The proxy reveals a micro-cap sustained entirely by insider financing from the CEO's affiliated entity (HillCour) and insider loans. The departure of two presidents in under two years and the CEO's $1 salary with massive stock grants suggest a founder-led entity with minimal independent oversight. Monitor for any going-concern language in the next 10-K and for further insider-led capital raises, as the company's cash runway absent related-party support is unclear.
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Executive Summary
Marpai, Inc. filed its definitive proxy statement for the 2026 annual meeting, proposing the election of five directors (excluding Sagiv Shiv who declined re-nomination) and ratification of UHY LLP as auditor. The filing reveals a deeply distressed micro-cap: CEO Damien Lamendola received $1.2M in stock-based compensation in 2025 (up from $362K in 2024) despite a net loss of $13.6M and a negative total shareholder return. The company has relied heavily on related-party private placements from HillCour (controlled by the CEO) and insider loans to fund operations, with CEO promissory notes totaling $660K in early 2026 that were later repaid. Director and executive officer group owns 46.9% of shares, and the company is not listed on a national securities exchange.
Key Facts
- CEO Damien Lamendola received $1,206,000 in total compensation for FY2025, entirely in stock awards, up from $362,000 in FY2024.
- Net loss improved to $13.6M in FY2025 from $22.1M in FY2024, but the company remains deeply unprofitable.
- Cumulative total shareholder return (TSR) was $18.96 on a $100 investment over two years, down from $24.64 at end of FY2024.
- Director Sagiv Shiv is not standing for re-election; the board will shrink from six to five members.
- The company issued $660,000 in promissory notes to CEO Damien Lamendola in Feb-Mar 2026, which were fully repaid by June 22, 2026.
- HillCour (controlled by CEO Lamendola) participated in multiple private placements in 2024-2025, purchasing shares at prices from $0.481 to $1.36 per share.
- Directors and executive officers as a group beneficially own 46.9% of outstanding common stock.
- Audit fees for FY2025 were $441,000, down from $538,000 in FY2024.
- The company is not currently listed on a national securities exchange.
- Two presidents/COOs (John Powers and Dallas Scrip) resigned in 2025-2026, with Scrip serving only ~8 months.
Financial Impact
CEO compensation of $1.2M in stock awards against a $13.6M net loss; related-party financings of undisclosed aggregate amount; $660K in CEO promissory notes repaid in 2026
Risk Factors
- Going-concern risk: sustained net losses ($13.6M in FY2025) and reliance on related-party financing from HillCour/CEO
- Governance risk: CEO controls 32.5% of shares via HillCour entities; board has high insider representation
- Compensation misalignment: CEO received $1.2M in stock awards despite negative TSR and $13.6M net loss
- Key person risk: two presidents resigned within 8 months; CEO is 71 years old
- Liquidity risk: company is not listed on a national securities exchange, limiting access to public equity markets
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-112160 |
| Document: 0001213900-26-112160-index-headers.html | 0001213900-26-112160 |
| Document: 0001213900-26-112160-index.html | 0001213900-26-112160 |
| Document: 0001213900-26-112160.txt | 0001213900-26-112160 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | DEF 14A | $3.11 $3.09 | ▲ +0.64% | ▲ +1.15% | $3.04 (+2.32%) |
Jul 31, 2026 12w ago | 8-K | $2.15 $2.20 | ▼ −2.33% | ▼ −0.52% | $3.04 (−41.30%) |
Jul 20, 2026 14w ago | 8-K | $1.70 $1.87 | ▲ +10.00% | ▲ +10.12% | $3.04 (+78.71%) |
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