary obligations		(16,306,547)	(16,306,547)	16,306,547
Operating lease liabilities		(4,816,490)	(4,816,490)	4,816,490
Deferred revenue		(191,349)	(191,349)	(191,349)
Total fair value of net assets acquired and liabilities assumed		19,900,000	19,900,000	19,900,000
Property And Equipment, Adjustment During Period		(159,920)	(159,920)
Measurement period adjustment to Goodwill (Note 5)			198,140
Accrued expense, Adjustment during period		(2,250)	(38,220)
Maestro | Trademarks
Purchase Price Allocation
Intangible assets		800,000	800,000	800,000
Maestro | Customer relationships
Purchase Price Allocation
Intangible assets		$ 840,000	$ 840,000	$ 840,000

XML

Acquisition - Summary of Identifiable Intangible Assets at Estimated Fair Values and Useful Lives with Expected Amortization Periods (Details) - Maestro	6 Months Ended
	Jun. 30, 2023 USD ($)
Trademarks
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Fair Value	$ 800,000
Useful Life in Years	5 years
Customer Relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Acquisition Fair Value	$ 840,000
Useful Life in Years	5 years

XML

Acquisition - Summary of Unaudited Pro Forma Information (Details) - Maestro - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022
Business Acquisition [Line Items]
Proforma revenue	$ 10,356,740	$ 21,933,145
Proforma net loss	$ (9,926,040)	$ (20,694,241)

XML

Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment, Net, by Type [Abstract]
Total cost	$ 852,784	$ 2,155,827
Accumulated depreciation	(136,656)	(649,745)
Property and equipment, net	716,128	1,506,082
Equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Total cost	90,861	402,675
Furniture and Fixtures
Property, Plant and Equipment, Net, by Type [Abstract]
Total cost	$ 761,923	1,007,699
Leasehold Improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Total cost		$ 745,453

XML

Property and Equipment - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 114,425	$ 72,094	$ 268,502	$ 143,205

XML

Capitalized Software - Summary of Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Capitalized Computer Software, Net [Abstract]
Capitalized software	$ 5,927,719	$ 8,094,385
Accumulated amortization	(2,569,519)	(3,505,679)
Capitalized software, net	$ 3,358,200	$ 4,588,706

XML

Capitalized Software - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Capitalized Computer Software, Net [Abstract]
Amortization expense	$ 614,733	$ 598,575	$ 1,230,506	$ 1,135,504

XML

Goodwill and Intangible Assets - Summary of Goodwill (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Balance as of December 31, 2022	$ 5,837,060
Measurement period adjustment to goodwill (Note 5)	198,140
Balance as of June 30, 2023	$ 6,035,200

XML

Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years
Intangible Assets other than Capitalized Software
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 7,720,450	$ 7,720,450
Accumulated Amortization	(1,944,745)	(1,397,171)
Net Carrying Amount	5,775,705	6,323,279
Trademarks
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	2,320,000	2,320,000
Accumulated Amortization	(448,673)	(292,671)
Net Carrying Amount	$ 1,871,327	$ 2,027,329
Trademarks | Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Trademarks | Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	10 years	10 years
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 990,000	$ 990,000
Accumulated Amortization	(445,500)	(346,500)
Net Carrying Amount	544,500	643,500
Customer Relationships
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	3,760,000	3,760,000
Accumulated Amortization	(1,050,572)	(758,000)
Net Carrying Amount	$ 2,709,428	$ 3,002,000
Customer Relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Useful Life	5 years	5 years
Customer Relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Useful Life	7 years	7 years
Patents and Patent Applications
Finite-Lived Intangible Assets, Net [Abstract]
Gross Carrying Amount	$ 650,450	$ 650,450
Net Carrying Amount	$ 650,450	$ 650,450

XML

Goodwill and Intangible Assets - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 273,787	$ 166,213	$ 547,574	$ 383,571

XML

Loss and Loss Adjustment Expenses - Schedule of Changes in Aggregate Reserves of Loss and Loss Adjustment Expenses (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Liability for Future Policy Benefits and Unpaid Claims and Claims Adjustment Expense [Abstract]
Net reserves at beginning of period	$ 84,412
Incurred loss and loss adjustment expenses
Provisions for insured events of the current year	63,003	$ 147,415
Total incurred loss and loss adjustment expense	63,003	147,415
Payments
Loss and loss adjustment expenses attributable to insured events of the current year	4,268	4,268
Total payments	4,268	4,268
Net reserves at end of period	$ 143,147	$ 143,147

XML

Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ 10,046,980	$ 5,556,506	$ 19,719,024	$ 11,775,315
TPA Services
Disaggregation of Revenue [Line Items]
Revenue	9,991,712	$ 5,556,506	19,574,380	$ 11,775,315
Captive Insurance
Disaggregation of Revenue [Line Items]
Revenue	$ 55,268		$ 144,644

XML

Share-Based Compensation - Stock Options (Details) - USD ($)			3 Months Ended		6 Months Ended
	May 31, 2023	May 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 14, 2022
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration term of award					10 years
Stock compensation expense			$ 171,812	$ 378,809	$ 388,236	$ 483,211
Unrecognized stock compensation expense			1,017,171		$ 1,017,171
Unrecognized stock compensation expense, expected to be recognized over a weighted-average period					1 year 10 months 24 days
Increase in number of shares authorized	500,000	1,575,000
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized	2,450,855	1,950,855					356,851
Stock compensation expense			$ 72,377	$ 381,829	$ 358,486	$ 381,829
Unrecognized stock compensation expense, expected to be recognized over a weighted-average period					3 years 3 months 18 days
Termination term after the termination of employment of the grantee					90 days

XML

Share-Based Compensation - Fair Value of Options (Details) - Stock Options	1 Months Ended
	Jan. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rates	3.43%
Expected life	5 years
Expected volatility	41.00%
Expected dividend yield	0.00%

XML

Share-Based Compensation - Stock Option Activity (Details) - Stock Options	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Number of Options
Balance at the beginning | shares	931,934
Granted | shares	319,750
Forfeited/Cancelled | shares	(189,866)
Exercised | shares	(27,674)
Balance at the end | shares	1,034,144	931,934
Exercisable at the end | shares	508,668
Weighted Average Exercise Price
Balance at the beginning (in dollars per share) | $ / shares	$ 5.88
Granted (in dollars per share) | $ / shares	3.44
Forfeited/Cancelled (in dollars per share) | $ / shares	6.5
Exercised (in dollars per share) | $ / shares	0.008
Balance at the end (in dollars per share) | $ / shares	5.16	$ 5.88
Exercisable at the end (in dollars per share) | $ / shares	$ 5.75
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Balance (in years)	8 years 10 months 2 days	8 years 10 months 28 days
Exercisable at the end (in years)	8 years 7 months 9 days
Aggregate Intrinsic Value, balance | $	$ 55,143	$ 203,295
Exercisable at the end (in dollars) | $	$ 41,736

XML

Share-Based Compensation - Non-vested Stock Options (Details) - Stock Options	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Non-vested Options Outstanding
At the beginning | shares	507,664
Options granted | shares	319,750
Options forfeited/cancelled | shares	(138,785)
Options exercised | shares	(2,119)
Options vested | shares	(161,034)
At the end | shares	525,476
Weighted-Average Grant Date Fair Value
At the beginning (in dollars per share) | $ / shares	$ 2.64
Options granted (in dollars per share) | $ / shares	1.41
Options forfeited/cancelled (in dollars per share) | $ / shares	4
Options exercised (in dollars per share) | $ / shares	5.14
Options vested (in dollars per share) | $ / shares	2.07
At the end (in dollars per share) | $ / shares	$ 1.89

XML

Share-Based Compensation - Restricted Stock Awards Activity (Details) - $ / shares		6 Months Ended
	Jun. 14, 2022	Jun. 30, 2023
Restricted Stock Awards
Restricted Stock Awards
Outstanding at the beginning		55,735
Vested		(46,054)
Outstanding at the end		9,681
Weighted-Average Grant Date Fair Value Per Share
Outstanding at the beginning (in dollars per share)		$ 5.92
Vested (in dollars per share)		5.81
Outstanding at the end (in dollars per share)		$ 6.37
Restricted Stock Units
Restricted Stock Awards
Outstanding at the beginning		72,957
Granted	336,538	152,137
Vested		(99,052)
Outstanding at the end		126,042
Weighted-Average Grant Date Fair Value Per Share
Outstanding at the beginning (in dollars per share)		$ 4.44
Granted (in dollars per share)		3.32
Vested (in dollars per share)		4.22
Outstanding at the end (in dollars per share)		$ 3.23

XML

Share-Based Compensation - Restricted Stock Awards (Details) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 28, 2023	Jun. 14, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	May 31, 2022	Feb. 28, 2022
Restricted Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period					4 years
Stock compensation expense			$ 120,891	$ 483,733	$ 241,782	$ 628,318
Unrecognized compensation expense related to unvested restricted share awards			70,848		$ 70,848
Unrecognized compensation expense related to unvested restricted share awards recognized over a weighted-average period					1 month
Number of shares vested					46,054
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense			72,377	$ 381,829	$ 358,486	$ 381,829
Unrecognized compensation expense related to unvested restricted share awards			$ 344,680		$ 344,680
Unrecognized compensation expense related to unvested restricted share awards recognized over a weighted-average period					3 years 3 months 18 days
Number of shares vested					99,052
Number of shares authorized		356,851					2,450,855	1,950,855
Number of shares granted		336,538			152,137
Minimum value obligation									$ 201,282
Restricted Stock Units | Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting period	1 year
Number of shares vested	33,387
Restricted Stock Units | Vested immediately | Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested		48,077
Restricted Stock Units | Vest in equal quarterly installments through February 28, 2023 | Officer
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares vested		288,461

XML

Warrants - Additional Information (Details) - Underwriter warrants	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Class of Warrant or Right [Line Items]
Warrants to purchase common shares | shares	92,500
Exercise price, percentage on public offering price	125.00%
Warrants exercise price | $ / shares	$ 5

XML

Warrants - Schedule of Warrant Activities (Details) - Marpai Warrants - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Class of Warrant or Right [Line Items]
Beginning balance	412,218	412,218
Granted	92,500	0
Forfeited	0
Exercised	0
Ending balance	504,718	412,218
Exercise Price Range Per Share
Granted	$ 5
Weighted Average Exercise Price
Beginning balance	23.68	$ 23.68
Granted	5	0
Ending balance	20.25	23.68
Minimum
Exercise Price Range Per Share
Beginning balance	5.72	5.72
Ending balance	5	5.72
Maximum
Exercise Price Range Per Share
Beginning balance	31.6	31.6
Ending balance	$ 31.6	$ 31.6

XML

Segment Information - Schedule of Long-lived Assets by Geographic Region (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 18,645,660	$ 22,096,937
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	16,332,726	17,993,006
Israel
Revenues from External Customers and Long-Lived Assets [Line Items]
Total long-lived assets	$ 2,312,934	$ 4,103,931

XML

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Accounts payable - related party	$ 2,147,065		$ 2,147,065		$ 1,457,670
Consulting Services
Related Party Transaction [Line Items]
Related party transaction expense	44,000	$ 44,000	95,000	$ 114,000
Marketing Services
Related Party Transaction [Line Items]
Related party transaction expense	0	$ 0	0	$ 565,000
Accounts payable - related party	0		0		0
Due to related parties	$ 2		$ 2		$ 3,201

XML

Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accrued Liabilities, Current [Abstract]
Employee compensation	$ 1,409,005	$ 1,433,327
Accrued bonuses	1,243,277	1,712,009
Performance guarantee liabilities	295,614	244,029
Other accrued expenses and liabilities	2,005,210	1,885,351
Accrued expenses	$ 4,953,106	$ 5,274,716

XML

Stockholders' (Deficit) Equity - Addtional Information (Details)					3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 19, 2023 USD ($)	Jul. 18, 2023	Jun. 29, 2023	Apr. 19, 2023 USD ($) $ / shares shares	Jun. 30, 2023 shares	Jun. 30, 2022 shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 shares	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Forward split ratio			0.25				0.25		0.25
Net proceeds from offering							$ 6,431,615
Debt Seller | Maestro Health LLC
Subsidiary, Sale of Stock [Line Items]
Percentage of payment on net proceeds of offering until such time as purchase price paid in full				35.00%
Payment on net proceeds of offering until such time as purchase price paid in full				$ 2,294,751
Debt Seller | Maestro Health LLC | Subsequent Event
Subsidiary, Sale of Stock [Line Items]
Percentage of payment on net proceeds of offering due amount as purchase price to be paid		50.00%
Payment on net proceeds of offering due amount as purchase price to be paid	$ 1,147,376
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares					1,850,000		1,850,000
Shares issued to vendors in exchange for services (in shares) | shares						5,625	25,000	5,625
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued | shares				1,850,000
Price per share | $ / shares				$ 4
Gross proceeds from offering				$ 7,400,000
Net proceeds from offering				$ 6,400,000

XML

Income Taxes - Additional Information (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Effective tax rate	0.00%	0.00%
Maximum percentage of taxable income can be utilized for operating losses	80.00%
Federal tax rate	21.00%	21.00%
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses			$ 29,547,000
State
Operating Loss Carryforwards [Line Items]
Net operating losses			$ 26,649,000
Minimum
Operating Loss Carryforwards [Line Items]
Net operating losses, expiration year			2031
Maximum
Operating Loss Carryforwards [Line Items]
Net operating losses, expiration year			2041

XML

Subsequent Events - Additional Information (Details) - USD ($)					6 Months Ended
	Jul. 19, 2023	Jul. 18, 2023	Jul. 14, 2023	Apr. 19, 2023	Jun. 30, 2023
Subsequent Event [Line Items]
Net proceeds from offering					$ 6,431,615
Public Offering
Subsequent Event [Line Items]
Number of shares issued				1,850,000
Price per share				$ 4
Gross proceeds from offering				$ 7,400,000
Net proceeds from offering				6,400,000
Maestro Health LLC | Debt Seller
Subsequent Event [Line Items]
Payment on net proceeds of offering until such time as purchase price paid in full				$ 2,294,751
Percentage of payment on net proceeds of offering until such time as purchase price paid in full				35.00%
Subsequent Event | Chairman of Board of Directors
Subsequent Event [Line Items]
Annualized base salary			$ 168,000
Annual compensation			$ 180,000
Subsequent Event | Maestro Health LLC | Debt Seller
Subsequent Event [Line Items]
Percentage of payment on net proceeds of offering due amount as purchase price to be paid		50.00%
Payment on net proceeds of offering due amount as purchase price to be paid	$ 1,147,376