# Marpai, Inc. (MRAI) — restructuring/exchange_offer [expired]
Source: SEC API (secapi.ai) · situation sit_38257ea3363fee41991d · retrieved 2026-08-11T16:00:54.832Z

## Overview
Marpai, Inc. is a miscellaneous health and allied services company providing healthcare-related services.

Marpai, Inc. entered into securities purchase agreements on July 29, 2026 with accredited investors to sell 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share, generating approximately $12,100,000 in gross proceeds. The initial closing was expected to occur on or about July 31, 2026. Each share of Preferred Stock is convertible at the holder's option into common stock at a conversion price of $1.00, subject to beneficial ownership limitations, and automatically converts upon a qualified public offering or a 60% vote of preferred stockholders. The Preferred Stock carries an 8% cumulative dividend payable in common stock upon conversion, liquidation, or a fundamental transaction. The Mitchell Family Trust II acted as the lead investor and obtained board observer rights for two years, provided it maintains at least 3,000 shares of Preferred Stock.

## Terms
- Counterparty: Mitchell Family Trust II (lead investor) and accredited investors · Deal value: $12.1M · Consideration: cash · Price/share: $1000

## Key dates
- Expected close 2026-07-31 · Expired 2026-07-31

## Timeline
- 2026-07-31 · 8-K (0001213900-26-084129): 8-K - Marpai, Inc. — *Marpai, Inc. is a miscellaneous health and allied services company providing healthcare-related services.* Marpai, Inc. entered into securities purchase agreements on July 29, 2026 with accredited investors to sell 12,100 shares of newly designated Series A Preferred Stock at $1,000 per share, generating approximately $12,100,000 in gross proceeds. The initial closing was expected to occur on or about July 31, 2026. Each share of Preferred Stock is convertible at the holder's option into common stock at a conversion price of $1.00, subject to beneficial ownership limitations, and automatically converts upon a qualified public offering or a 60% vote of preferred stockholders. The Preferred Stock carries an 8% cumulative dividend payable in common stock upon conversion, liquidation, or a fundamental transaction. The Mitchell Family Trust II acted as the lead investor and obtained board observer rights for two years, provided it maintains at least 3,000 shares of Preferred Stock.
  https://www.sec.gov/Archives/edgar/data/1844392/0001213900-26-084129.txt

## Citations
- 0001213900-26-084129 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026084129