UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on February 13, 2026, Marpai, Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of $410,000 to Damien Lamendola, the Company’s Chief Executive Officer (the “Holder”), with an interest rate of 12% per annum and that matures on April 11, 2026.
In addition, and as previously disclosed, on March 9, 2026, the Company issued a second promissory note (the “Second Note”) in the principal amount of $250,000 to the Holder with an interest rate of 12% per annum and that matures on May 10, 2026.
On April 29, 2026, the Company entered into an Amendment Agreement (the “Amendment Agreement”) with the Holder pursuant to which the maturity date of the Note and the Second Note for the outstanding principal and interest was extended from April 11, 2026 and May 10, 2026, respectively, to September 1, 2026. All other terms and conditions of the Note and the Second Note remain unchanged.
The foregoing does not purport to be a complete description of the Amendment Agreement, and such description is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Form of Promissory Note Amendment Agreement, dated as of April 29, 2026, between the Company and Damien Lamendola. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARPAI, INC. | |||
| Date: May 1, 2026 | By: | /s/ Damien Lamendola | |
| Name: | Damien Lamendola | ||
| Title: | Chief Executive Officer | ||
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