Monitor the registration statement filing (due within 60 days) and any conversion activity by preferred holders. The $1.00 conversion price creates a potential floor but also a large overhang that may cap upside. Watch for any subsequent equity offerings that could trigger most-favored-nation adjustments or participation rights.
Price Chart
Executive Summary
Marpai raised $12.1 million through a private placement of 12,100 shares of Series A Convertible Preferred Stock at $1,000 per share, led by Mitchell Family Trust II. The preferred stock carries an 8% PIK dividend, converts into common at $1.00 per share, and includes a board observer right for the lead investor. The capital infusion provides runway for growth initiatives but introduces significant potential dilution of up to ~45% of current common shares outstanding if fully converted.
Key Financial Metrics
Key Facts
- Gross proceeds of ~$12.1 million from sale of 12,100 shares of Series A Preferred Stock at $1,000 per share
- Conversion price of $1.00 per common share, subject to anti-dilution adjustments
- Up to 12,100,000 common shares issuable upon full conversion, representing ~45% dilution of current 26,871,501 shares outstanding
- 8% cumulative PIK dividend payable in common shares upon conversion or liquidation
- Lead investor Mitchell Family Trust II receives a board observer right for 2 years (contingent on holding ≥3,000 preferred shares)
- Company must file a resale registration statement within 60 days and use best efforts to have it effective within 90 days
- Use of proceeds: working capital and general corporate purposes
- Beneficial ownership limitation of 4.99% (or 9.99% at holder election) restricts immediate conversion
Financial Impact
Up to 12.1 million common shares issuable upon conversion, representing ~45% dilution of current outstanding shares. The $12.1M gross proceeds provide near-term liquidity but at the cost of significant future equity overhang.
Risk Factors
- Substantial dilution risk if preferred shares are converted into common stock
- Potential downward pressure on common stock from conversion overhang and future resales under the registration statement
- Company may require additional capital if operating cash burn continues, further diluting equity
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-084129 |
| Document: ea030013901ex3-1.htm | 0001213900-26-084129 |
| Document: ea0300139-8k_marpai.htm | 0001213900-26-084129 |
| Document: ea030013901ex10-2.htm | 0001213900-26-084129 |
| Document: ea030013901ex99-1.htm | 0001213900-26-084129 |
| Document: 0001213900-26-084129-index-headers.html | 0001213900-26-084129 |
| Document: 0001213900-26-084129-index.html | 0001213900-26-084129 |
| Document: 0001213900-26-084129.txt | 0001213900-26-084129 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | DEF 14A | $3.20 | awaiting T+20 | — | $3.11 (+2.81%) |
Jul 31, 2026 12w ago | 8-K | $2.15 $2.35 | ▼ −9.30% | ▼ −8.06% | $3.11 (−44.65%) |
Jul 20, 2026 14w ago | 8-K | $1.70 $2.23 | ▲ +31.18% | ▲ +28.61% | $3.11 (+82.94%) |
US Market Status
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