subslover
3月前
Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2024, Marpai Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with four investors, including Yaron Eitan, the Company’s Chairman, Steve Johnson, the Company’s Chief Financial Officer and John Powers, the Company’s President and Chief Operating Officer, pursuant to which the Company agreed to issue and sell an aggregate of 621,194 shares of its Class A common stock (the “Common Stock”) (of which Mr. Eitan purchased 110,619 shares of Common Stock, Mr. Johnson purchased 5,000 shares of Common Stock and Mr. Powers purchased 10,000 shares of Common Stock) in a private placement, at a purchase price of $1.13 per share.
The securities issued in the offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
subslover
3月前
Turnaround continues to gain traction
TAMPA, Fla., Nov. 11, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (OTCQX: MRAI), a technology platform company, which operates as a national Third-Party Administrator (TPA) through its subsidiaries and is transforming the $22 billion TPA market by offering affordable, intelligent, healthcare solutions to self-funded employer health plans, announced financial results for the third quarter of 2024. The Company expects to hold a webcast to discuss the results on November 12, 2024.
Q3 2024 Financial Highlights:
Net revenues were approximately $7.0 million for the three months ended September 30, 2024, down $1.7 million, or 20% lower year over year, compared to the three months ended September 30, 2023.
Operating expenses were $10.1 million for the three months ended September 30, 2024, down $5.7 million, or 36% lower year over year compared to the three months ended September 30, 2023.
Operating loss was $3.1 million for the three months ended September 30, 2024, lower by $4.0 million, or 57% lower year over year compared to the three months ended September 30, 2023.
Net loss was $3.6 million for the three months ended September 30, 2024, lower by $3.7 million, or 51% lower year over year compared to the three months ended September 30, 2023.
Basic and diluted earnings per share were ($0.30) for the three months ended September 30, 2024, up $0.68 per share year over year compared to the three months ended September 30, 2023.
"As you can see from our highlights, we continue to make strong progress with our turnaround efforts. Our goal remains profitability and positive cash flow," said Damien Lamendola, Chief Executive Officer of Marpai. "We have some exciting developments that we will be announcing in the fourth quarter."
subslover
10月前
MARPAI INC. ANNOUNCES COST REDUCTION PROGRAM AND PROPERTY SUBLEASE
TAMPA, Fla., May 2, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration (TPA) company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced the implementation of a comprehensive cost reduction program and the sublease of one of its properties. These initiatives are expected to generate $3 million in annual savings and position the Company for continued financial strength.
The cost reduction program, meticulously developed by Marpai's leadership team, identifies and implements strategic measures to streamline operations and optimize expenditures. This program is anticipated to yield approximately $3 million in annual savings across various areas of the business.
"We are committed to operational excellence and maximizing shareholder value," said Damien Lamendola, CEO of Marpai Inc. "This cost reduction program demonstrates our proactive approach to financial stewardship. By implementing these measures, we expect to enhance our path to profitability while maintaining the high level of service our clients and members expect."
In addition to the cost reduction program, Marpai has successfully subleased one of its properties. This strategic move frees up capital and reduces ongoing operational costs associated with the property.
"The sublease agreement allows us to optimize our real estate portfolio and generate additional savings," said John Powers, Marpai's President. "We are confident that this decision will contribute positively to our long-term financial performance."
subslover
10月前
MARPAI INC. ANNOUNCES SALE OF $11.83 MILLION CONVERTIBLE NOTES
Financing Strengthens Marpai's Growth Trajectory
TAMPA, Fla., April 16, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced the sale of new three-year, $11.83 million convertible notes to funds managed by JGB Management Inc.
The loan proceeds will be used to repay Marpai's existing debt with Libertas Funding, fuel Marpai's ongoing growth initiatives and bolster working capital.
Key Highlights of the Loan Agreement:
Total Loan Amount: $11.83 million
Term: Three years
Use of Proceeds: Debt repayment, growth initiatives and working capital
Convertible Note Provision: The notes are convertible into Marpai common stock at a price of $3.00 per share. This represents a premium to the current market price of Marpai's common stock. The convertible note also provides for price protection in the event Marpai issues shares below the applicable conversion price subject to the floor of $2.23 per share.
"The proceeds from the sale of the convertible notes provides us with the financial flexibility to accelerate our growth strategy and further solidify our position as a leader in the self-funded employer health plan market," said Damien Lamendola, CEO of Marpai.
Financing Strengthens Marpai's Growth Trajectory
Marpai has experienced significant growth in recent years, driven by its innovative technology platform and commitment to delivering cost-effective, high-quality healthcare solutions to self-funded employers. The Company is well positioned to capitalize on the increasing demand for self-funded health plans, and this new financing will provide Marpai with the resources needed to continue its upward trajectory.
The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
ThinkEquity served as advisor to the company on the financing.
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA company bringing value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $22 billion TPA sector serving self-funded employer health plans representing over $1 trillion in annual claims. Marpai works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "guidance," "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions. For example, the Company is using forward looking statements when it discusses the potential for ongoing growth initiatives, the expected use of proceeds and the belief that this strategic financing demonstrates JGB Management's confidence in its innovative approach to the TPA market and its future potential. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release.
Awl416
11月前
Net revenues were $8.7 million for the three months ended December 31, 2023, an improvement of $1.1 million, or 14% higher year over year, for the three months ended December 31, 2022.
Gross profit was $3.0 million for the three months ended December 31, 2023, an improvement of $0.2 million, or 6.5% higher year over year for the three months ended December 31, 2022.
Operating expenses were $8.2 million for the three months ended December 31, 2022, an improvement of $3.6 million, or 30.6% lower year over year for the three months ended December 31, 2022.
Operating loss was $5.2 million for the three months ended December 31, 2022, an improvement of $3.8 million, or 42.3% lower year over year for the three months ended December 31, 2022.
Net loss was $5.0 million for the three months ended December 31, 2022, an improvement of $3.5 million, or 41.1% lower year over year for the three months ended December 31, 2022.
Basic and diluted earnings per share were ($0.65) an improvement of $1.00 per share year over year for the three months ended December 31, 2022.
subslover
11月前
MARPAI REPORTS FOURTH QUARTER AND FULL YEAR 2023 FINANCIAL RESULTS
Full Year Benefit of Maestro Acquisition and Q4 Corrective Actions Driving Financial Improvement
TAMPA, Fla., March 26, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration (TPA) company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent healthcare, today announced financial results for the fourth quarter and fiscal year 2023. The Company expects to hold a webcast to discuss the results on March 27, 2024.
Q4 2023 Financial Highlights:
Net revenues were $8.7 million for the three months ended December 31, 2023, an improvement of $1.1 million, or 14% higher year over year, for the three months ended December 31, 2022.
Gross profit was $3.0 million for the three months ended December 31, 2023, an improvement of $0.2 million, or 6.5% higher year over year for the three months ended December 31, 2022.
Operating expenses were $8.2 million for the three months ended December 31, 2022, an improvement of $3.6 million, or 30.6% lower year over year for the three months ended December 31, 2022.
Operating loss was $5.2 million for the three months ended December 31, 2022, an improvement of $3.8 million, or 42.3% lower year over year for the three months ended December 31, 2022.
Net loss was $5.0 million for the three months ended December 31, 2022, an improvement of $3.5 million, or 41.1% lower year over year for the three months ended December 31, 2022.
Basic and diluted earnings per share were ($0.65) an improvement of $1.00 per share year over year for the three months ended December 31, 2022.
Full Year 2023 Highlights:
Net revenues were $37.2 million for the year ended December 31, 2023, an improvement of $12.8 million, or 52.6% higher year over year compared to the year ended December 31, 2022.
Gross profit was $12.9 million for the year ended December 31, 2023, an improvement of $5.7 million, or 79.2% higher year over year compared to the year ended December 31, 2022.
Operating expenses were $40.9 million, for the year ended December 31, 2023, an increase of $6.7 million, or 19.7% higher year over year compared to the year ended December 31, 2022. The $1.3 million variance for the operating expenses and operating loss from our previously announced preliminary results was due to the reclassification of $3.0 million goodwill impairment and $1.7 million gain on sale of our non-core FSA business.
Operating loss was $28.0 million for the year ended December 31, 2023, or an increase of $1.0 million, or 3.8% higher year over year compared to the year ended December 31, 2022.
Net loss was $28.8 million for the year ended December 31, 2023, an increase of $2.3 million, or 8.6% higher, compared to the year ended December 31, 2022.
Basic and diluted earnings per share were ($4.14) for the year ended December 31, 2023, an improvement of $1.09 per share compared to the year ended December 31, 2022.
"The Company delivered on several actions identified when the new executive team joined in early November 2023," said Damien Lamendola, Chief Executive Officer of Marpai. "We are starting to gain the benefits of the Maestro Health acquisition. We remain committed to our overall vision that Marpai Saves, through operational and financial improvements, reduces costs for our clients and improves the quality of care for our members."
Webcast and Conference Call Information
Marpai expects to host a conference call and webcast on Wednesday, March 27, 2024, at 8:30 a.m. ET to answer questions about the Company's operational and financial highlights for its fourth quarter and year ended December 31, 2023.
Investors interested in listening to the conference call may do so by dialing (800)-836-8184 for domestic callers or +1-646-357-8785 for international callers, or via webcast: https://app.webinar.net/8OgAYdJmbd9
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA company bringing value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $22 billion TPA sector serving self-funded employer health plans representing over $1 trillion in annual claims. Marpai works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "guidance," "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions. For example, the Company is using forward looking statements when it discusses its financial results and that it remains committed to its overall vision that Marpai Saves, through operational and financial improvements, reduces cost for its clients and improving the quality of care for its members. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai's current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai's filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.
MARPAI, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(in thousands)
December 31, 2023
December 31, 2022
subslover
11月前
NASDAQ PANEL GRANTS MARPAI'S REQUEST FOR EXTENSION TO COMPLY WITH CONTINUED LISTING REQUIREMENTS
TAMPA, Fla., March 13, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration (TPA) company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced that it received notice from the Nasdaq Hearings Panel ("Panel") of The Nasdaq Stock Market ("Nasdaq") that it has granted the Company an extension to regain compliance with the continued listing requirements for The Nasdaq Capital Market (the "Panel Decision"), as discussed more fully below.
Subject to the Company meeting certain requirements by March 31, 2024, the Hearings Panel granted the Company an extension until May 28, 2024, to regain compliance with the Market Value of Listed Securities ("MVLS") requirement of $35,000,000 or satisfy any of the alternative requirements in Listing Rule 5550(b).
"The extension granted by the Nasdaq Hearings Panel will allow us to finish executing our plan to regain compliance with Nasdaq's minimum market value of listed securities requirement," said Damien Lamendola, CEO of Marpai. "Marpai has made significant progress on our plan to raise equity, improve operational efficiencies and drive growth through our recent customer renewals and wins."
As previously disclosed by the Company, on May 31, 2023, Nasdaq Listing Qualifications staff ("Staff") notified the Company that the market value of its listed securities ("MVLS") had been below the minimum $35,000,000 required for continued listing as set forth in Listing Rule 5550(b)(2). In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 27, 2023, to regain compliance. On November 28, 2023, the Staff notified the Company that it had determined to delist the Company as it did not comply with the MVLS requirement for listing on the Exchange. On November 29, 2023, the Company requested a hearing. A hearing on the matter was held on February 22, 2024, where the Company presented its compliance plan.
Notwithstanding the foregoing, there can be no assurance that the Company will be able to meet these deadlines or ultimately regain compliance with all applicable requirements for continued listing.
subslover
12月前
MARPAI ANNOUNCES PRELIMINARY UNAUDITED FINANCIAL RESULTS FOR FOURTH QUARTER AND FULL YEAR 2023
Full Year Impact of Maestro Acquisition and Q4 Corrective Actions Driving Improvement
TAMPA, Fla., March 6, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration (TPA) company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced unaudited preliminary financial results for the fourth quarter and fiscal year 2023. In addition, the Company expects to report its full fourth quarter and fiscal year 2023 results following the close of market on March 26, 2024. The unaudited results in this press release are preliminary and subject to the completion of accounting and annual audit procedures and are therefore subject to adjustment. The Company expects to hold a webcast to discuss the results on March 27, 2024.
Financial Highlights:
Net RevenuesFor the fourth quarter of 2023, net revenues were approximately $8.7 million, an improvement of nearly $1.1 million or approximately 14% higher from the fourth quarter of 2022.Full year 2023 net revenues were approximately $37.2 million, an improvement of nearly $12.8 million, or approximately 53% better than prior year.
Operating ExpensesFor the fourth quarter of 2023, operating expenses were approximately $6.9 million, an improvement of approximately $4.9 million or 41% lower from the fourth quarter of 2022.Full year 2023 operating expense was approximately $39.6 million, approximately 107% of net revenues down from 140% of net revenues in the prior year.
Operating LossFor the fourth quarter of 2023, operating loss was approximately $3.9 million or approximately $5.0 million better than the fourth quarter of 2022.Full Year 2023 operating loss was approximately $26.7 million, down slightly from the prior year.
Goodwill ImpairmentThe Company expects to take a $3.0 million non-cash goodwill impairment charge in the fourth quarter of 2023.
"The Company made significant progress with the execution of our previously announced short-term actions in the fourth quarter of 2024, while beginning to leverage the synergies of the Maestro acquisition," said Damien Lamendola, Chief Executive Officer of Marpai. "We remain committed to operational and financial improvements as the Company delivers on our vision of saving money for our clients and improving the quality of healthcare for our members."
The foregoing forward-looking statements reflect our expectations as of today's date. Given the number of risk factors, uncertainties and assumptions discussed below, actual results may differ materially. We do not intend to update our financial outlook until the filing of our annual report on Form 10-K.
Webcast and Conference Call Information
Marpai expects to host a conference call and webcast on Wednesday, March 27, 2024, at 8:30 a.m. ET to answer questions about the Company's operational and financial highlights for its fourth quarter and year ended December 31, 2023.
Investors interested in listening to the conference call may do so by dialing (800)-836-8184 for domestic callers or +1-646-357-8785 for international callers, or via webcast: https://app.webinar.net/8OgAYdJmbd9
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA company bringing value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $22 billion TPA sector serving self-funded employer health plans representing over $1 trillion in annual claims. Marpai works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "guidance," "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions. For example, the Company is using forward looking statements when it discusses its preliminary unaudited financial results and its commitment to operational and financial improvements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai's current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai's filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.
subslover
12月前
MARPAI ANNOUNCES "OFF-CYCLE" NEW CLIENT AGREEMENT
Marpai executes new client agreement furthering its expansion in the Southeast.
TAMPA, Fla., March 5, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration ("TPA") company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced that it has signed a three-year agreement to provide healthcare benefit services to a regional organization based in the southeast.
The agreement commenced this month, and it is expected to bring at least 20,000 households by the end of 2024.
John Powers, Marpai's President, commented, "We are very pleased to bring on a new client, especially off the normal calendar year cycle of benefit plan contracts. Marpai's custom solution and ability to move quickly to service the client, while offering significant cost savings, was crucial in Marpai winning the new business. We believe thar our vision of providing affordable healthcare and solid member experience is resonating with the market as companies continue to struggle with inflationary pressures."
subslover
1年前
MARPAI ANNOUNCES KEY FINANCIAL AGREEMENTS
Marpai executes amendment with AXA delaying payment obligations and secures $1.7 million in revenue-based financing from Libertas Funding, LLC.
NEW YORK, Feb. 8, 2024 /PRNewswire/ -- Marpai, Inc. ("Marpai" or the "Company") (Nasdaq: MRAI), an independent national Third-Party Administration company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced two key financing agreements.
The Company executed an amendment to the Maestro Purchase Agreement with AXA S.A. ("AXA"). The amendment provides an overall extension to the payment terms, significantly reduces the remaining payment in 2024 to $473,688 and delays any further payments to 2025. In addition, AXA has agreed to certain "Reduction Criteria" that would potentially reduce the overall payment obligation by $3 million once certain criteria are met, including the Company maintaining its Nasdaq (or other national securities exchange) listing. As a part of that criteria, Mr. Lamendola, as the Company's largest shareholder, has committed to investing at least $3 million in equity during 2024.
Damien Lamendola, Chief Executive Officer, commented, "We are very pleased to have the support of the team at AXA and this potentially removes a significant overhang for our business and allows the Company to push forward aggressively on our growth actions while demonstrating my continued commitment to the business."
Separately, Marpai received $1.7 million in revenue-based financing from Libertas Funding, LLC ("Libertas"). Libertas has provided access to over $2.6 billion in funding for small and medium-sized businesses since its inception in 2016. Libertas empowers businesses to grow with high-tech, high-touch access to funding that pairs best-in-class client service with top-of-line technology to ensure businesses have the capital to thrive. The Company expects to use the funds for short-term working capital needs.
"Libertas has provided Marpai with flexible capital that allows us to continue to execute our operating plan without diluting shareholders," said Steve Johnson, Chief Financial Officer.
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA company bringing value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $22 billion TPA sector serving self-funded employer health plans representing over $1 trillion in annual claims. Marpai works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release.
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