UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
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For the transition period from to
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MARPAI, INC.
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION | 1 | |
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 23 |
| Item 4. | Controls and Procedures | 23 |
| PART II. OTHER INFORMATION | 24 | |
| Item 1. | Legal Proceedings | 24 |
| Item 1A. | Risk Factors | 24 |
| Item 5. | Other Information | 24 |
| Item 6. | Exhibits | 25 |
| SIGNATURES | 26 | |
i
PART I — FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements.
MARPAI, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Unbilled receivables | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Capitalized software, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Security deposits | ||||||||
| Other long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accrued fiduciary obligations | ||||||||
| Deferred revenue | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of convertible debentures, net | ||||||||
| Other short-term liabilities | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Convertible debentures, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 16) | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
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)
(in thousands, except share and per share data)
| Three
months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Costs and expenses | ||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | ||||||||
| General and administrative | ||||||||
| Information technology | ||||||||
| Sales and marketing | ||||||||
| Research and development | ||||||||
| Depreciation and amortization | ||||||||
| Facilities | ||||||||
| Total costs and expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Other income | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | $ | ( | ) | |||
| Income tax expense | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss per share, basic and fully diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares of common stock outstanding, basic and diluted | ||||||||
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
(UNAUDITED)
(in thousands, except share data)
| Additional | Total | |||||||||||||||||||||||||||
| Preferred stock | Common Stock | Paid- In | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Three months ended March 31, 2026 | ||||||||||||||||||||||||||||
| Balance, January 1, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock units | - | |||||||||||||||||||||||||||
| Issuance of common stock to vendors in exchange for services | - | |||||||||||||||||||||||||||
| Issuance of common stock as part of settlement agreement | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Three months ended March 31, 2025 | ||||||||||||||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Share-based compensation | - | - | ||||||||||||||||||||||||||
| Issuance of common stock upon vesting of restricted stock Units | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
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)
(in thousands)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation | ||||||||
| Shares issued to vendors in exchange for services | ||||||||
| Amortization of right-of-use asset | ||||||||
| Non-cash interest | ||||||||
| Amortization of debt premium and debt issuance costs, net | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and unbilled receivables | ( | ) | ||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ||||||
| Accrued fiduciary obligations | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Due to related party | ||||||||
| Other liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from sale of business unit | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of related party promissory notes | ||||||||
| Proceeds from issuance of convertible debentures (Note 7) | ||||||||
| Payments of debt issuance costs | ( | ) | ||||||
| Payments on convertible debentures (Note 7) | ( | ) | ( | ) | ||||
| Payments to seller for acquisition | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance Sheet | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statement of cash flows | $ | $ | ||||||
| Supplemental disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Unless the context otherwise requires, throughout, the words “Marpai,” “Marpai, Inc.,” “we,” “our,” “us,” the “registrant,” or the “Company” refer to Marpai, Inc. and our subsidiaries (as applicable).
Organization
Marpai, Inc.’s (“Marpai”, “we”, or the “Company”) operations are principally conducted through our wholly owned subsidiaries, Marpai Health, Inc. (“Marpai Health”), Marpai Administrators LLC (“Marpai Administrators”), and Maestro Health LLC (“Maestro”). 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 administrator (“TPA”) handling all administrative aspects of providing healthcare to self-insured employer groups. We have combined these two 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 ourselves 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, 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 and operated until the fourth quarter of 2025.
Nature of Business
Our 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 us to administer members’ healthcare claims, who we refer to as Clients, (ii) employees who receive these healthcare benefits from our clients, who we refer to as Members, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products, who we refer to as Providers.
We provide outsourced benefits administration services to Clients in the United States across multiple industries. Our backroom administration and TPA services are supported by a customized technology platform and a dedicated benefits call center. Under our TPA platform, we provide health and welfare administration, dependent eligibility verification, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, and benefit billing services.
We continue to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; tariffs levied by the Trump Administration, social and political issues; regulatory matters, geopolitical tensions; and global security issues. We are also mindful of inflationary pressures on our cost base and are monitoring the impact on customer preferences.
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 condensed consolidated financial statements furnished herein 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 our Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries.
NOTE 3 – LIQUIDITY AND GOING CONCERN
As shown in the accompanying unaudited interim condensed
consolidated financial statements as of March 31, 2026, we had an accumulated deficit of approximately $
5
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
We currently project that we will need additional capital to fund our current operations and capital investment requirements until we scale to a revenue level that permits cash self-sufficiency. As a result, we need to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on our 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 the issuance of debt. Alternatively, or in addition, we may seek to sell assets which we regard 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 we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in our 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 Standards 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 our liquidity condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these unaudited interim condensed consolidated financial statements are issued. These unaudited interim 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.
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses reported in those condensed consolidated financial statements. Descriptions of our significant accounting policies are discussed in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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.
Concentrations of Credit Risk
For
the three month periods ended March 31, 2026 and March 31, 2025, we had no single customer that accounted for more than 10% of total
revenue. At March 31, 2026, one customer accounted for 10.1% of accounts receivable. At December 31, 2025, two customers accounted for
6
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Restricted Cash
Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit (“CD”) held for collateral for a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for us. 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
We
comply with the guidance of Accounting Standards Codification (“ASC”) Topic 350-40, “Intangibles—Goodwill and
Other—Internal Use Software”, in accounting for our internally developed system projects that it utilizes to provide our
services to customers. These system projects generally relate to our software 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, we capitalize 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
Revenue Recognition
Third Party Administrator Revenue
Revenue is recognized when control of the promised services is transferred to our customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As we complete our performance obligations, we have an unconditional right to consideration, as outlined in our contracts.
Contract Balances
At
March 31, 2026 and December 31, 2025, the balances of our accounts receivable from contracts with customers, net of related allowances
for credit losses, were $
We
also provide certain performance guarantees under contracts with customers. Customers may be entitled to receive compensation if we fail
to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. We had performance
guarantee liabilities of $
7
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Significant Payment Terms
Generally, our accounts receivable are expected to be collected within 30 days. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 15-day payment term. We do 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 us is nonrefundable. Therefore, at the time revenue is recognized, we do not estimate expected refunds for services.
We use the practical expedient and do not account for significant financing components because the period between recognition and collection does not exceed one year for all of our contracts.
Timing of Performance Obligations
All of our contracts with customers obligate us 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. We have 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 we expect to be entitled in exchange for providing promised services to a customer.
To determine the transaction price of a contract, we consider our customary business practices and the terms of the contract. For the purpose of determining transaction prices, we assume that the services will be provided to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.
Our contracts with customers have fixed fee prices that are denominated per covered employee per month. We include 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, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to a significant reversal. We consider 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 primary insurer is a reasonably complex and dynamic process influenced by numerous 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 we are exposed to the possibility of higher or lower than anticipated loss cost due to real expense.
8
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Earnings (Loss) Per Share (“EPS”)
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. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As of March 31, 2026 and 2025 there were no preferred stock outstanding.
At
March 31, 2026 and 2025, there were
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. As an Emerging Growth Company, the standard is effective for fiscal years beginning after December 15, 2025. The Company adopted ASU 2023-09 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations.
In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information that disaggregates certain expense captions into specified categories in the notes to the consolidated financial statements. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. We are currently evaluating the impact the amended guidance will have on our disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for us for fiscal years beginning after December 15, 2025, and interim periods within those periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06 and can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-04 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) (“ASU 2025-05”) which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets. This guidance permits entities to apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. The Company adopted ASU 2025-05 as of January 1, 2026, electing the practical expedient method and it did not have a material impact on its financial position and results of operations.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website. ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. We are currently evaluating the impact of this accounting standard on our condensed consolidated financial statements.
9
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – CAPITALIZED SOFTWARE
Capitalized software consists of the following at:
(in thousands)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Capitalized software | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Capitalized software, net | $ | |||||||
Amortization
expense was $
NOTE 6 – LOSS AND LOSS ADJUSTMENT EXPENSES
The following tables show changes in aggregate reserves for our loss and loss adjustment expenses:
(in thousands)
| 2026 | 2025 | |||||||
| Net reserves at January 1, | $ | $ | ||||||
| Incurred loss and loss adjustment expenses | ||||||||
| Provisions for insured events of the current year | ||||||||
| Change in provision for insured events of prior year | ( | ) | ||||||
| Total incurred loss and loss adjustment expense | ( | ) | ||||||
| Payments | ||||||||
| Loss and loss adjustment expenses attributable to insured events of the current year | ||||||||
| Loss and loss adjustment expenses attributable to insured events of the prior year | ||||||||
| Total payments | ||||||||
| Net reserves at March 31, | $ | $ | ||||||
10
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 – CONVERTIBLE DEBENTURES
On
April 15, 2024, we entered into a Securities Purchase Agreement (the “JGB Purchase Agreement”) with each of the Purchasers
thereto (the “Purchasers”) and JGB Collateral LLC (“JGB”), a Delaware limited liability company, as collateral
agent for the Purchasers (the “Agent”). Pursuant to the terms of the JGB Purchase Agreement, on April 15, 2024, we issued
the Senior Secured Convertible Debentures (the “Debentures”) due on
On
December 30, 2024, we entered into amendments to the JGB Purchase Agreement (the “Amendment Agreement”) and the Debentures
(each, a “Debenture Amendment” and collectively, the “Debenture Amendments”), with the Purchasers, the Agent
and the other parties thereto, as applicable, to, among other things, sell Debentures up to an additional aggregate principal amount
of $
Pursuant to the Debenture Amendments, the Debentures
bear interest at an annual rate of
Our obligations under the Debentures may be accelerated, at the Purchasers’ election or upon the occurrence of certain customary events of default. The Debentures contain customary representations, warranties and covenants including among other things and subject to certain exceptions, covenants that restrict us from incurring additional indebtedness, creating or permitting liens on assets, amending our charter documents and bylaws, repurchasing or otherwise acquiring more than a de minimis number of our common stock or equivalents thereof, repaying outstanding indebtedness, paying dividends or distributions, assigning or selling certain assets, making or holding any investments, and entering into transactions with affiliates.
As of March 31, 2026, the net carrying amount of the
Debentures is $
Our future loan payments, which are presented as current portion of convertible debentures, net and convertible debentures, net of current portion on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
| March 31, 2026 | ||||
| Convertible debenture principal | $ | |||
| Unamortized debt premium and issuance costs | ||||
| Outstanding balance, net | ||||
| Less: current portion | ( | ) | ||
| Long-term portion | $ | |||
11
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 – OTHER LIABILITIES
Other liabilities consisted of the following:
(in thousands)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Due to AXA (current and long-term) | $ | $ | ||||||
| Sublease security deposit | ||||||||
| Other liabilities | $ | $ | ||||||
As
of March 31, 2026, we had $
Our future payments to AXA, which are included in other short-term liabilities and other long-term liabilities on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
(in thousands)
| March 31, 2026 | ||||
| Outstanding balance | $ | |||
| Less: current portion | ( | ) | ||
| Long-term portion | $ | |||
NOTE 9 – REVENUE
Disaggregation of Revenue
The following tables illustrate the disaggregation of revenue by similar services:
For the three months ended:
(in thousands)
| March 31, 2026 | March 31, 2025 | |||||||
| TPA services | $ | $ | ||||||
| Captive insurance | ( | ) | ||||||
| Total | $ | $ | ||||||
12
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10 – SHARE-BASED COMPENSATION
Global Stock Incentive Plan
On
May 31, 2023, our shareholders approved our board of directors (the “Board”) proposal to increase our 2020 Global Incentive
Plan (the “2020 Plan”) by an additional
Under
the terms of the 2020 Plan, on the grant date, the Board determines the vesting schedule of each stock option and RSUs on an individual
basis. All stock options expire ten (
On
May 6, 2024, our shareholders approved our 2024 Global Incentive Plan (the “2024 Plan”) with
Under
the terms of the 2024 Plan, on the grant date, the Board determines the vesting schedule of each stock option and RSUs on an individual
basis. All stock options expire ten (
Stock Options
There were no options granted for the three months ended March 31, 2026 and 2025.
The following table summarizes the stock option activity for the three months ended March 31, 2026:
(in thousands except share and per share data)
| Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Term | Aggregate Intrinsic Value | |||||||||||||
| Balance at January 1, 2026 | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Forfeited/Cancelled | ( | ) | ||||||||||||||
| Exercised | ||||||||||||||||
| Balance at March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable at March 31, 2026 | $ | $ | ||||||||||||||
13
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes our non-vested stock options:
| Non-vested Options Outstanding | Weighted- Average Grant Date Fair Value | |||||||
| Balance at January 1, 2026 | $ | |||||||
| Options granted | ||||||||
| Options forfeited/cancelled | ( | ) | ||||||
| Options exercised | ||||||||
| Options vested | ( | ) | ||||||
| Balance at March 31, 2026 | $ | |||||||
For
the three months ended March 31, 2026 and 2025, we recognized $
Restricted Stock Units
On
January 28, 2025, the compensation committee of the Board granted a director restricted stock unit (“RSU”) award pursuant
to which the holder has the right to receive an aggregate of
On
March 7, 2025, the compensation committee of the Board granted various employees RSU awards, under which the holders have the right to
receive an aggregate of
On
February 2, 2026, the compensation committee of the board of directors granted certain employees RSU awards, under which the holder has
the right to receive an aggregate of
On
February 2, 2026, the Company issued
On March 5, 2026, the Company granted an RSU award
to a board member under which the holder has the right to receive an aggregate of
On
March 13, 2026, the compensation committee of the board of directors granted various employees inducement RSU awards, under which the
holders have the right to receive an aggregate of
On
March 13, 2026, the Company issued
The following table summarizes the restricted stock units activity for the three months ended March 31, 2026:
Restricted Stock Units | Weighted- Average Grant Date Fair Value Per Share | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | ||||||||
| Forfeited/cancelled | ( | ) | ||||||
| Vested | ( | ) | ||||||
| Outstanding at March 31, 2026 | $ | |||||||
For
the three months ended March 31, 2026 and 2025, the Company recognized $
14
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – WARRANTS
We have issued warrants as part of equity offerings and severance packages.
The table below summarizes our warrant activities:
| Number of Warrants to Purchase Common Shares | Exercise Price Range Per Share | Weighted Average Exercise Price | ||||||||||
| Balance at January 1, 2026 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Exercised | ||||||||||||
| Balance at March 31, 2026 | $ | $ | ||||||||||
| Balance at January 1, 2025 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Forfeited | ( | ) | ||||||||||
| Exercised | ||||||||||||
| Balance at March 31, 2025 | $ | $ | ||||||||||
NOTE 12 – SEGMENT INFORMATION
Research and development activities are conducted through our 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 reporting date. All of our revenues are derived from customers located in the United States.
All of our long-lived assets including capitalized software, and operating lease right of use assets are located in the United States.
The
Company operates as
The CODM reviews financial information on a consolidated basis and uses the segment performance measure of consolidated net loss to measure segment profit or loss. The accounting policies of our single reportable segment are the same as those for the consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the consolidated statement of operations. Likewise, the measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM does not regularly review asset information and therefore, we do not report asset information beyond what is presented in the consolidated balance sheets.
15
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 13 – RELATED PARTY TRANSACTIONS
On February 12, 2026, the Company issued a promissory note (“Note
1”) in the principal amount of $
On March 9, 2026, the Company issued a promissory note (“Note
2”) in the principal amount of $
In
connection with Note 1 and Note 2, accrued interest of $
NOTE 14 – ACCRUED EXPENSES
Accrued expenses consisted of the following:
(in thousands)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued payables | $ | $ | ||||||
| Employee compensation | ||||||||
| Performance guarantee liabilities | ||||||||
| Accrued bonuses | ||||||||
| Settlement liability | ||||||||
| Accrued expenses | $ | $ | ||||||
NOTE 15 – INCOME TAXES
The
effective tax rate was
At
December 31, 2025, we had federal and state net operating losses (“NOLs”) in the amount of approximately $
16
MARPAI, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent that we believe 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.
At
March 31, 2026 and 2025, there were $
We and our subsidiaries’ income tax returns since 2022 remain subject to examination by tax jurisdictions.
In July 2025, the President of the United States signed into law budget reconciliation bill H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) introducing tax reform measures that included changes to tax deductions for businesses, international tax rules, and foreign tax credit limitations that become effective in 2025 and 2026. As of enactment, these changes did not materially affect our deferred tax assets and liabilities or related valuation allowances. The impact on our income tax expense, effective income tax rate and cash tax payments for the year ended December 31, 2025 was not material. We will continue to evaluate the full impact of the legislation as additional guidance becomes available.
NOTE 16 – LITIGATION AND LOSS CONTINGENCIES
From time to time, we may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. We may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights.
On January 30, 2025, the Company was served with a civil complaint
by Messer Financial Group Inc. (“Messer”), a sublessee of the Company’s previously rented office space in Charlotte,
NC, for breach of contract. On July 28, 2025, the Company and the plaintiff conducted a mediation session, which was unsuccessful in resolving
the dispute. On September 22, 2025, the plaintiff commenced discovery proceedings in the litigation, and in September 2025, the Company
was informed that the plaintiff’s expert indicated estimated damages in excess of $
After Messer received the Cash Consideration, Messer voluntarily dismissed the Lawsuit in its entirety as to all Defendants with prejudice.
NOTE 17 – SUBSEQUENT EVENTS
The Company evaluated subsequent events from March 31, 2026, the date of these condensed consolidated financial statements, through May 15, 2026, the issuance date of these condensed consolidated financial statements for events requiring recognition or disclosure in the condensed consolidated financial statements.
On May 13, 2026, we entered into a second amendment agreement (the “Second Amendment Agreement”) to the JGB Purchase Agreement with each of the Purchasers and the Agent. The Second Amendment Agreement, among other things, extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement by one year to April 15, 2028, revised the amortization schedule set forth in the Debentures and provided for certain restructuring and exit payments. In connection with the Second Amendment Agreement, Mr. Lamendola granted a second lien mortgage on certain personal real property as additional collateral for the obligations under the Debentures.
17
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MARPAI, INC.
As used in this quarterly report on Form 10-Q (this “Quarterly 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 (formerly known as Continental Benefits, LLC) (“Marpai Administrators”), Maestro Health, LLC (“Maestro Health”), and Marpai Health, Inc. (“Marpai Health”) and our 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 contains “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 Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our 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 25, 2026 with the U.S. Securities and Exchange Commission (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, 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.
Our 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, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
On May 24, 2024, we informed the staff of the Nasdaq Stock Market LLC of our intention to withdraw from the Nasdaq hearings process and transition the listing of our common shares from the Nasdaq Capital Market (“Nasdaq”) and have our shares of common stock quoted on the OTCQX Market (“OTCQX”). Our common stock was suspended from trading on Nasdaq effective at the opening of trading on Wednesday, May 29, 2024, and commenced trading on OTCQX immediately thereafter.
Overview
We are a technology platform company which operates subsidiaries that provide third party administration (“TPA”), Pharmacy Benefit Management (“PBM”), and value-oriented health plan services to employers that directly pay for employee health benefits. Our 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 us to administer the latter’s healthcare claims, and we refer to them as our “Clients”, (ii) employees and their family members who receive these healthcare benefits from our Clients, and we refer to them as our “Members”, and (iii) healthcare providers including, doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products, and we refer to them as the “Providers.” We provide affordable, intelligent, healthcare programs for self-insured employers in the U.S. We provide administrative services, and act as TPA to self-insured employers who provide healthcare benefits to their employees. Most of our Clients are small and medium-sized companies as well as local government entities.
Based on our current financial condition, our Board of Directors (the “Board”), supported by our management team, is considering exploring strategic alternatives focused on maximizing shareholder value. Strategic alternatives may include, among others, a strategic investment financing which would allow us to pursue our current business plan to commercialize our products, a business combination such as a merger with another party, or a sale of the Company.
18
Representation in the Financial Statements of Marpai, Inc.
The unaudited condensed consolidated financial statements of Marpai, Inc and the discussion of the results of our operations in this Quarterly Report, reflect the results of the operations of Marpai for all periods presented. The results for the three months ended March 31, 2026, as applicable, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table sets forth our consolidated results of operations for the periods indicated.
(dollars in thousands)
| Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | Change | % | |||||||||||||
| Revenue | $ | 4,444 | $ | 5,418 | $ | (974 | ) | (18.0 | )% | |||||||
| Costs and expenses | ||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) | 3,239 | 3,484 | (245 | ) | (7.0 | )% | ||||||||||
| General and administrative | 2,130 | 2,283 | (153 | ) | (6.7 | )% | ||||||||||
| Information technology | 1,157 | 1,390 | (233 | ) | (16.8 | )% | ||||||||||
| Sales and marketing | 229 | 245 | (16 | ) | (6.5 | )% | ||||||||||
| Research and development | — | 7 | (7 | ) | (100.0 | )% | ||||||||||
| Depreciation and amortization | 60 | 107 | (47 | ) | (43.9 | )% | ||||||||||
| Facilities | 113 | 152 | (39 | ) | (25.7 | )% | ||||||||||
| Total costs and expenses | 6,928 | 7,668 | (740 | ) | (9.7 | )% | ||||||||||
| Operating loss | (2,484 | ) | (2,250 | ) | (234 | ) | (10.4 | )% | ||||||||
| Other income and (expenses) | ||||||||||||||||
| Other income, net | 76 | — | 76 | N/A | ||||||||||||
| Interest expense, net | (775 | ) | (819 | ) | 44 | 5.4 | % | |||||||||
| Total other expense, net | (699 | ) | (819 | ) | 120 | 14.7 | % | |||||||||
| Loss before income taxes | (3,183 | ) | (3,069 | ) | (114 | ) | (3.7 | )% | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | $ | (3,183 | ) | $ | (3,069 | ) | $ | (114 | ) | (3.7 | )% | |||||
| Net loss per share, basic and fully diluted | $ | (0.13 | ) | $ | (0.21 | ) | $ | 0.08 | 38.1 | % | ||||||
19
Revenues and Cost of Revenue
During the three months ended March 31, 2026 and 2025, our total revenue was $4.4 million and $5.4 million, respectively, representing a decrease in revenue of $974 thousand. The decline is primarily due to customer turnover. The market is evolving, and we are adapting our approach to better serve our customers’ needs.
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 March 31, 2026 and 2025, our cost of revenue, exclusive of depreciation and amortization, was $3.2 million and $3.5 million, respectively, representing a decrease of $245 thousand.
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.
General and Administrative Expenses
We incurred $2.1 million of general and administrative expenses for the three months ended March 31, 2026, compared to $2.3 million for the three months ended March 31, 2025, representing a decrease of $153 thousand. The decrease is due to the actions taken throughout 2025 and 2026 to streamline the Company’s TPA operations and lower equity compensation costs in 2026.
Information Technology Expenses
We incurred $1.2 million of information technology expenses for the three months ended March 31, 2026, compared to $1.4 million for the three months ended March 31, 2025, representing a decrease of $233 thousand. The decrease is due to the actions taken throughout 2025 and 2026 to streamline the Company’s TPA operations.
Sales and Marketing Expenses
We incurred $229 thousand of sales and marketing expenses for the three months ended March 31, 2026, compared to $245 thousand for the three months ended March 31, 2025, representing a decrease of $16 thousand. The reason for the decrease is due to the actions taken in 2025 and early 2026 to improve overall efficiency and resource allocation.
Research and Development Expenses
We incurred $0 of research and development expenses for the three months ended March 31, 2026, compared to $7 thousand for the three months ended March 31, 2025. The reason for the decrease is due to the actions taken in 2025 to consolidate certain departments to improve overall efficiency and resource allocation.
Depreciation and Amortization
We incurred $60 thousand of depreciation and amortization expenses for the three months ended March 31, 2026, compared to $107 thousand for the three months ended March 31, 2025, representing a decrease of $47 thousand. This decrease was primarily due to the full depreciation or elimination of fixed assets during early 2025.
Facilities expenses
We incurred facilities expenses of $113 thousand for the three months ended March 31, 2026, compared to facilities expenses of $152 thousand for the three months ended March 31, 2025, representing a decrease of $39 thousand. The decrease in facilities expenses was due to the strategic decommissioning of unutilized facilities and equipment in 2025.
20
Interest Expense, net
We incurred $775 thousand of net interest expense for the three months ended March 31, 2026, compared to $819 thousand for the three months ended March 31, 2025, representing a decrease of $44 thousand primarily due to the decreased loan balance of the JGB Collateral LLC loan.
Liquidity and Capital Resources
As of March 31, 2026, we had an accumulated deficit of approximately $118.6 million, unrestricted cash and cash equivalents of approximately $201 thousand and negative working capital of approximately $16.7 million. For the three months ended March 31, 2026, we recognized a net loss of approximately $3.2 million and negative cash flows from operations of approximately $477 thousand.
We have spent most of our cash resources on funding our operating activities. Through March 31, 2026, we have financed our operations primarily with the proceeds from loans, the issuance of convertible notes and warrants, and sales of our equity securities.
On April 15, 2024, we entered into a Securities Purchase Agreement (the “JGB Purchase Agreement”) with each of the purchasers that are parties thereto (the “Purchasers”) and JGB, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”). Pursuant to the terms of the JGB Purchase Agreement, on April 15, 2024, we issued Senior Secured Convertible Debentures due on April 15, 2027 for a principal sum of $11.83 million, subject to the redemption of $5 million at our election. In accordance with the JGB Purchase Agreement, JGB purchased an aggregate of $6.35 million in principal amount of the Debentures. On June 21, 2024, we elected not to redeem an additional $5 million of the Debentures with JGB.
On December 30, 2024, we entered into amendments to the Purchase Agreement (the “Amendment Agreement”) and the Debentures (each, a “Debenture Amendment” and collectively, the “Debenture Amendments”) with the Purchasers and the Agent, to, among other things, sell Debentures up to an additional aggregate principal amount of $5.4 million, for a total purchase price of $5.0 million (the “Additional Investment”). Pursuant to the terms of the Amendment Agreement and the Debenture Amendments, a total of $2.0 million of the Additional Investment was delivered to the Company at closing, and the balance of $3.0 million of the Additional Investment is being held in escrow pending satisfaction of certain terms and conditions specified in the Amendment Agreement and the Debenture Amendments.
On May 13, 2026, we entered into a second amendment agreement (the “Second Amendment Agreement”) to the JGB Purchase Agreement with each of the Purchasers and the Agent. The Second Amendment Agreement, among other things, extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement by one year to April 15, 2028, revised the amortization schedule set forth in the Debentures and provided for certain restructuring and exit payments. In connection with the Second Amendment Agreement, Mr. Lamendola granted a second lien mortgage on certain personal real property as additional collateral for the obligations under the Debentures.
On February 12, 2026, we issued a promissory note (“Note 1”) in the principal amount of $410 thousand to our Chief Executive Officer (the “Holder”). Note 1 accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until Note 1 is repaid in full. Note 1 may be prepaid by us, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under Note 1 are payable by April 11, 2026 to the Holder, or its successors and assigns. The proceeds of Note 1 will be used by us for general working capital purposes. On April 29, 2026, we entered into an amendment agreement with the Holder pursuant to which the maturity date of Note 1 was extended to September 1, 2026.
On March 9, 2026, we issued a promissory note (“Note 2”) in the principal amount of $250 thousand to our Chief Executive Officer. Note 2 accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until Note 2 is repaid in full. Note 2 may be prepaid by us, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under Note 2 are payable by May 10, 2026 to the Holder, or its successors and assigns. The proceeds of Note 2 will be used by us for general working capital purposes. On April 29, 2026, we entered into an amendment agreement with the Holder pursuant to which the maturity date of Note 2 was extended to September 1, 2026.
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 our 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 Standards Board’s 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 issued. The 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.
21
Cash Flows
The following table summarizes selected information about our sources and uses of cash and cash equivalents for the three months ended March 31, 2026 and 2025:
Comparison of the Three Months Ended March 31, 2026 and 2025
(in thousands)
| Three months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (477 | ) | $ | (115 | ) | ||
| Net cash provided by investing activities | — | 500 | ||||||
| Net cash provided by financing activities | 160 | 1,892 | ||||||
| Net (decrease) increase in cash and cash equivalents and restricted cash | $ | (317 | ) | $ | 2,277 | |||
Net Cash Used in Operating Activities
Net cash used in operating activities totaled $477 thousand for the three months ended March 31, 2026, and the net cash used in operating activities totaled $115 thousand for the three months ended March 31, 2025. Net cash used in operating activities was primarily driven by our net loss for the period of $3.2 million, net of (i) non-cash items totaling $777 thousand and (ii) a decrease in net working capital items amounting to $1.9 million.
Net Cash Provided by Investing Activities
A total of $0 was provided by investing activities for the three months ended March 31, 2026 and $500 thousand for the three months ended March 31, 2025. The net cash provided by investing activities was due to the collection of cash for the sale of a business unit in the first quarter 2025.
Net Cash Provided by Financing Activities
A total of $160 thousand was provided from financing activities during the three months ended March 31, 2026, a decrease of $1.7 million compared to $1.9 million for the three months ended March 31, 2025. The net cash provided by financing activities for the three months ended March 31, 2026 was from related party loans of $660 thousand offset by the repayment of senior secured convertible debentures in the amount of $500 thousand. The net proceeds for 2025 were provided from senior secured convertible debentures issued on April 15, 2024, in the amount of $2.3 million, partially offset by the repayment of the loan to AXA S.A., a French société anonyme, in connection with our acquisition of Maestro Health on November 1, 2022, of $196 thousand.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles. 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 Quarterly Report for a description of the significant accounting policies that we use to prepare our unaudited interim condensed consolidated financial statements.
New Accounting Pronouncements
We have recently adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,”, ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments”, and ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) as of January 1, 2026. The adoption of these standards did not have a material impact on our financial position and results of operations. We have considered recently issued accounting pronouncements and are currently evaluating the impact the adoption of such pronouncements will have on our condensed consolidated financial statements.
22
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 three months ended March 31, 2026. 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 $201 thousand and $133 thousand on March 31, 2026 and December 31, 2025, 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 three months ended March 31, 2026.
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, Chief Financial Officer 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 period ended March 31, 2026. Based on this evaluation, our Chief Executive Officer, Chief Financial Officer 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 first quarter ended March 31, 2026, 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.
23
PART
II –
Item 1. Legal Proceedings
On January 30, 2025, the Company was served with a civil complaint by Messer Financial Group Inc., a sublessee of the Company’s previously rented office space in Charlotte, NC, for breach of contract. On July 28, 2025, the Company and the plaintiff conducted a mediation session, which was unsuccessful in resolving the dispute. On September 22, 2025, the plaintiff commenced discovery proceedings in the litigation, and in September 2025, the Company was informed that the plaintiff’s expert indicated estimated damages in excess of $5 million. On February 5, 2026, the Company agreed to a settlement agreement with Messer Financial Group Inc. pursuant to the settlement agreement, the Company is required to pay (i) a one-time lump sum of $10 thousandcash consideration; (ii) issue restricted shares of common stock (“RSU”) of Marpai in an amount valued at $25 thousand as consideration for Messer’s attorney’s fees; and (iii) 400,000 RSUs (together with the attorney’s fees RSUs, the “Stock Consideration”) in installments issuable as follows: (a) 100,000 restricted shares of common stock within thirty (30) days of the Effective Date; (b) 100,000 restricted shares of common stock by July 1, 2026; (c) 100,000 restricted shares of common stock by January 1, 2027; and (d) 100,000 restricted shares of common stock by July 1, 2027. On January 3, 2028, if the Total Value (defined below) of the Stock Consideration is less than $1.0 million, Marpai will (A) pay Messer an additional $250 thousand in cash, or (B) issue Messer $250 thousand in restricted shares of common stock of Marpai (MRAI), valued in the same manner as Total Value. Total Value shall be determined by averaging Marpai’s closing stock price on (A) the payment due date, (B) 45 days prior to the payment due date, and (C) 90 days prior to the payment due date.
After Messer received the Cash Consideration, Messer voluntarily dismissed the Lawsuit in its entirety as to all Defendants with prejudice.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed below and in Part I, “Item 1A. Risk Factors” in our 2025 Annual Report, which could materially affect our business, financial condition or future results.
Currently, our revenues are concentrated with a few major customers and our revenues may decrease significantly if we were to lose those major customers.
Due to our limited operating history, we have a limited customer base and have depended on a few major customers for a significant portion of our revenue. For the three month periods ended March 31, 2026 and 2025, we had no single customer that accounted for more than 10% of total revenue. At March 31, 2026, one customer accounted for 10.1% of accounts receivable. As of December 31, 2025, two customers accounted for 19.5% and 19.1% of accounts receivable.
If our major customers were to terminate their agreement with us, or if we fail to adequately perform under our agreement, and if we are unable to diversify our customer base, our revenue could decline, and our results of operations could be adversely affected.
We are reviewing strategic alternatives and there can be no assurance that we will be successful in identifying or completing any strategic transaction, that any such strategic transaction will result in additional value for our stockholders or that the process will not have an adverse impact on our business.
The process of reviewing strategic alternatives may be costly, time consuming and disruptive to our business operations and, if we are unable to effectively manage the process, our business, financial condition and results of operations could be adversely affected. We may incur significant costs associated with identifying, evaluating and negotiating potential strategic alternatives, such as legal, financial advisor and accounting fees and expenses and other related charges. We may also incur additional unanticipated expenses in connection with this process. A considerable portion of these costs will be incurred regardless of whether any such course of action is implemented or transaction is completed, decreasing cash available for use in our business.
There can be no assurance that any potential transaction, or series of transactions, or other strategic alternative, if found and if consummated, will provide greater value to our stockholders than that reflected in the current price of our common stock. Until the review process is concluded, perceived uncertainties related to our future may impact our business performance and volatility in the market price of our common stock and may make it more difficult for us to attract and retain qualified personnel and key employees. Our Board has not set a timetable for the conclusion of this review, nor has it made any definitive decisions related to taking any further actions or potential strategic options at this time or at all.
Item 5. Other Information.
On May 13, 2026, we entered into the Second Amendment Agreement to the JGB Purchase Agreement with each of the Purchasers and the Agent. The Second Amendment Agreement, among other things, extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement by one year to April 15, 2028, revised the amortization schedule set forth in the Debentures and provided for certain restructuring and exit payments. In connection with the Second Amendment Agreement, Mr. Lamendola granted a second lien mortgage on certain personal real property as additional collateral for the obligations under the Debentures.
24
Item 6. Exhibits.
| * | Filed herewith. |
| ** | Furnished herewith. |
25
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: May 15, 2026 | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ Steve Johnson | ||
| Name: | Steve Johnson | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
26
Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT AGREEMENT
This Second Amendment Agreement (“Agreement”), dated as of May 13, 2026, is made by and among JGB Capital L.P., JGB Partners L.P. and JGB (Cayman) Gasconne Ltd. (collectively, the “Purchasers” and each a “Purchaser”), Marpai Inc., a Delaware corporation (the “Company”), JGB Collateral LLC, a Delaware limited liability company (the “Agent”), as agent for the Purchasers, and each Person executing this Agreement as a guarantor, pledgor and/or mortgagor (collectively, the “Credit Support Parties”).
WHEREAS, the Purchasers and the Company entered into a Securities Purchase Agreement dated as of April 15, 2024 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Purchase Agreement”), whereby the Company issued to the Purchasers, and the Purchasers acquired from the Company, Senior Secured Convertible Debentures due April 15, 2027, as amended by the First Amendment (as defined below) (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, collectively the “Debentures” and each a “Debenture”);
WHEREAS, on January 23, 2025, the Company, the Purchasers and certain other parties entered into an Amendment Agreement (the “First Amendment”) pursuant to which, among other things, the Purchasers made an additional senior secured investment in the Company and the Company granted additional collateral security for the obligations under the Debentures and the Other Transaction Documents;
WHEREAS, the Company has requested that the Purchasers agree to (i) extend the Maturity Date of the Debentures to April 15, 2028, (ii) revise the amortization schedule set forth in the Debentures, and (iii) provide for certain restructuring and exit payments;
WHEREAS, as a condition to the Purchasers’ agreement to enter into this Agreement, Damien F. Lamendola has agreed to grant a second lien mortgage on the real property located at 13 Legare Street, Charleston, South Carolina, as additional collateral security for the obligations under the Debentures and the Other Transaction Documents; and
WHEREAS, the parties desire to enter into this Agreement and amendments to each Debenture in substantially the form attached hereto as Exhibit A, Exhibit B and Exhibit C (collectively the “Second Debenture Amendments” and each a “Second Debenture Amendment”) in order to reflect the foregoing request of the Company.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Agreement shall have the respective meanings given such terms in the Purchase Agreement or the Debentures, as applicable, in each case, as amended hereby.
2. Certain Reaffirmations and Reconfirmation of Security Interest and Subsidiary Guaranty.
(a) The Purchase Agreement, Debentures, Security Agreement, the Guarantees, the Mortgages and the other Transaction Documents are legal, valid, binding and enforceable against the Company and each Credit Support Party (in each case, to the extent a party thereto) in accordance with their respective terms. The terms of the Transaction Documents remain unchanged, except as modified pursuant to this Agreement, the First Amendment, the Debenture Amendments (as defined in the First Amendment), the Existing Mortgage Amendment (as defined in the First Amendment) and the Second Debenture Amendments.
(b) The Company’s and each Credit Support Party’s respective obligations under the Transaction Documents to which it is a party are not subject to any setoff, deduction, claim, counterclaim or defenses of any kind or character whatsoever.
(c) Purchasers and Agent have valid, enforceable and perfected security interests in and liens in the collateral for the Company’s obligations under the Debentures described in the Security Documents (the “Collateral”), as to which there are no setoffs, deductions, claims, counterclaims, or defenses of any kind or character whatsoever.
(d) Nothing herein or the Second Debenture Amendments shall impair or limit the continuation of the liens and security interests granted to the Purchasers and/or the Agent under the Security Agreement, the Mortgages or the other Security Documents, which liens are continued in full force and effect pursuant to and as provided therein. The Company and each Credit Support Party agrees that any reference to the Debenture in any Security Document means the Debenture as amended pursuant to this Agreement and the Second Debenture Amendments. The Company and each Credit Support Party acknowledges the continuing existence and priority of all liens and security interests granted, conveyed, and assigned pursuant to the Security Documents in accordance with the terms thereof, and agrees to perform such acts and duly authorize, execute, acknowledge, deliver, file, and record such additional documents and certificates as the Purchasers or the Agent request in order to perfect, preserve, and protect such liens and security interests.
(e) Each Credit Support Party acknowledges this Agreement and the Second Debenture Amendments, and ratifies, and confirms that, the Guarantee, the Mortgages or other Transaction Documents executed by such Credit Support Party are not released, diminished, impaired, reduced, or otherwise adversely affected by this Agreement, and continues to guarantee, assure or otherwise secure, as applicable, the full payment and performance of all present and future obligations under the Debentures (as amended by this Agreement and the Second Debenture Amendments) and the other Transaction Documents.
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(f) The Purchasers and the Agent have fully and timely performed all of their obligations and duties in compliance with the Transaction Documents and applicable law, and have acted reasonably, in good faith, and appropriately under the circumstances.
3. Amendments to the Purchase Agreement. The Purchase Agreement is amended as follows:
(a) Article 1 of the Purchase Agreement is amended to include the following definitions:
“First Lien Mortgage” means that certain Mortgage dated as of December 6, 2023, from Damien F. Lamendola, as mortgagor, in favor of Morgan Stanley Private Bank, National Association, as mortgagee, recorded in Book 1217, Page 617 in the records of Charleston County, South Carolina, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time.
“First Lien Indebtedness” means the Indebtedness evidenced by that certain promissory note dated as of December 6, 2023, in the original principal amount of $4,130,000, made by the Borrower in favor of Morgan Stanley Private Bank, National Association, together with interest thereon and other amounts payable in accordance with the terms thereof and of the First Lien Mortgage.
“Legare Mortgage” means that certain Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof, by the Legare Property Owner, as mortgagor, and the Agent, as mortgagee, as the same may be amended, restated, supplemented, refinanced, replaced or otherwise modified from time to time, and pursuant to which the Legare Property Owner has granted the Agent a second priority security interest in the Legare Property.
“Legare Property” means that certain property located at 13 Legare Street, Charleston, SC 29401.
“Legare Property Owner” means Damien F. Lamendola.
“Second Amendment Agreement” means that certain Second Amendment Agreement, dated as of May 13, 2026, by and among the Company, the Credit Support Parties party thereto, the Purchasers and the Agent.
“Second Amendment Effective Date” means the date on which the conditions set forth in Section 5 of the Second Amendment Agreement have been satisfied.
(b) The definition of “Maturity Date” set forth in the Purchase Agreement is hereby amended and restated as follows:
“Maturity Date” means, April 15, 2028, or such earlier date as the Debentures are required or permitted to be repaid pursuant to the terms of the Debentures or as a result of, or upon or following, an Event of Default.
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(c) The definition of “Mortgages” set forth in the Purchase Agreement is hereby amended and restated as follows:
“Mortgages” means, the 188-190 Mortgage, the Surfsong Mortgage, the UTAT Mortgage, and the Legare Mortgage.
(d) The definition of “Security Documents” set forth in 1.1 of the Purchase Agreement is amended to include the Legare Mortgage.
(e) The definition of “Transaction Documents” set forth in 1.1 of the Purchase Agreement is amended to include this Agreement, the Second Debenture Amendments and the Legare Mortgage.
4. Representations and Warranties. The Company and each Credit Support Party represents and warrants, severally and jointly, to each Purchaser that:
(a) Authorization; Enforcement. The Company and each Credit Support Party has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Second Debenture Amendments and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and each Credit Support Party and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and each such Credit Support Party and no further action is required by the Company or any Credit Support Party in connection herewith. The execution and delivery of this Agreement and the Second Debenture Amendments by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. This Agreement has been (or upon delivery will have been) duly executed by the Company and each Credit Support Party and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company and each Credit Support Party enforceable against them in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law (clauses (i) – (iii) collectively, the “Enforceability Limitations”). The Second Debenture Amendments have been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms thereof, will constitute the valid and binding obligation of the Company enforceable against it in accordance with its terms subject to the Enforceability Limitations.
(b) No Conflicts. The execution, delivery and performance by the Company and each Credit Support Party of this Agreement and the execution, delivery and performance by the Company of the Second Debenture Amendments, and the consummation by each of them of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any such Credit Support Party’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Credit Support Party (except pursuant to the Transaction Documents), or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, securities purchase agreement, debt or other instrument (evidencing a Company or Credit Support Party Indebtedness or otherwise) or other understanding to which the Company or any Credit Support Party is a party or by which any property or asset of the Company or any Credit Support Party is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or Governmental Authority to which the Company or a Credit Support Party is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Credit Support Party is bound or affected, in the case of clauses (ii) and (iii) to the extent such conflict, breach or violation could reasonably be expected to result in a Material Adverse Effect.
| -4- |
(c) Absence of Defaults. After giving effect to this Agreement and the Second Debenture Amendments, no Event of Default has occurred or is continuing. The Company and each Credit Support Party have complied in all material respects with their respective obligations under the Transaction Documents.
(d) Solvency. Based on the consolidated financial condition of the Company and its Subsidiaries taken as a whole, after giving effect to the transactions contemplated by this Agreement and the Second Debenture Amendments, the Company is solvent. The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the date of this Agreement.
(e) Absence of Material Adverse Effect. Since April 15, 2024, there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect.
(f) Legare Mortgage; Homestead Rights. As of the Second Amendment Effective Date, (i) the outstanding principal amount of the First Lien Indebtedness secured by the First Lien Mortgage is $4,000,000 and (ii) the Company and Legare Property Owner have provided correct and complete copies of all documents evidencing such First Lien Mortgage to the Purchasers. Legare Property Owner represents and warrants that either (x) the Legare Property is not the Legare Property Owner’s primary residence and is not subject to any homestead or similar exemption under applicable law or (y) Legare Property Owner has waived, to the fullest extent permitted by the laws of the State of South Carolina, any and all rights of homestead, exemption, or other similar protections with respect to the Legare Property, whether arising under the Constitution or laws of the State of South Carolina or otherwise, as against the lien and security interest created by the Legare Mortgage.
| -5- |
(g) Representations and Warranties in Transaction Documents. The representations and warranties set forth in each Transaction Document shall, in each case, be true and correct in all respects with the same effect as made on the Second Amendment Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), in each case, except as set forth in (i) the Company’s recent periodic reports filed with the Commission since September 30, 2025, and (ii) the disclosure schedules thereto or in the disclosure schedules delivered by the Company in connection with this Agreement.
5. Conditions Precedent. This Agreement and the Second Debenture Amendments shall become effective upon the date, (the “Effective Date”), on which the Purchasers and the Agent shall have received:
(a) this Agreement, duly executed and delivered by the Company and each Credit Support Party;
(b) each Second Debenture Amendment duly executed and delivered by the Company (with “wet ink” originals delivered to the Agent within five Business Days after the Effective Date);
(c) as additional security for the Company's obligations under this Second Amendment, the Purchase Agreement, the Debentures and the other Transaction Documents, the executed Legare Mortgage, pursuant to which Legare Property Owner has granted a second priority mortgage on the Legare Property in favor of the Agent for the benefit of the Holder and the other Purchasers;
(d) a mortgagee's title insurance policy from Chicago Title & Trust (or another nationally recognized title insurance company acceptable to the Agent) insuring the Legare Mortgage, insuring the Lien of the Legare Mortgage to be a valid second priority Lien, subject only to the First Lien Mortgage and other encumbrances permitted under the Legare Mortgage, subject to no defects or objections which are unacceptable to the Agent in its sole discretion, together with such endorsements as the Agent may reasonably require, and otherwise reasonably satisfactory in form and substance to the Agent in its sole discretion;
(e) evidence satisfactory to the Purchasers of the current outstanding principal balance of the First Lien Indebtedness, copies of all loan documents governing the First Lien Mortgage, and, if required by the Agent, a consent executed by the lenders under the First Lien Mortgage in form and substance satisfactory to the Agent;
(f) resolutions of the Board of Directors of the Company approving the transactions contemplated hereby;
(g) lien search results with respect to the Company and each Guarantor with results satisfactory to the Purchasers and Agent;
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(h) payment of all fees and other amounts due and payable by the Borrower to the Agent, Holders or Purchasers on or prior to the date hereof and, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company under the Transaction Documents, including the reasonable fees and disbursements invoiced through the date hereof of Agent’s counsel, Haynes and Boone, LLP;
(i) all statements set forth in Sections 2 and 4 herein shall be true and correct as of the Effective Date, and the Purchasers and Agent shall have received a certificate, dated as of the Effective Date and in form and substance satisfactory to the Purchasers and the Agent, duly executed and delivered by the Chief Executive Officer or Chief Financial Officer of the Company, in which certificate the Company shall certify, represent and warrant that, at the time such certificate is delivered, (i) all statements, representations and warranties set forth in Sections 2 and 4 are true and correct immediately before and immediately after giving effect to the Effective Date, and (ii) all of the conditions set forth in this Section 5 have been satisfied.
6. Releases. In further consideration of Purchasers’ and Agent’s execution of this Agreement, the Company and the Credit Support Parties, on behalf of themselves and their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents and attorneys, hereby forever, fully, unconditionally and irrevocably waive and release Purchasers and their respective successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, attorneys and agents (collectively, the “Releasees”) from any and all claims, liabilities, obligations, debts, causes of action (whether at law or in equity or otherwise), defenses, counterclaims, setoffs, of any kind, whether known or unknown, whether liquidated or unliquidated, matured or unmatured, fixed or contingent, directly or indirectly arising out of, connected with, resulting from or related to any act or omission by any Releasee, on or prior to the date hereof, with respect to the Transaction Documents, the transactions contemplated thereby or any enforcement or attempted enforcement of the Transaction Documents by any Releasee (collectively, the “Claims”). The Company and the Credit Support Parties further agree that they shall not commence, institute, or prosecute any lawsuit, action or other proceeding, whether judicial, administrative or otherwise, to prosecute, collect or enforce any Claim.
7. Transaction Documents. The parties hereto agree that this Agreement and the Second Debenture Amendments are Transaction Documents. In addition, all references in the Transaction Documents to the Debentures shall be deemed to mean the Debentures as amended by the Second Debenture Amendments. This Agreement and the Second Debenture Amendments, together with the Transaction Documents, are the entire agreement among the parties with respect to the subject matter hereof.
8. No Modification. Except as expressly set forth in this Agreement and the Second Debenture Amendments, nothing contained in this Agreement shall be deemed or construed to amend, supplement or modify the Debentures or the other Transaction Documents or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.
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9. Successors and Assigns; Survival. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto, and each of their respective successors and assigns. The representations and warranties of the Company and the Credit Support Parties shall survive the consummation of the transactions contemplated by this Agreement.
10. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regards to the principles of conflicts of law thereof. The parties agree that the state and federal courts located in the City of New York, Borough of Manhattan shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Agreement and the parties submit to the personal jurisdiction of such courts.
11. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement.
12. Disclosure. The Company will disclose the material terms of this Agreement, the Second Debenture Amendments and the transactions contemplated hereby and thereby by not later than 5:30 p.m. (New York City time) on the fourth Trading Day following the date hereof by means of a Current Report on Form 8-K (a “Report”) filed with the Commission. The Report shall include as exhibits this Agreement and Second Debenture Amendments. The Company and Purchasers shall consult with each other in preparing any such Report. From and after the filing of the Report with the Commission, the Company acknowledges and agrees that the Purchasers shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers or directors.
[SIGNATURE PAGE FOLLOWS]
| -8- |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| COMPANY | ||
| MARPAI, INC. | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Chief Financial Officer | ||
| CREDIT SUPPORT PARTIES: | ||
| /s/ Damien F. Lamendola | ||
| Name: Damien F. Lamendola | ||
| HILLCOUR HOLDINGS, LLC | ||
| By | /s/ Damien F. Lamendola | |
| Name: Damien F. Lamendola | ||
| Title: Manager | ||
| MARPAI CAPTIVE, INC. | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Authorized Signatory | ||
| MARPAI ADMINISTRATORS LLC | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Authorized Signatory | ||
| MARPAI HEALTH, INC. | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Authorized Signatory | ||
| MAESTRO HEALTH, INC. | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Authorized Signatory | ||
| RESTRADA, LLC | ||
| By | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Authorized Signatory | ||
[JGB- Marpai- SPA Amendment Signature Page]
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| PURCHASERS | ||
| JGB CAPITAL L.P. | ||
| By | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
| New Principal Amount: $165,720.00 | ||
| JGB PARTNERS L.P. | ||
| By | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
| New Principal Amount: $3,559,276.36 | ||
| JGB (CAYMAN) GASCONNE LTD. | ||
| By | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
| New Principal Amount: $4,561,003.64 | ||
| AGENT | ||
| JGB COLLATERAL LLC | ||
| By | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
[JGB- Marpai- SPA Amendment Signature Page]
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| ACKNOWLEDGED AND AGREED: | ||
| LEGARE PROPERTY OWNER | ||
| By | /s/ Damien F. Lamendola | |
| Name: Damien F. Lamendola | ||
[JGB- Marpai- SPA Amendment Signature Page]
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Exhibit A
SECOND AMENDMENT TO
SENIOR SECURED CONVERTIBLE DEBENTURE
DUE APRIL 15, 2028
This Second Amendment to the SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 15, 2027 (this “Amendment”), dated May 13, 2026, is made by and between Marpai Inc., a Delaware corporation (the “Company”) and JGB Partners L.P. (“Holder”).
WHEREAS, on April 15, 2024, the Company executed and delivered to Holder a certain Senior Secured Convertible Debenture due April 15, 2027 (the “Original Debenture”);
WHEREAS, on January 23, 2025 the Company and the Holder entered into an Amendment to Senior Secured Convertible Debenture (the “First Debenture Amendment”) whereby, among other things, the Holder made an additional senior secured investment in the Company and the Original Debenture was amended (the Original Debenture, as amended by the First Debenture Amendment, the “ Debenture”);
WHEREAS, on the date hereof the Company and the Holder entered into a Second Amendment Agreement (the “Second Amendment Agreement”) and, in connection therewith, the parties wish to amend the Debenture to extend the Maturity Date to April 15, 2028, revise the amortization schedule, and provide for certain restructuring and exit payments, as set forth herein; and
WHEREAS, the parties wish to amend the Debenture in order to give effect to the foregoing:
NOW, THEREFORE, in consideration of the recitals, the mutual promises, and agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meaning given such terms in the Debenture or the Second Amendment Agreement, as applicable.
2. Confirmation of Outstanding Balance. The parties acknowledge and agree that the outstanding principal balance of the Debenture as of the date hereof is $3,559,276.36.
3. Amendments to the Debenture. Effective as of the Second Amendment Effective Date, the Debenture is amended as follows:
(a) The “Maturity Date” is hereby amended to “April 15, 2028.”
(b) Section 1 of the Debenture is amended by adding the following definitions in appropriate alphabetical order:
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“Exit Payment” means a payment of $202,272.73, payable to the Holder on the Maturity Date.
“Restructuring Payment” means a payment of $77,250.00, payable to the Holder on March 31, 2027.
“Second Amendment Effective Date” means April 30, 2026.
“Second Amendment to Securities Purchase Agreement” means the Second Amendment Agreement executed by the Company, the Holder and the other parties party thereto on the Second Amendment Effective Date.
“Second Debenture Amendment” means the Second Amendment to the Debenture, dated as of May 13, 2026.
(c) Section 2(b) of the Debenture is hereby amended and restated as follows:
Amortization. Commencing on the Second Amendment Effective Date, and continuing thereafter on each Interest Payment Date through the Maturity Date, the Company shall make monthly principal payments in accordance with the following schedule and in the following amounts:
| Payment Date | Principal Payment | |||
| April 30, 2026 | $ | 25,750.00 | ||
| May 29, 2026 | $ | 51,500.00 | ||
| June 30, 2026 and each Interest Payment Date thereafter through April 30, 2027 | $ | 77,250.00 | ||
| May 31, 2027 | $ | 69,076.36 | ||
| June 30, 2027 and each Interest Payment Date thereafter through March 31, 2028 | $ | 60,681.82 | ||
| Maturity Date | $ | 1,956,381.82 | ||
(d) Section 2 of the Debenture is amended by adding the following as new Sections 2(g) and 2(h):
(g) Restructuring Payment. On March 31, 2027, the Company shall pay to the Holder the Restructuring Payment.
(h) Exit Payment. On the Maturity Date, the Company shall pay to the Holder the Exit Payment in addition to all other amounts due on such date (including, without limitation, all outstanding principal, accrued and unpaid interest, and any other amounts due hereunder).
| -13- |
(e) Section 7 of the Debenture is amended by adding the following as new Sections 7(a)(xx) and 7(c):
Section 7(a)(xx) First Lien Mortgage on Legare Property. From and after the Second Amendment Effective Date, any of the following occurs: (i) Legare Property Owner is in default under any of the provisions of Section 4.3 of the Legare Mortgage, (ii) the First Lien Mortgage is refinanced or otherwise modified in a manner materially adverse to the Secured Party (as defined in the Legare Mortgage) or any Holder, (iii) Legare Property Owner incurs any additional indebtedness secured by the Legare Property, or (iv) any default shall occur under the First Lien Mortgage and such default shall continue uncured for a period of sixty (60) days or (v) the holders of the First Lien Mortgage accelerate the maturity thereof or commence a foreclosure or other enforcement action with respect to the First Lien Mortgage.
Section 7(c) Refinancing Right. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights and remedies the Agent and the Holders may have under the Transaction Documents, the Company and the Legare Property Owner agree that (i) Agent (for the benefit of the Holder and the other Purchasers) shall have the right, but not the obligation, to cause the Legare Property Owner to refinance the First Lien Mortgage, on such terms and conditions as the Agent deems appropriate in its sole discretion, but which shall not be materially more burdensome to the Legare Property Owner than the terms and conditions applicable to the First Lien Mortgage as of the Second Amendment Effective Date, and (ii) any amounts advanced by the Agent or any Purchaser to refinance the First Lien Mortgage shall constitute additional obligations under the Debentures and the other Transaction Documents, and be secured by the collateral securing such obligations, as determined by the Agent in its sole discretion.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. The parties agree that the state and federal courts located in the City of New York, Borough of Manhattan shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Amendment and the parties submit to the personal jurisdiction of such courts.
5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
[Signature Page Follows]
| -14- |
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
| COMPANY | ||
| MARPAI, INC. | ||
| By: | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Chief Financial Officer | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB Partners L.P.)]
| -15- |
| HOLDER | ||
| JGB PARTNERS L.P. | ||
| By: | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB Partners L.P.)]
| -16- |
| Acknowledged and agreed to as of the date first above written: | ||
| LEGARE PROPERTY OWNER | ||
| By: | /s/ Damien F. Lamendola | |
| Name: Damien F. Lamendola | ||
| -17- |
Exhibit B
SECOND AMENDMENT TO
SENIOR SECURED CONVERTIBLE DEBENTURE
DUE APRIL 15, 2028
This Second Amendment to the SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 15, 2027 (this “Amendment”), dated May 13, 2026, is made by and between Marpai Inc., a Delaware corporation (the “Company”) and JGB (Cayman) Gasconne Ltd. (“Holder”).
WHEREAS, on April 15, 2024, the Company executed and delivered to Holder a certain Senior Secured Convertible Debenture due April 15, 2027 (the “Original Debenture”);
WHEREAS, on January 23, 2025 the Company and the Holder entered into an Amendment to Senior Secured Convertible Debenture (the “First Debenture Amendment”) whereby, among other things, the Holder made an additional senior secured investment in the Company and the Original Debenture was amended (the Original Debenture, as amended by the First Debenture Amendment, the “ Debenture”);
WHEREAS, on the date hereof the Company and the Holder entered into a Second Amendment Agreement (the “Second Amendment Agreement”) and, in connection therewith, the parties wish to amend the Debenture to extend the Maturity Date to April 15, 2028, revise the amortization schedule, and provide for certain restructuring and exit payments, as set forth herein; and
WHEREAS, the parties wish to amend the Debenture in order to give effect to the foregoing:
NOW, THEREFORE, in consideration of the recitals, the mutual promises, and agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meaning given such terms in the Debenture or the Second Amendment Agreement, as applicable.
2. Confirmation of Outstanding Balance. The parties acknowledge and agree that the outstanding principal balance of the Debenture as of the date hereof is $4,561,003.64.
3. Amendments to the Debenture. Effective as of the Second Amendment Effective Date, the Debenture is amended as follows:
(a) The “Maturity Date” is hereby amended to “April 15, 2028.”
| -18- |
(b) Section 1 of the Debenture is amended by adding the following definitions in appropriate alphabetical order:
“Exit Payment” means a payment of $287,727.27, payable to the Holder on the Maturity Date.
“Restructuring Payment” means a payment of $69,750.00, payable to the Holder on March 31, 2027.
“Second Amendment Effective Date” means April 30, 2026.
“Second Amendment to Securities Purchase Agreement” means the Second Amendment Agreement executed by the Company, the Holder and the other parties party thereto on the Second Amendment Effective Date.
“Second Debenture Amendment” means the Second Amendment to the Debenture, dated as of May 13, 2026.
(c) Section 2(b) of the Debenture is hereby amended and restated as follows:
Amortization. Commencing on the Second Amendment Effective Date, and continuing thereafter on each Interest Payment Date through the Maturity Date, the Company shall make monthly principal payments in accordance with the following schedule and in the following amounts:
| Payment Date | Principal Payment | |||
| April 30, 2026 | $ | 23,250.00 | ||
| May 29, 2026 | $ | 46,500.00 | ||
| June 30, 2026 and each Interest Payment Date thereafter through April 30, 2027 | $ | 69,750.00 | ||
| May 31, 2027 | 77,923.64 | |||
| June 30, 2027 and each Interest Payment Date thereafter through March 31, 2028 | 86,318.18 | |||
| Maturity Date | 2,782,898.18 | |||
(d) Section 2 of the Debenture is amended by adding the following as new Sections 2(g) and 2(h):
(g) Restructuring Payment. On March 31, 2027, the Company shall pay to the Holder the Restructuring Payment.
(h) Exit Payment. On the Maturity Date, the Company shall pay to the Holder the Exit Payment in addition to all other amounts due on such date (including, without limitation, all outstanding principal, accrued and unpaid interest, and any other amounts due hereunder).
| -19- |
(e) Section 7 of the Debenture is amended by adding the following as new Sections 7(a)(xx) and 7(c):
Section 7(a)(xx) First Lien Mortgage on Legare Property. From and after the Second Amendment Effective Date, any of the following occurs: (i) Legare Property Owner is in default under any of the provisions of Section 4.3 of the Legare Mortgage, (ii) the First Lien Mortgage is refinanced or otherwise modified in a manner materially adverse to the Secured Party (as defined in the Legare Mortgage) or any Holder, (iii) Legare Property Owner incurs any additional indebtedness secured by the Legare Property, or (iv) any default shall occur under the First Lien Mortgage and such default shall continue uncured for a period of sixty (60) days or (v) the holders of the First Lien Mortgage accelerate the maturity thereof or commence a foreclosure or other enforcement action with respect to the First Lien Mortgage.
Section 7(c) Refinancing Right. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights and remedies the Agent and the Holders may have under the Transaction Documents, the Company and the Legare Property Owner agree that (i) Agent (for the benefit of the Holder and the other Purchasers) shall have the right, but not the obligation, to cause the Legare Property Owner to refinance the First Lien Mortgage, on such terms and conditions as the Agent deems appropriate in its sole discretion, but which shall not be materially more burdensome to the Legare Property Owner than the terms and conditions applicable to the First Lien Mortgage as of the Second Amendment Effective Date, and (ii) any amounts advanced by the Agent or any Purchaser to refinance the First Lien Mortgage shall constitute additional obligations under the Debentures and the other Transaction Documents, and be secured by the collateral securing such obligations, as determined by the Agent in its sole discretion.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. The parties agree that the state and federal courts located in the City of New York, Borough of Manhattan shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Amendment and the parties submit to the personal jurisdiction of such courts.
5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
[Signature Page Follows]
| -20- |
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
| COMPANY | ||
| MARPAI, INC. | ||
| By: | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Chief Financial Officer | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB (Cayman) Gasconne Ltd.)]
| -21- |
| HOLDER | ||
| JGB (CAYMAN) GASCONNE LTD. | ||
| By: | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB (Cayman) Gasconne Ltd.)]
| -22- |
| Acknowledged and agreed to as of the date first above written: | ||
| LEGARE PROPERTY OWNER | ||
| By: | /s/ Damien F. Lamendola | |
| Name: Damien F. Lamendola | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB (Cayman) Gasconne Ltd.)]
| -23- |
Exhibit C
SECOND AMENDMENT TO
SENIOR SECURED CONVERTIBLE DEBENTURE
DUE APRIL 15, 2028
This Second Amendment to the SENIOR SECURED CONVERTIBLE DEBENTURE DUE APRIL 15, 2027 (this “Amendment”), dated May 13, 2026, is made by and between Marpai Inc., a Delaware corporation (the “Company”) and JGB Capital L.P. (“Holder”).
WHEREAS, on April 15, 2024, the Company executed and delivered to Holder a certain Senior Secured Convertible Debenture due April 15, 2027 (the “Original Debenture”);
WHEREAS, on January 23, 2025 the Company and the Holder entered into an Amendment to Senior Secured Convertible Debenture (the “First Debenture Amendment”) whereby, among other things, the Holder made an additional senior secured investment in the Company and the Original Debenture was amended (the Original Debenture, as amended by the First Debenture Amendment, the “ Debenture”);
WHEREAS, on the date hereof the Company and the Holder entered into a Second Amendment Agreement (the “Second Amendment Agreement”) and, in connection therewith, the parties wish to amend the Debenture to extend the Maturity Date to April 15, 2028, revise the amortization schedule, and provide for certain restructuring and exit payments, as set forth herein; and
WHEREAS, the parties wish to amend the Debenture in order to give effect to the foregoing:
NOW, THEREFORE, in consideration of the recitals, the mutual promises, and agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meaning given such terms in the Debenture or the Second Amendment Agreement, as applicable.
2. Confirmation of Outstanding Balance. The parties acknowledge and agree that the outstanding principal balance of the Debenture as of the date hereof is $165,720.00.
3. Amendments to the Debenture. Effective as of the Second Amendment Effective Date, the Debenture is amended as follows:
(a) The “Maturity Date” is hereby amended to “April 15, 2028.”
(b) Section 1 of the Debenture is amended by adding the following definitions in appropriate alphabetical order:
“Exit Payment” means a payment of $10,000.00, payable to the Holder on the Maturity Date.
| -24- |
“Restructuring Payment” means a payment of $3,000.00, payable to the Holder on March 31, 2027.
“Second Amendment Effective Date” means April 30, 2026.
“Second Amendment to Securities Purchase Agreement” means the Second Amendment Agreement executed by the Company, the Holder and the other parties party thereto on the Second Amendment Effective Date.
“Second Debenture Amendment” means the Second Amendment to the Debenture, dated as of May 13, 2026.
(c) Section 2(b) of the Debenture is hereby amended and restated as follows:
Amortization. Commencing on the Second Amendment Effective Date, and continuing thereafter on each Interest Payment Date through the Maturity Date, the Company shall make monthly principal payments in accordance with the following schedule and in the following amounts:
| Payment Date | Principal Payment | |||
| April 30, 2026 | $ | 1,000.00 | ||
| May 29, 2026 | $ | 2,000.00 | ||
| June 30, 2026 and each Interest Payment Date thereafter through March 31, 2028 | $ | 3,000.00 | ||
| Maturity Date | $ | 96,720.00 | ||
(d) Section 2 of the Debenture is amended by adding the following as new Sections 2(g) and 2(h):
(g) Restructuring Payment. On March 31, 2027, the Company shall pay to the Holder the Restructuring Payment.
(h) Exit Payment. On the Maturity Date, the Company shall pay to the Holder the Exit Payment in addition to all other amounts due on such date (including, without limitation, all outstanding principal, accrued and unpaid interest, and any other amounts due hereunder).
(e) Section 7 of the Debenture is amended by adding the following as new Sections 7(a)(xx) and 7(c):
Section 7(a)(xx) First Lien Mortgage on Legare Property. From and after the Second Amendment Effective Date, any of the following occurs: (i) Legare Property Owner is in default under any of the provisions of Section 4.3 of the Legare Mortgage, (ii) the First Lien Mortgage is refinanced or otherwise modified in a manner materially adverse to the Secured Party (as defined in the Legare Mortgage) or any Holder, (iii) Legare Property Owner incurs any additional indebtedness secured by the Legare Property, or (iv) any default shall occur under the First Lien Mortgage and such default shall continue uncured for a period of sixty (60) days or (v) the holders of the First Lien Mortgage accelerate the maturity thereof or commence a foreclosure or other enforcement action with respect to the First Lien Mortgage.
| -25- |
Section 7(c) Refinancing Right. Upon the occurrence and during the continuance of an Event of Default, in addition to any other rights and remedies the Agent and the Holders may have under the Transaction Documents, the Company and the Legare Property Owner agree that (i) Agent (for the benefit of the Holder and the other Purchasers) shall have the right, but not the obligation, to cause the Legare Property Owner to refinance the First Lien Mortgage, on such terms and conditions as the Agent deems appropriate in its sole discretion, but which shall not be materially more burdensome to the Legare Property Owner than the terms and conditions applicable to the First Lien Mortgage as of the Second Amendment Effective Date, and (ii) any amounts advanced by the Agent or any Purchaser to refinance the First Lien Mortgage shall constitute additional obligations under the Debentures and the other Transaction Documents, and be secured by the collateral securing such obligations, as determined by the Agent in its sole discretion.
4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflict of laws thereof. The parties agree that the state and federal courts located in the City of New York, Borough of Manhattan shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Amendment and the parties submit to the personal jurisdiction of such courts.
5. Counterparts. This Amendment may be executed in any number of counterparts, all of which shall constitute one and the same agreement, and any party hereto may execute this Amendment by signing and delivering one or more counterparts. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
[Signature Page Follows]
| -26- |
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
| COMPANY | ||
| MARPAI, INC. | ||
| By: | /s/ Steve Johnson | |
| Name: Steve Johnson | ||
| Title: Chief Financial Officer | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB Capital L.P.)]
| -27- |
| HOLDER | ||
| JGB CAPITAL L.P. | ||
| By: | /s/ Brett Cohen | |
| Name: Brett Cohen | ||
| Title: President | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB Capital L.P.)]
| -28- |
| Acknowledged and agreed to as of the date first above written: | ||
| LEGARE PROPERTY OWNER | ||
| By: | /s/ Damien F. Lamendola | |
| Name: Damien F. Lamendola | ||
[JGB- Marpai- Second Debenture Amendment Signature Page (JGB Capital L.P.)]
| -29- |
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a)
I, Damien Lamendola, 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: May 15, 2026
| /s/ Damien Lamendola | |
| Damien Lamendola | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a)
I, Steve Johnson, 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: May 15, 2026
| /s/ Steve Johnson | |
| Steve Johnson | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
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 March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Damien Lamendola, 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/ Damien Lamendola | |
| Damien Lamendola | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| May 15, 2026 |
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 March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steve Johnson, 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/ Steve Johnson | |
| Steve Johnson | |
| Chief Financial Officer | |
| (Principal Financial Officer) | |
| May 15, 2026 |
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Accounts receivable, net of allowance for credit losses | $ 11 | $ 21 |
| Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized (in Shares) | 2,000,000 | 2,000,000 |
| Preferred stock, shares issued (in Shares) | 0 | 0 |
| Preferred stock, shares outstanding (in Shares) | 0 | 0 |
| Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized (in Shares) | 227,791,050 | 227,791,050 |
| Common stock, shares issued (in Shares) | 25,292,667 | 24,035,610 |
| Common stock, shares outstanding (in Shares) | 25,292,667 | 24,035,610 |
Organization and Description of Business |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization and Description of Business [Abstract] | |
| ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Unless the context otherwise requires, throughout, the words “Marpai,” “Marpai, Inc.,” “we,” “our,” “us,” the “registrant,” or the “Company” refer to Marpai, Inc. and our subsidiaries (as applicable).
Organization
Marpai, Inc.’s (“Marpai”, “we”, or the “Company”) operations are principally conducted through our wholly owned subsidiaries, Marpai Health, Inc. (“Marpai Health”), Marpai Administrators LLC (“Marpai Administrators”), and Maestro Health LLC (“Maestro”). 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 administrator (“TPA”) handling all administrative aspects of providing healthcare to self-insured employer groups. We have combined these two 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 ourselves 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, 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 and operated until the fourth quarter of 2025.
Nature of Business
Our 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 us to administer members’ healthcare claims, who we refer to as Clients, (ii) employees who receive these healthcare benefits from our clients, who we refer to as Members, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products, who we refer to as Providers.
We provide outsourced benefits administration services to Clients in the United States across multiple industries. Our backroom administration and TPA services are supported by a customized technology platform and a dedicated benefits call center. Under our TPA platform, we provide health and welfare administration, dependent eligibility verification, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, and benefit billing services.
We continue to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; tariffs levied by the Trump Administration, social and political issues; regulatory matters, geopolitical tensions; and global security issues. We are also mindful of inflationary pressures on our cost base and are monitoring the impact on customer preferences. |
Unaudited Interim Condensed Consolidated Financial Statements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Unaudited Interim Condensed Consolidated 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 condensed consolidated financial statements furnished herein 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 our Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries. |
Liquidity and Going Concern |
3 Months Ended |
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Mar. 31, 2026 | |
| Liquidity and Going Concern [Abstract] | |
| LIQUIDITY AND GOING CONCERN | NOTE 3 – LIQUIDITY AND GOING CONCERN
As shown in the accompanying unaudited interim condensed consolidated financial statements as of March 31, 2026, we had an accumulated deficit of approximately $118.6 million and negative working capital of approximately $16.7 million. At March 31, 2026, we had short term debt of approximately $10.3 million, long term debt of approximately $18.6 million, and approximately $201 thousand of unrestricted cash on hand. For the three months ended March 31, 2026, we recognized a net loss of approximately $3.2 million and negative cash flows from operations of approximately $477 thousand. We have met our cash needs primarily through proceeds from issuing convertible notes, warrants, and shares of our Class A common stock, par value $0.0001 per share (the “common stock”), as well as borrowing from various lenders. We currently project that we will need additional capital to fund our current operations and capital investment requirements until we scale to a revenue level that permits cash self-sufficiency. As a result, we need to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on our 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 the issuance of debt. Alternatively, or in addition, we may seek to sell assets which we regard 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 we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in our 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 Standards 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 our liquidity condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these unaudited interim condensed consolidated financial statements are issued. These unaudited interim 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. |
Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2026 | |
| Summary of Significant Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses reported in those condensed consolidated financial statements. Descriptions of our significant accounting policies are discussed in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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.
Concentrations of Credit Risk
For the three month periods ended March 31, 2026 and March 31, 2025, we had no single customer that accounted for more than 10% of total revenue. At March 31, 2026, one customer accounted for 10.1% of accounts receivable. At December 31, 2025, two customers accounted for 19.5% and 19.1% of accounts receivable, respectively. Restricted Cash
Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit (“CD”) held for collateral for a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for us. 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
We comply with the guidance of Accounting Standards Codification (“ASC”) Topic 350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for our internally developed system projects that it utilizes to provide our services to customers. These system projects generally relate to our software 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, we capitalize 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.
Revenue Recognition
Third Party Administrator Revenue
Revenue is recognized when control of the promised services is transferred to our customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As we complete our performance obligations, we have an unconditional right to consideration, as outlined in our contracts.
Contract Balances
At March 31, 2026 and December 31, 2025, the balances of our accounts receivable from contracts with customers, net of related allowances for credit losses, were $738 thousand and $697 thousand, respectively, and the balance of our unbilled receivables from contracts with customers were $695 thousand and $280 thousand, respectively. When we receive consideration from a customer prior to providing services to the customer under the terms of the customer contracts, we record deferred revenue on our condensed consolidated balance sheet, which represents a contract liability. At March 31, 2026 and December 31, 2025, the balance of deferred revenue was and $89 thousand, respectively. The full deferred revenue balance as of December 31, 2025 was recognized during the three months ended March 31, 2026. We anticipate that we will satisfy all of our performance obligations associated with our contract liabilities within a year.
We also provide certain performance guarantees under contracts with customers. Customers may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. We had performance guarantee liabilities of $225 thousand and $199 thousand as of March 31, 2026 and December 31, 2025, respectively, which are included in accrued expenses on the accompanying condensed consolidated balance sheets. Significant Payment Terms
Generally, our accounts receivable are expected to be collected within 30 days. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 15-day payment term. We do 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 us is nonrefundable. Therefore, at the time revenue is recognized, we do not estimate expected refunds for services.
We use the practical expedient and do not account for significant financing components because the period between recognition and collection does not exceed one year for all of our contracts.
Timing of Performance Obligations
All of our contracts with customers obligate us 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. We have 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 we expect to be entitled in exchange for providing promised services to a customer.
To determine the transaction price of a contract, we consider our customary business practices and the terms of the contract. For the purpose of determining transaction prices, we assume that the services will be provided to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.
Our contracts with customers have fixed fee prices that are denominated per covered employee per month. We include 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, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to a significant reversal. We consider 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 primary insurer is a reasonably complex and dynamic process influenced by numerous 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 we are exposed to the possibility of higher or lower than anticipated loss cost due to real expense. Earnings (Loss) Per Share (“EPS”)
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. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As of March 31, 2026 and 2025 there were no preferred stock outstanding.
At March 31, 2026 and 2025, there were 11,312,463 and 4,559,817 common stock equivalents, respectively. For the three months ended March 31, 2026 and 2025, 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 December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. As an Emerging Growth Company, the standard is effective for fiscal years beginning after December 15, 2025. The Company adopted ASU 2023-09 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations.
In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information that disaggregates certain expense captions into specified categories in the notes to the consolidated financial statements. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. We are currently evaluating the impact the amended guidance will have on our disclosures.
In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for us for fiscal years beginning after December 15, 2025, and interim periods within those periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06 and can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-04 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) (“ASU 2025-05”) which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets. This guidance permits entities to apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. The Company adopted ASU 2025-05 as of January 1, 2026, electing the practical expedient method and it did not have a material impact on its financial position and results of operations.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website. ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. We are currently evaluating the impact of this accounting standard on our condensed consolidated financial statements. |
Capitalized Software |
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| Capitalized Software [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| CAPITALIZED SOFTWARE | NOTE 5 – CAPITALIZED SOFTWARE
Capitalized software consists of the following at:
(in thousands)
Amortization expense was $60 thousand and $107 thousand for the three months ended March 31, 2026 and 2025, respectively. |
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Loss and Loss Adjustment Expenses |
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| LOSS AND LOSS ADJUSTMENT EXPENSES | NOTE 6 – LOSS AND LOSS ADJUSTMENT EXPENSES
The following tables show changes in aggregate reserves for our loss and loss adjustment expenses:
(in thousands)
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Convertible Debentures |
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| Convertible Debentures [Abstract] | |||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES | NOTE 7 – CONVERTIBLE DEBENTURES
On April 15, 2024, we entered into a Securities Purchase Agreement (the “JGB Purchase Agreement”) with each of the Purchasers thereto (the “Purchasers”) and JGB Collateral LLC (“JGB”), a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”). Pursuant to the terms of the JGB Purchase Agreement, on April 15, 2024, we issued the Senior Secured Convertible Debentures (the “Debentures”) due on April 15, 2027 for a principal sum of $11.8 million, subject to the redemption of $5 million at our election. In accordance with the JGB Purchase Agreement, JGB purchased an aggregate of $6.8 million in principal amount of the Debentures, in exchange for $6.0 million in funding. Effective June 21, 2024, we elected not to redeem up to an aggregate of $5.0 million of the Debentures.
On December 30, 2024, we entered into amendments to the JGB Purchase Agreement (the “Amendment Agreement”) and the Debentures (each, a “Debenture Amendment” and collectively, the “Debenture Amendments”), with the Purchasers, the Agent and the other parties thereto, as applicable, to, among other things, sell Debentures up to an additional aggregate principal amount of $5.4 million, for total proceeds of $5 million (the “Additional Investment”). Pursuant to the terms of the Amendment Agreement and the Debenture Amendments, $2.0 million of the Additional Investment was delivered to us at closing, and the remaining $3.0 million of the Additional Investment was held in escrow pending satisfaction of certain terms and conditions specified in the Amendment Agreement and the Debenture Amendments. On January 17, 2025, we received proceeds of $3.0 million from the Additional Investment that had been held in escrow pending satisfaction of certain terms and conditions specified in the Amendment Agreement and the Debenture Amendments.
Pursuant to the Debenture Amendments, the Debentures bear interest at an annual rate of 14%, require monthly principal payments of $250 thousand beginning in January 2025, and have a maturity date of April 15, 2027. The first $6.8 million is convertible, in whole or in part, at any time after their issuance date at the option of the Purchasers, into shares of our common stock at a conversion price equal to $3.00 per share (the “Conversion Price”), subject to adjustment as set forth in the Debentures. The Conversion Price of the Debentures is subject to anti-dilution protection upon subsequent equity issuances, subject to certain exceptions, provided that the Conversion Price shall not be adjusted to a price less than $2.23 per share, the closing price of our common stock on the Trading Market on the day immediately preceding the Closing Date. The Additional Investment is not subject to any conversion features. The obligations as disclosed above were unchanged. On May 13, 2026, we renegotiated the payment terms of the Debentures. See Note 17.
Our obligations under the Debentures may be accelerated, at the Purchasers’ election or upon the occurrence of certain customary events of default. The Debentures contain customary representations, warranties and covenants including among other things and subject to certain exceptions, covenants that restrict us from incurring additional indebtedness, creating or permitting liens on assets, amending our charter documents and bylaws, repurchasing or otherwise acquiring more than a de minimis number of our common stock or equivalents thereof, repaying outstanding indebtedness, paying dividends or distributions, assigning or selling certain assets, making or holding any investments, and entering into transactions with affiliates.
As of March 31, 2026, the net carrying amount of the Debentures is $8.3 million, of which $1.7 million is short-term. The loan has unamortized debt premium and issuance costs of $169 thousand and $131 thousand, respectively. The estimated fair value (Level 3) of the convertible debt instrument was $8.3 million as of March 31, 2026. During 2026, we made total principal payments of $500 thousand, while the interest of $298 thousand was paid as it was incurred. As of March 31, 2026, the Company had not made the scheduled March 2026 principal payment due under the Debenture and on May 13, 2026, we renegotiated the payment terms of the Debentures. See Note 17.
Our future loan payments, which are presented as current portion of convertible debentures, net and convertible debentures, net of current portion on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
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Other Liabilities |
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| OTHER LIABILITIES | NOTE 8 – OTHER LIABILITIES
Other liabilities consisted of the following:
(in thousands)
As of March 31, 2026, we had $19.9 million in outstanding liabilities due to AXA S.A., a French société anonyme (“AXA”) in connection with our acquisition of Maestro Health on November 1, 2022. The liability is due to AXA by December 31, 2028. Included in the balance is accrued interest of $5.7 million and $5.2 million as of March 31, 2026 and December 31, 2025, respectively.
Our future payments to AXA, which are included in other short-term liabilities and other long-term liabilities on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
(in thousands)
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Revenue |
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| REVENUE | NOTE 9 – REVENUE
Disaggregation of Revenue
The following tables illustrate the disaggregation of revenue by similar services:
For the three months ended:
(in thousands)
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Share-Based Compensation |
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| SHARE-BASED COMPENSATION | NOTE 10 – SHARE-BASED COMPENSATION
Global Stock Incentive Plan
On May 31, 2023, our shareholders approved our board of directors (the “Board”) proposal to increase our 2020 Global Incentive Plan (the “2020 Plan”) by an additional 500,000 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 2020 Plan to 2,450,855.
Under the terms of the 2020 Plan, on the grant date, the Board 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.
On May 6, 2024, our shareholders approved our 2024 Global Incentive Plan (the “2024 Plan”) with 2,227,910 shares of common stock initially issuable under the 2024 Plan.
Under the terms of the 2024 Plan, on the grant date, the Board 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
There were no options granted for the three months ended March 31, 2026 and 2025.
The following table summarizes the stock option activity for the three months ended March 31, 2026:
(in thousands except share and per share data)
The following table summarizes our non-vested stock options:
For the three months ended March 31, 2026 and 2025, we recognized $18 thousand and $46 thousand of stock compensation expense relating to stock options, respectively. As of March 31, 2026, there was $65 thousand 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 1.3 years.
Restricted Stock Units
On January 28, 2025, the compensation committee of the Board granted a director restricted stock unit (“RSU”) award pursuant to which the holder has the right to receive an aggregate of 600,000 shares of our common stock in connection with the holder being a personal guarantor on new financing. These awards were granted outside of a company global stock incentive plan and vest as follows: 200,000 RSUs vested upon grant, and 400,000 RSUs vest on the first and second-year anniversaries of the date of grant.
On March 7, 2025, the compensation committee of the Board granted various employees RSU awards, under which the holders have the right to receive an aggregate of 82,000 shares of our common stock. These awards vested on the date of grant.
On February 2, 2026, the compensation committee of the board of directors granted certain employees RSU awards, under which the holder has the right to receive an aggregate of 70,000 shares of common stock. These awards will vest over the next 2 years.
On February 2, 2026, the Company issued 31,746 shares of common stock to a vendor in consideration for services rendered.
On March 5, 2026, the Company granted an RSU award to a board member under which the holder has the right to receive an aggregate of 300,000 shares of common stock for services related to the strategic transaction initiative.
On March 13, 2026, the compensation committee of the board of directors granted various employees inducement RSU awards, under which the holders have the right to receive an aggregate of 424,799 shares of common stock. These awards vested on the date of grant. These RSU awards were issued to settle 2025 bonuses to employees and accordingly the Company recorded $211 thousand of expense during the year ended December 31, 2025.
On March 13, 2026, the Company issued 6,345 shares of common stock to a vendor in consideration for services rendered.
The following table summarizes the restricted stock units activity for the three months ended March 31, 2026:
For the three months ended March 31, 2026 and 2025, the Company recognized $220 thousand and $528 thousand of stock compensation expense relating to RSUs, respectively. As of March 31, 2026, there was $359 thousand of unrecognized compensation expense remaining related to unvested time-vested RSUs. That cost is expected to be recognized over a weighted-average period of approximately 0.5 years. |
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Warrants |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| WARRANTS | NOTE 11 – WARRANTS
We have issued warrants as part of equity offerings and severance packages.
The table below summarizes our warrant activities:
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Segment Information |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Segment Information [Abstract] | |
| SEGMENT INFORMATION | NOTE 12 – SEGMENT INFORMATION
Research and development activities are conducted through our 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 reporting date. All of our revenues are derived from customers located in the United States.
All of our long-lived assets including capitalized software, and operating lease right of use assets are located in the United States.
The Company operates as one operating segment. Our consolidated results represent the results of our one operating segment based on how our Chief Operating Decision Maker (“CODM”), our , views the business for purposes of evaluating financial performance, allocating resources, and making overall operating decisions.
The CODM reviews financial information on a consolidated basis and uses the segment performance measure of consolidated net loss to measure segment profit or loss. The accounting policies of our single reportable segment are the same as those for the consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the consolidated statement of operations. Likewise, the measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM does not regularly review asset information and therefore, we do not report asset information beyond what is presented in the consolidated balance sheets. |
Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 13 – RELATED PARTY TRANSACTIONS
On February 12, 2026, the Company issued a promissory note (“Note 1”) in the principal amount of $410 thousand to the Company’s Chief Executive Officer (the “Holder”). Note 1 accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until Note 1 is repaid in full. Note 1 may be prepaid by the Company, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under Note 1 are payable by April 11, 2026 to the Holder, or its successors and assigns. The proceeds of Note 1 will be used by the Company for general working capital purposes. On April 29, 2026, we entered into an amendment agreement with the Holder pursuant to which the maturity date of Note 1 was extended to September 1, 2026.
On March 9, 2026, the Company issued a promissory note (“Note 2”) in the principal amount of $250 thousand to the Company’s Chief Executive Officer. Note 2 accrues interest at a rate of 12.0% per annum (or the maximum amount of interest allowed under the laws of the State of New York, whichever is less) until Note 2 is repaid in full. Note 2 may be prepaid by the Company, in whole or in part, together with all interest then accrued and any other sums then due and payable to the Holder, at any time, without premium or penalty. All payments of outstanding principal, interest and all other amounts due under Note 2 are payable by May 10, 2026 to the Holder, or its successors and assigns. The proceeds of Note 2 will be used by the Company for general working capital purposes. On April 29, 2026, we entered into an amendment agreement with the Holder pursuant to which the maturity date of Note 2 was extended to September 1, 2026.
In connection with Note 1 and Note 2, accrued interest of $8 thousand is included within due to related party within the accompanying condensed consolidated balance sheets. |
Accrued Expenses |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED EXPENSES | NOTE 14 – ACCRUED EXPENSES
Accrued expenses consisted of the following:
(in thousands)
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Income Taxes |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Income Taxes [Abstract] | |
| INCOME TAXES | NOTE 15 – INCOME TAXES
The effective tax rate was 0% for the three months ended March 31, 2026 and 2025, due primarily to the full valuation allowance on deferred tax assets and other discrete items.
At December 31, 2025, we had federal and state net operating losses (“NOLs”) in the amount of approximately $71.0 million and $57.4 million. While the federal NOLs carryforward indefinitely, the Tax Cuts & Jobs Act of 2017 limits the amount of federal net operating loss utilized each year after December 31, 2020 to 80% of taxable income. The state NOLs begin to expire in 2031. 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. We must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent that we believe 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.
At March 31, 2026 and 2025, there were $0 unrecognized tax benefits that if recognized would affect the annual effective tax rate.
We and our subsidiaries’ income tax returns since 2022 remain subject to examination by tax jurisdictions.
In July 2025, the President of the United States signed into law budget reconciliation bill H.R.1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) introducing tax reform measures that included changes to tax deductions for businesses, international tax rules, and foreign tax credit limitations that become effective in 2025 and 2026. As of enactment, these changes did not materially affect our deferred tax assets and liabilities or related valuation allowances. The impact on our income tax expense, effective income tax rate and cash tax payments for the year ended December 31, 2025 was not material. We will continue to evaluate the full impact of the legislation as additional guidance becomes available. |
Litigation and Loss Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Litigation and Loss Contingencies [Abstract] | |
| LITIGATION AND LOSS CONTINGENCIES | NOTE 16 – LITIGATION AND LOSS CONTINGENCIES
From time to time, we may be subject to other legal proceedings, claims, investigations, and government inquiries (collectively, legal proceedings) in the ordinary course of business. We may receive claims from third parties asserting, among other things, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights.
On January 30, 2025, the Company was served with a civil complaint by Messer Financial Group Inc. (“Messer”), a sublessee of the Company’s previously rented office space in Charlotte, NC, for breach of contract. On July 28, 2025, the Company and the plaintiff conducted a mediation session, which was unsuccessful in resolving the dispute. On September 22, 2025, the plaintiff commenced discovery proceedings in the litigation, and in September 2025, the Company was informed that the plaintiff’s expert indicated estimated damages in excess of $5 million. On February 5, 2026, the Company agreed to a settlement agreement with Messer Financial Group Inc. pursuant to the settlement agreement, the Company is required to pay (i) a one-time lump sum of $10 thousand cash consideration; (ii) issue restricted shares of common stock (“RSU”) of Marpai in an amount valued at $25 thousand as consideration for Messer’s attorney’s fees; and (iii) 400,000 RSUs in installments issuable as follows: (a) 100,000 restricted shares of common stock within thirty (30) days of the Effective Date; (b) 100,000 restricted shares of common stock by July 1, 2026; (c) 100,000 restricted shares of common stock by January 1, 2027; and (d) 100,000 restricted shares of common stock by July 1, 2027. On January 3, 2028, if the Total Value (defined below) of the Stock Consideration is less than $1.0 million, Marpai will (A) pay Messer an additional $250 thousandin cash, or (B) issue Messer $250 thousand in restricted shares of common stock of Marpai (MRAI), valued in the same manner as Total Value. Total Value shall be determined by averaging Marpai’s closing stock price on (A) the payment due date, (B) 45 days prior to the payment due date, and (C) 90 days prior to the payment due date.
After Messer received the Cash Consideration, Messer voluntarily dismissed the Lawsuit in its entirety as to all Defendants with prejudice. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS
The Company evaluated subsequent events from March 31, 2026, the date of these condensed consolidated financial statements, through May 15, 2026, the issuance date of these condensed consolidated financial statements for events requiring recognition or disclosure in the condensed consolidated financial statements.
On May 13, 2026, we entered into a second amendment agreement (the “Second Amendment Agreement”) to the JGB Purchase Agreement with each of the Purchasers and the Agent. The Second Amendment Agreement, among other things, extended the maturity date of the Debentures issued pursuant to the JGB Purchase Agreement by one year to April 15, 2028, revised the amortization schedule set forth in the Debentures and provided for certain restructuring and exit payments. In connection with the Second Amendment Agreement, Mr. Lamendola granted a second lien mortgage on certain personal real property as additional collateral for the obligations under the Debentures. |
Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
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| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ (3,183) | $ (3,069) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Summary of Significant Accounting Policies [Abstract] | |
| Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses reported in those condensed consolidated financial statements. Descriptions of our significant accounting policies are discussed in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. 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. |
| Concentrations of Credit Risk | Concentrations of Credit Risk For the three month periods ended March 31, 2026 and March 31, 2025, we had no single customer that accounted for more than 10% of total revenue. At March 31, 2026, one customer accounted for 10.1% of accounts receivable. At December 31, 2025, two customers accounted for 19.5% and 19.1% of accounts receivable, respectively. |
| Restricted Cash | Restricted Cash Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash in a money market account as required by a credit card company for collateral, and a certificate of deposit (“CD”) held for collateral for a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for us. 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 We comply with the guidance of Accounting Standards Codification (“ASC”) Topic 350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for our internally developed system projects that it utilizes to provide our services to customers. These system projects generally relate to our software 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, we capitalize 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. |
| Revenue Recognition | Revenue Recognition Third Party Administrator Revenue Revenue is recognized when control of the promised services is transferred to our customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As we complete our performance obligations, we have an unconditional right to consideration, as outlined in our contracts. Contract Balances At March 31, 2026 and December 31, 2025, the balances of our accounts receivable from contracts with customers, net of related allowances for credit losses, were $738 thousand and $697 thousand, respectively, and the balance of our unbilled receivables from contracts with customers were $695 thousand and $280 thousand, respectively. When we receive consideration from a customer prior to providing services to the customer under the terms of the customer contracts, we record deferred revenue on our condensed consolidated balance sheet, which represents a contract liability. At March 31, 2026 and December 31, 2025, the balance of deferred revenue was and $89 thousand, respectively. The full deferred revenue balance as of December 31, 2025 was recognized during the three months ended March 31, 2026. We anticipate that we will satisfy all of our performance obligations associated with our contract liabilities within a year. We also provide certain performance guarantees under contracts with customers. Customers may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. We had performance guarantee liabilities of $225 thousand and $199 thousand as of March 31, 2026 and December 31, 2025, respectively, which are included in accrued expenses on the accompanying condensed consolidated balance sheets. Significant Payment Terms Generally, our accounts receivable are expected to be collected within 30 days. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 15-day payment term. We do 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 us is nonrefundable. Therefore, at the time revenue is recognized, we do not estimate expected refunds for services. We use the practical expedient and do not account for significant financing components because the period between recognition and collection does not exceed one year for all of our contracts. Timing of Performance Obligations All of our contracts with customers obligate us 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. We have 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 we expect to be entitled in exchange for providing promised services to a customer. To determine the transaction price of a contract, we consider our customary business practices and the terms of the contract. For the purpose of determining transaction prices, we assume that the services will be provided to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified. Our contracts with customers have fixed fee prices that are denominated per covered employee per month. We include 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, we rely on our experience and other evidence that supports our qualitative assessment of whether revenue would be subject to a significant reversal. We consider 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 | Loss and Loss Adjustment Expenses The establishment of loss reserves by the primary insurer is a reasonably complex and dynamic process influenced by numerous 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 we are exposed to the possibility of higher or lower than anticipated loss cost due to real expense. |
| Earnings (Loss) Per Share (“EPS”) | Earnings (Loss) Per Share (“EPS”) 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. All securities that meet the definition of a participating security, irrespective of whether the securities are convertible, nonconvertible, or potential common stock securities, shall be included in the computation of basic EPS using the two-class method. However, when the different classes of units have identical rights and privileges except voting rights, whereby they share equally in dividends and residual net assets on a per unit basis, the classes can be combined and presented as one class for EPS purposes. As of March 31, 2026 and 2025 there were no preferred stock outstanding. At March 31, 2026 and 2025, there were 11,312,463 and 4,559,817 common stock equivalents, respectively. For the three months ended March 31, 2026 and 2025, 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 December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. As an Emerging Growth Company, the standard is effective for fiscal years beginning after December 15, 2025. The Company adopted ASU 2023-09 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations. In November 2024, the FASB issued ASU 2024-03, “Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires public entities to disclose additional information that disaggregates certain expense captions into specified categories in the notes to the consolidated financial statements. The new standard is effective for fiscal years beginning after December 15, 2026, and interim periods after December 15, 2027, with early adoption permitted. The disclosure updates are required to be applied prospectively with the option for retrospective application. We are currently evaluating the impact the amended guidance will have on our disclosures. In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. The requirements of ASU 2024-04 are effective for us for fiscal years beginning after December 15, 2025, and interim periods within those periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06 and can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-04 as of January 1, 2026, on a prospective basis and it did not have an impact on its financial position and results of operations. In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326) (“ASU 2025-05”) which provides optional guidance relating to the estimation of expected credit losses on current accounts receivable and current contract assets. This guidance permits entities to apply a practical expedient when estimating credit losses that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted, and should be applied prospectively. The Company adopted ASU 2025-05 as of January 1, 2026, electing the practical expedient method and it did not have a material impact on its financial position and results of operations. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), to modernize the accounting guidance for the costs to develop software for internal use. The standard applies to costs incurred to develop or obtain software for internal use. ASU 2025-06 amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. Under the new standard, entities will commence capitalizing eligible costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The new standard also supersedes the guidance related to costs incurred to develop a website. ASU 2025-06 guidance is effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The guidance can be applied on a prospective basis, a modified basis for in-process projects or on a retrospective basis. We are currently evaluating the impact of this accounting standard on our condensed consolidated financial statements. |
Capitalized Software (Tables) |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Capitalized Software [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Capitalized Software | Capitalized software consists of the following at:
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Loss and Loss Adjustment Expenses (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss and Loss Adjustment Expenses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Changes in Aggregate Reserves for our Loss and Loss Adjustment Expenses | The following tables show changes in aggregate reserves for our loss and loss adjustment expenses:
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Convertible Debentures (Tables) |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||
| Convertible Debentures [Abstract] | |||||||||||||||||||||||||||||||
| Schedule of Current Portion of Convertible Debenture | Our future loan payments, which are presented as current portion of convertible debentures, net and convertible debentures, net of current portion on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
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Other Liabilities (Tables) |
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Mar. 31, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Other Liabilities | Other liabilities consisted of the following:
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| Schedule of Short-Term Liabilities and Other Long-Term Liabilities | Our future payments to AXA, which are included in other short-term liabilities and other long-term liabilities on our accompanying unaudited condensed consolidated balance sheet as of March 31, 2026, are as follows:
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Revenue (Tables) |
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||
| Revenue [Abstract] | |||||||||||||||||||||||||||||||||||||
| Schedule of Disaggregation of Revenue | The following tables illustrate the disaggregation of revenue by similar services:
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Share-Based Compensation (Tables) |
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| Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2026:
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| Schedule of Non-Vested Stock Options | The following table summarizes our non-vested stock options:
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| Schedule of Restricted Stock Units Activity | The following table summarizes the restricted stock units activity for the three months ended March 31, 2026:
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Warrants (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Warrant Activities | The table below summarizes our warrant activities:
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Accrued Expenses (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued Expenses [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accrued Expenses | Accrued expenses consisted of the following:
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Liquidity and Going Concern (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Liquidity and Going Concern [Line Items] | |||
| Accumulated deficit | $ (118,577) | $ (115,394) | |
| Working capital | 16,700 | ||
| Short term debt | 10,300 | ||
| Long term debt | 19,876 | $ 19,401 | |
| Unrestricted cash | 201 | ||
| Net loss | (3,183) | $ (3,069) | |
| Cash flows from operations | $ (477) | ||
| Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
| Long-Term Debt [Member] | |||
| Liquidity and Going Concern [Line Items] | |||
| Long term debt | $ 18,600 | ||
| Class A common stock [Member] | |||
| Liquidity and Going Concern [Line Items] | |||
| Common stock par value (in Dollars per share) | $ 0.0001 | ||
Capitalized Software (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Capitalized Software [Line Items] | ||
| Amortization expense | $ 60 | $ 107 |
Capitalized Software - Schedule of Capitalized Software (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Capitalized Software [Abstract] | ||
| Capitalized software | $ 3,836 | $ 3,836 |
| Accumulated amortization | (3,836) | (3,776) |
| Capitalized software, net | $ 60 |
Loss and Loss Adjustment Expenses - Schedule of Changes in Aggregate Reserves for our Loss and Loss Adjustment Expenses (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Schedule of Changes in Aggregate Reserves for our Loss and Loss Adjustment Expenses [Abstract] | ||
| Net reserves at January 1, | $ 201 | |
| Incurred loss and loss adjustment expenses | ||
| Provisions for insured events of the current year | ||
| Change in provision for insured events of prior year | (161) | |
| Total incurred loss and loss adjustment expense | (161) | |
| Payments | ||
| Loss and loss adjustment expenses attributable to insured events of the current year | ||
| Loss and loss adjustment expenses attributable to insured events of the prior year | 12 | |
| Total payments | 12 | |
| Net reserves at March 31, | $ 28 | |
Convertible Debentures - Schedule of Current Portion of Convertible Debenture (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Current Portion of Convertible Debenture [Abstract] | ||
| Convertible debenture principal | $ 8,286 | |
| Unamortized debt premium and issuance costs | 38 | |
| Outstanding balance, net | 8,324 | |
| Less: current portion | (1,668) | $ (3,037) |
| Long-term portion | $ 6,656 | $ 5,795 |
Other Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Other Liabilities [Line Items] | ||
| Outstanding liabilities | $ 8,000 | $ 8,000 |
| Accrued interest offset | 5,700 | $ 5,200 |
| AXA [Member] | ||
| Other Liabilities [Line Items] | ||
| Outstanding liabilities | $ 19,900 |
Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Other Liabilities [Abstract] | ||
| Due to AXA (current and long-term) | $ 19,876 | $ 19,401 |
| Sublease security deposit | 24 | 49 |
| Other liabilities | $ 19,900 | $ 19,450 |
Other Liabilities - Schedule of Short-Term Liabilities and Other Long-Term Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Short-Term Liabilities and Other Long-Term Liabilities [Abstract] | ||
| Outstanding balance | $ 19,876 | $ 19,401 |
| Less: current portion | (8,000) | |
| Long-term portion | $ 11,876 |
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| Schedule of Disaggregation of Revenue [Line Items] | ||
| Revenue | $ 4,444 | $ 5,418 |
| TPA services [Member] | ||
| Schedule of Disaggregation of Revenue [Line Items] | ||
| Revenue | 4,444 | 5,425 |
| Captive insurance [Member] | ||
| Schedule of Disaggregation of Revenue [Line Items] | ||
| Revenue | $ (7) | |
Share-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) |
3 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Mar. 31, 2026 |
|
| Schedule of Stock Option Activity [Abstract] | ||
| Number of Options, Granted | ||
| Weighted Average Exercise Price, Granted | ||
| Number of Options, Forfeited/Cancelled | (3,750) | |
| Weighted Average Exercise Price, Forfeited/Cancelled | $ 1.86 | |
| Number of Options, Exercised | ||
| Weighted Average Exercise Price, Exercised | ||
| Number of Options, Ending Balance | 738,500 | 734,750 |
| Weighted Average Exercise Price, Ending Balance | $ 2.07 | $ 2.07 |
| Weighted Average Remaining Contractual Term, Ending Balance | 5 years 4 months 9 days | 5 years 7 months 28 days |
| Aggregate Intrinsic Value, Ending Balance | ||
| Number of Options, Exercisable | 693,838 | |
| Weighted Average Exercise Price, Exercisable | $ 2.08 | |
| Weighted Average Remaining Contractual Term, Exercisable | 5 years 5 months 15 days | |
| Aggregate Intrinsic Value, Exercisable |
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted stock units [Member] - $ / shares |
3 Months Ended | ||
|---|---|---|---|
Mar. 05, 2026 |
Jan. 28, 2025 |
Mar. 31, 2026 |
|
| Schedule of Restricted Stock Units Activity [Line Items] | |||
| Outstanding, Beginning Balance (in Shares) | 1,620,500 | ||
| Weighted-Average Grant Date Fair Value Per Share, Beginning Balance | $ 1.6 | ||
| Restricted Stock Units, Granted | 300,000 | 200,000 | 832,890 |
| Weighted-Average Grant Date Fair Value Per Share, Granted | $ 0.5 | ||
| Restricted Stock Units, Forfeited/cancelled | (400,000) | ||
| Weighted-Average Grant Date Fair Value Per Share, Forfeited/cancelled | $ 1.31 | ||
| Restricted Stock Units, Vested | (400,000) | (1,115,390) | |
| Weighted-Average Grant Date Fair Value Per Share, Vested | $ 1.03 | ||
| Outstanding, Ending Balance (in Shares) | 938,000 | ||
| Weighted-Average Grant Date Fair Value Per Share, Ending Balance | $ 1.13 |
Segment Information (Details) |
3 Months Ended |
|---|---|
|
Mar. 31, 2026
segment
| |
| Segment Information [Abstract] | |
| Number of operating segments | 1 |
| CODM description | Our consolidated results represent the results of our one operating segment based on how our Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, views the business for purposes of evaluating financial performance, allocating resources, and making overall operating decisions. |
| Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] | Chief Executive Officer |
Related Party Transactions (Details) - USD ($) $ in Thousands |
Mar. 09, 2026 |
Feb. 12, 2026 |
|---|---|---|
| Related Party Transactions [Abstract] | ||
| Principal amount | $ 250 | $ 410 |
| Percentage of interest rate | 12.00% | 12.00% |
| Accured interest | $ 8 |
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Schedule of Accrued Expenses [Abstract] | ||
| Accrued payables | $ 823 | $ 671 |
| Employee compensation | 740 | 548 |
| Performance guarantee liabilities | 225 | 199 |
| Accrued bonuses | 70 | 232 |
| Settlement liability | 403 | 465 |
| Accrued expenses | $ 2,261 | $ 2,115 |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | ||
|---|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2020 |
Dec. 31, 2025 |
|
| Income Taxes [Line Items] | ||||
| Income tax benefit at federal statutory rate | 0.00% | 0.00% | ||
| Net operating loss percentage | 80.00% | |||
| Unrecognized tax benefits | $ 0 | $ 0 | ||
| Income Tax Jurisdiction, Domestic Federal [Member] | ||||
| Income Taxes [Line Items] | ||||
| Net operating losses | 71,000 | |||
| Income Tax Jurisdiction, Domestic State and Local [Member] | ||||
| Income Taxes [Line Items] | ||||
| Net operating losses | $ 57,400 | |||
Litigation and Loss Contingencies (Details) - Settlement Agreement [Member] - USD ($) $ in Thousands |
Jan. 03, 2028 |
Jul. 01, 2027 |
Jan. 01, 2027 |
Jul. 01, 2026 |
Feb. 05, 2026 |
Sep. 22, 2025 |
|---|---|---|---|---|---|---|
| Litigation and Loss Contingencies [Line Items] | ||||||
| Plaintiff’s estimated damages | $ 5,000 | |||||
| Cash | $ 10 | |||||
| Restricted shares amount | $ 25 | |||||
| Restricted shares (in Shares) | 100,000 | |||||
| Forecast [Member] | ||||||
| Litigation and Loss Contingencies [Line Items] | ||||||
| Restricted shares (in Shares) | 100,000 | 100,000 | 100,000 | |||
| Stock consideration | $ 1,000 | |||||
| Restricted Stock Units (RSUs) [Member] | ||||||
| Litigation and Loss Contingencies [Line Items] | ||||||
| Restricted shares (in Shares) | 400,000 | |||||
| Common Stock [Member] | Forecast [Member] | ||||||
| Litigation and Loss Contingencies [Line Items] | ||||||
| Cash | 250 | |||||
| Restricted shares amount | $ 250 |