UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30,March 31, 20232024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40904

MARPAI, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Delaware

86-1916231

(State or other jurisdiction
of incorporation)

(IRS Employer
Identification Number)

 

615 Channelside Drive, Suite 207

Tampa, Florida 33602

(Address of principal executive offices)

(646855) 303‑3483389-7330

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

 

MRAI

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b‑2 of the Exchange Act). Yes ☐ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of November 13, 2023,May 9, 2024, there were 7,810,62510,308,038 shares of the Company’s common stock, par value $0.0001 per share, outstanding.

 

 

 


 

MARPAI, INC.

TABLE OF CONTENTS

 

 

 

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

Item 1.

Unaudited Condensed Consolidated Financial Statements

1

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2017

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

2722

Item 4.

Controls and Procedures

2722

PART II. OTHER INFORMATION

 

Item 1A.

Risk Factors

22

Item 6.

Exhibits

2823

SIGNATURES

2924

 

i


 

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

 

September 30, 2023

 

 

December 31, 2022

 

 

March 31, 2024

 

 

December 31, 2023

 

 

(Unaudited)

 

 

 

 

 

(Unaudited)

 

 

 

 

ASSETS:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,018,424

 

 

$

13,764,508

 

 

$

851

 

 

$

1,147

 

Restricted cash

 

 

11,233,440

 

 

 

9,352,608

 

 

 

12,761

 

 

 

12,345

 

Accounts receivable, net of allowance for credit losses of $23,458 and $23,458

 

 

977,400

 

 

 

1,437,786

 

Accounts receivable, net of allowance for credit losses of $25 and $25

 

 

366

 

 

 

1,124

 

Unbilled receivable

 

 

594,552

 

 

 

350,393

 

 

 

727

 

 

 

768

 

Due from buyer for sale of business unit

 

 

800

 

 

 

800

 

Prepaid expenses and other current assets

 

 

961,182

 

 

 

1,601,920

 

 

 

1,000

 

 

 

901

 

Other receivables

 

 

32,251

 

 

 

30,634

 

Total current assets

 

 

16,817,249

 

 

 

26,537,849

 

 

 

16,505

 

 

 

17,085

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

662,208

 

 

 

1,506,082

 

 

 

579

 

 

 

611

 

Capitalized software, net

 

 

2,742,947

 

 

 

4,588,706

 

 

 

1,512

 

 

 

2,127

 

Operating lease right-of-use assets

 

 

2,520,453

 

 

 

3,841,810

 

 

 

2,311

 

 

 

2,373

 

Goodwill

 

 

6,035,200

 

 

 

5,837,060

 

 

 

3,018

 

 

 

3,018

 

Intangible assets, net

 

 

5,501,918

 

 

 

6,323,279

 

 

 

4,874

 

 

 

5,177

 

Security deposits

 

 

1,308,908

 

 

 

1,293,166

 

 

 

1,267

 

 

 

1,267

 

Other long-term asset

 

 

21,668

 

 

 

21,668

 

 

 

22

 

 

 

22

 

Total assets

 

$

35,610,551

 

 

$

49,949,620

 

 

$

30,088

 

 

$

31,680

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

3,101,229

 

 

$

1,457,670

 

 

$

3,824

 

 

$

4,649

 

Accrued expenses

 

 

4,659,407

 

 

 

5,274,716

 

 

 

3,076

 

 

 

2,816

 

Accrued fiduciary obligations

 

 

9,877,871

 

 

 

9,024,463

 

 

 

9,510

 

 

 

11,573

 

Deferred revenue

 

 

1,261,067

 

 

 

288,499

 

 

 

1,481

 

 

 

661

 

Current portion of operating lease liabilities

 

 

600,104

 

 

 

1,311,295

 

 

 

523

 

 

 

512

 

Other short-term liability

 

 

947,376

 

 

 

 

Due to related party

 

 

 

 

 

3,201

 

Other short-term liabilities

 

 

1,709

 

 

 

632

 

Total current liabilities

 

 

20,447,054

 

 

 

17,359,844

 

 

 

20,123

 

 

 

20,843

 

 

 

 

 

 

 

 

 

 

 

 

 

Other long-term liabilities

 

 

19,113,390

 

 

 

20,203,700

 

 

 

19,724

 

 

 

19,401

 

Operating lease liabilities, net of current portion

 

 

3,812,609

 

 

 

4,771,871

 

 

 

3,547

 

 

 

3,684

 

Deferred tax liabilities

 

 

1,479,880

 

 

 

1,479,880

 

 

 

1,190

 

 

 

1,190

 

Total liabilities

 

 

44,852,933

 

 

 

43,815,295

 

 

 

44,584

 

 

 

45,118

 

COMMITMENTS AND CONTINGENCIES

 

 

 

 

 

 

STOCKHOLDERS’(DEFICIT) EQUITY

 

 

 

 

 

 

Common stock, $0.0001 par value, 227,791,050 shares authorized; 7,810,625
and
5,319,758 issued and outstanding at September 30, 2023 and
December 31, 2022, respectively (1)

 

 

781

 

 

 

532

 

COMMITMENTS AND CONTINGENCIES (Note 16)

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Common stock, $0.0001 par value, 227,791,050 shares authorized; 10,308,038 shares
and
7,960,938 shares issued and outstanding at March 31, 2024 and
December 31, 2023, respectively (1)

 

 

1

 

 

 

1

 

Additional paid-in capital

 

 

62,475,786

 

 

 

54,127,893

 

 

 

66,595

 

 

 

63,307

 

Accumulated deficit

 

 

(71,718,949

)

 

 

(47,994,100

)

 

 

(81,092

)

 

 

(76,746

)

Total stockholders’ (deficit) equity

 

 

(9,242,382

)

 

 

6,134,325

 

Total liabilities and stockholders’ (deficit) equity

 

$

35,610,551

 

 

$

49,949,620

 

Total stockholders’ deficit

 

 

(14,496

)

 

 

(13,438

)

Total liabilities and stockholders’ deficit

 

$

30,088

 

 

$

31,680

 

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1


 

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share and per share data)

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

Three months ended March 31,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

Revenue

 

$

8,729,152

 

 

$

4,938,105

 

 

$

28,448,176

 

 

$

16,713,420

 

 

$

7,385

 

 

$

9,672

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and amortization
shown separately below)

 

 

5,691,278

 

 

 

3,625,415

 

 

 

18,529,768

 

 

 

12,323,770

 

 

 

4,871

 

 

 

6,409

 

General and administrative

 

 

4,986,185

 

 

 

2,717,905

 

 

 

15,937,675

 

 

 

7,940,014

 

 

 

3,421

 

 

 

5,226

 

Sales and marketing

 

 

1,842,018

 

 

 

1,053,814

 

 

 

5,494,446

 

 

 

4,829,718

 

 

 

602

 

 

 

2,179

 

Information technology

 

 

1,269,088

 

 

 

1,538,136

 

 

 

4,775,340

 

 

 

3,862,142

 

 

 

1,124

 

 

 

2,187

 

Research and development

 

 

267,269

 

 

 

781,750

 

 

 

1,290,910

 

 

 

2,684,014

 

 

 

7

 

 

 

500

 

Depreciation and amortization

 

 

927,391

 

 

 

842,047

 

 

 

2,973,973

 

 

 

2,443,856

 

 

 

951

 

 

 

1,044

 

Loss on disposal of assets

 

 

6,604

 

 

 

 

 

 

350,192

 

 

 

60,471

 

Facilities

 

 

767,602

 

 

 

193,494

 

 

 

1,917,626

 

 

 

586,430

 

 

 

474

 

 

 

650

 

Total costs and expenses

 

 

15,757,435

 

 

 

10,752,561

 

 

 

51,269,930

 

 

 

34,730,415

 

 

 

11,450

 

 

 

18,195

 

Operating loss

 

 

(7,028,283

)

 

 

(5,814,456

)

 

 

(22,821,754

)

 

 

(18,016,995

)

 

 

(4,065

)

 

 

(8,523

)

Other income (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

130,453

 

 

 

56,274

 

 

 

231,357

 

 

 

95,565

 

 

 

120

 

 

 

50

 

Interest expense, net

 

 

(383,756

)

 

 

(2,908

)

 

 

(1,102,045

)

 

 

(7,415

)

 

 

(398

)

 

 

(385

)

Foreign exchange loss

 

 

(13,794

)

 

 

(18,770

)

 

 

(32,407

)

 

 

(5,461

)

 

 

(3

)

 

 

(15

)

Loss before provision for income taxes

 

 

(7,295,380

)

 

 

(5,779,860

)

 

 

(23,724,849

)

 

 

(17,934,306

)

 

 

(4,346

)

 

 

(8,873

)

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,295,380

)

 

$

(5,779,860

)

 

$

(23,724,849

)

 

$

(17,934,306

)

 

$

(4,346

)

 

$

(8,873

)

Net loss per share, basic & fully diluted (1)

 

$

(0.98

)

 

$

(1.14

)

 

$

(3.62

)

 

$

(3.58

)

 

$

(0.46

)

 

$

(1.68

)

Weighted average shares of common stock outstanding, basic and
diluted (1)

 

 

7,479,401

 

 

 

5,087,164

 

 

 

6,552,575

 

 

 

5,004,779

 

 

 

9,405,775

 

 

 

5,290,661

 

 

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


 

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITYDEFICIT

(UNAUDITED)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional Paid-

 

 

Accumulated

 

 

Total Stockholders’

 

Three months ended September 30, 2023

 

Shares (1)

 

 

Amount

 

 

In Capital

 

 

Deficit

 

 

(Deficit) Equity

 

Balance, July 1, 2023

 

 

7,255,818

 

 

$

725

 

 

$

61,754,084

 

 

$

(64,423,569

)

 

$

(2,668,760

)

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

721,556

 

 

 

-

 

 

 

721,556

 

 Issuance of common stock upon vesting of restricted stock units

 

 

524,244

 

 

 

53

 

 

 

-

 

 

 

-

 

 

 

53

 

 Issuance of common stock upon exercise of stock options

 

 

21,849

 

 

 

2

 

 

 

146

 

 

 

-

 

 

 

148

 

 Issuance of round up shares in connection with reverse split

 

 

8,714

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

 Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(7,295,380

)

 

 

(7,295,380

)

Balance, September 30, 2023

 

 

7,810,625

 

 

$

781

 

 

$

62,475,786

 

 

$

(71,718,949

)

 

$

(9,242,382

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, July 1, 2022

 

 

5,170,711

 

 

$

517

 

 

$

52,750,138

 

 

$

(33,680,156

)

 

$

19,070,499

 

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

689,375

 

 

 

-

 

 

 

689,375

 

 Issuance of common stock upon vesting of restricted stock units

 

 

61,890

 

 

 

6

 

 

 

19

 

 

 

-

 

 

 

25

 

Common Stock issued to vendors in exchange for services

 

 

1,875

 

 

 

-

 

 

 

7,726

 

 

 

-

 

 

 

7,726

 

 Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,779,860

)

 

 

(5,779,860

)

Balance, September 30, 2022

 

 

5,234,475

 

 

$

523

 

 

$

53,447,258

 

 

$

(39,460,016

)

 

$

13,987,765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2022

 

 

5,319,758

 

 

$

532

 

 

$

54,127,893

 

 

$

(47,994,100

)

 

$

6,134,325

 

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

1,836,930

 

 

 

-

 

 

 

1,836,930

 

 Issuance of common stock upon vesting of restricted stock units

 

 

557,631

 

 

 

56

 

 

 

-

 

 

 

-

 

 

 

56

 

Common stock issued to vendors in exchange for services

 

 

25,000

 

 

 

2

 

 

 

79,128

 

 

 

-

 

 

 

79,130

 

 Issuance of common stock upon exercise of stock options

 

 

49,522

 

 

 

5

 

 

 

408

 

 

 

-

 

 

 

413

 

 Issuance of round up shares in connection with reverse split

 

 

8,714

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

1

 

 Issuance of common stock in connection with public offering, net

 

 

1,850,000

 

 

 

185

 

 

 

6,431,427

 

 

 

-

 

 

 

6,431,612

 

 Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,724,849

)

 

 

(23,724,849

)

Balance, September 30, 2023

 

 

7,810,625

 

 

$

781

 

 

$

62,475,786

 

 

$

(71,718,949

)

 

$

(9,242,382

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2021

 

 

5,074,932

 

 

 

507

 

 

 

51,233,615

 

 

 

(21,525,710

)

 

 

29,708,412

 

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

2,182,696

 

 

 

-

 

 

 

2,182,696

 

 Issuance of common stock upon vesting of restricted stock units

 

 

152,044

 

 

 

15

 

 

 

46

 

 

 

-

 

 

 

61

 

Common stock issued to vendors in exchange for services

 

 

7,500

 

 

 

1

 

 

 

30,901

 

 

 

-

 

 

 

30,902

 

  Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,934,306

)

 

 

(17,934,306

)

Balance, September 30, 2022

 

 

5,234,475

 

 

$

523

 

 

$

53,447,258

 

 

$

(39,460,016

)

 

$

13,987,765

 

(in thousands, except share data)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional Paid-

 

 

Accumulated

 

 

Total Stockholders’

 

Three months ended March 31, 2024

 

Shares (1)

 

 

Amount

 

 

In Capital

 

 

Deficit

 

 

Deficit

 

Balance, January 1, 2024

 

 

7,960,938

 

 

$

1

 

 

$

63,307

 

 

$

(76,746

)

 

$

(13,438

)

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

561

 

 

 

-

 

 

 

561

 

 Issuance of common stock upon vesting of restricted stock units

 

 

115,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 Issuance of common stock in connection with public offering, net

 

 

2,232,100

 

 

 

-

 

 

 

2,727

 

 

 

-

 

 

 

2,727

 

 Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,346

)

 

 

(4,346

)

Balance, March 31, 2024

 

 

10,308,038

 

 

$

1

 

 

$

66,595

 

 

$

(81,092

)

 

$

(14,496

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended March 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2023

 

 

5,319,758

 

 

$

1

 

 

$

54,128

 

 

$

(47,994

)

 

$

6,135

 

 Share-based compensation

 

 

-

 

 

 

-

 

 

 

748

 

 

 

-

 

 

 

748

 

 Issuance of common stock upon vesting of restricted stock units

 

 

33,387

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 Shares issued to vendors in exchange for services

 

 

25,000

 

 

 

-

 

 

 

79

 

 

 

-

 

 

 

79

 

 Issuance of common stock upon exercise of stock options

 

 

24,976

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,873

)

 

 

(8,873

)

Balance, March 31, 2023

 

 

5,403,121

 

 

$

1

 

 

$

54,955

 

 

$

(56,867

)

 

$

(1,911

)

(1) Reflects 1-for-4 reverse stock split that became effective June 29, 2023. See Note 1 to the unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3


 

MARPAI, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

Nine months ended September 30,

 

 

Three months ended March 31,

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(23,724,849

)

 

$

(17,934,306

)

 

$

(4,346

)

 

$

(8,873

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

2,973,972

 

 

 

2,443,856

 

 

 

951

 

 

 

1,044

 

Loss on disposal of assets

 

 

350,192

 

 

 

60,471

 

Share-based compensation

 

 

1,836,986

 

 

 

2,432,758

 

 

 

561

 

 

 

623

 

Common stock issued to vendors in exchange for services

 

 

79,130

 

 

 

30,899

 

 

 

 

 

 

79

 

Amortization of right-of-use asset

 

 

1,288,744

 

 

 

517,985

 

 

 

62

 

 

 

252

 

Gain on termination of lease

 

 

32,613

 

 

 

 

Non-cash interest

 

 

1,204,441

 

 

 

 

 

 

423

 

 

 

388

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable and unbilled receivable

 

 

640,737

 

 

 

16,215

 

 

 

800

 

 

 

(239

)

Prepaid expense and other assets

 

 

216,226

 

 

 

376,821

 

 

 

(99

)

 

 

162

 

Other receivables

 

 

(1,617

)

 

 

34,665

 

Security deposit

 

 

(15,743

)

 

 

 

Accounts payable

 

 

335,647

 

 

 

(432,986

)

 

 

(825

)

 

 

653

 

Accrued expenses

 

 

(692,991

)

 

 

(436,385

)

 

 

215

 

 

 

(1,416

)

Accrued fiduciary obligations

 

 

853,408

 

 

 

(1,642,220

)

 

 

(2,063

)

 

 

 

Operating lease liabilities

 

 

(1,670,454

)

 

 

(512,095

)

 

 

(126

)

 

 

(363

)

Due to related party

 

 

(3,201

)

 

 

(437

)

Other liabilities

 

 

972,568

 

 

 

(294,458

)

 

 

862

 

 

 

1,149

 

Net cash used in operating activities

 

 

(15,324,191

)

 

 

(15,339,217

)

 

 

(3,585

)

 

 

(6,541

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Capitalization of software development costs

 

 

 

 

 

(809,856

)

Disposal of property and equipment

 

 

26,914

 

 

 

 

 

 

 

 

 

3

 

Purchase of property and equipment

 

 

 

 

 

(70,176

)

Net cash provided by (used in) investing activities

 

 

26,914

 

 

 

(880,032

)

Net cash provided by investing activities

 

 

 

 

 

3

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from stock options exercises

 

 

413

 

 

 

 

Proceeds from issuance of common stock in a public offering, net

 

 

6,431,612

 

 

 

 

Proceeds from sale of future cash receipts on accounts receivable

 

 

1,509

 

 

 

 

Payments to buyer of receivables (Note 3)

 

 

(57

)

 

 

 

Payments to seller for acquisition (Note 3)

 

 

(474

)

 

 

 

Proceeds from issuance of common stock in a private offering, net

 

 

2,727

 

 

 

 

Net cash provided by financing activities

 

 

6,432,025

 

 

 

 

 

 

3,705

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net decrease in cash, cash equivalents and restricted cash

 

 

(8,865,252

)

 

 

(16,219,249

)

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

120

 

 

 

(6,538

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash at beginning of period

 

 

23,117,116

 

 

 

25,933,643

 

 

 

13,492

 

 

 

23,117

 

Cash, cash equivalents and restricted cash at end of period

 

$

14,251,864

 

 

$

9,714,394

 

 

$

13,612

 

 

$

16,579

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of cash, cash equivalents, and restricted cash reported in
the condensed consolidated balance sheet

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,018,424

 

 

$

4,747,951

 

 

$

851

 

 

$

6,174

 

Restricted cash

 

 

11,233,440

 

 

 

4,966,443

 

 

 

12,761

 

 

 

10,405

 

Total cash, cash equivalents and restricted cash shown in the condensed
consolidated statement of cash flows

 

$

14,251,864

 

 

$

9,714,394

 

 

$

13,612

 

 

$

16,579

 

Supplemental disclosure of non-cash activity

 

 

 

 

 

 

 

 

 

 

Measurement period adjustment to goodwill

 

$

198,140

 

 

$

 

 

$

 

 

$

36

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organization

Marpai, Inc.'s (“Marpai” or the “Company”) operations are principally conducted through its wholly-owned subsidiaries, Marpai Health, Inc. (“Marpai Health”), Marpai Administrators LLC (“Marpai Administrators”), and Maestro Health LLC (“Maestro”). Marpai Administrators and Maestro are our healthcare payer subsidiaries that provide administration services to self-insured employer groups across the United States. They act as a third-party administrationadministrator (“TPA”) handling all administrative aspects of providing healthcare to self-insured employer groups. The Company has combined these two businesses to create what it believes to be the Payer of the Future, which has not only the licenses, processes and know- howknow-how of a payer but also the latest technology. This combination allows the Company to differentiate itself in the TPA market by delivering a technology-driven service that it believes can lower the overall cost of healthcare while maintaining or improving healthcare outcomes. Marpai Captive, Inc. (“Marpai Captive”) was founded in March 2022 as a Delaware corporation. Marpai Captive engages in the captive insurance market and commenced operations in the first quarter of 2023.

Nature of Business

The Company’s mission is to positively change healthcare for the benefit of (i) its clients who are self-insured employers that pay for their employees’ healthcare benefits and engage the Company to administer the latter’smembers' healthcare claims, (ii) employees who receive these healthcare benefits from itsour clients, and (iii) healthcare providers including doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products.

The Company provides benefits outsourcing services to clients in the United States across multiple industries. The Company’s backroom administration and TPA services are supported by a customized technology platform and a dedicated benefits call center. Under its TPA platform, the Company provides health and welfare administration, dependent eligibility verification, Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, and benefit billing services.

The Company continues to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures; supply chain disruptions; social and political issues; regulatory matters, geopolitical tensions; and global security issues. The Company is also mindful of inflationary pressures on its cost base and is monitoring the impact on customer preferences.

Reverse Stock Split

On June 29, 2023 the Company effectuated a one-for-four reverse stock split of its outstanding shares of common stock. The number of authorized shares was not adjusted in connection with the reverse stock split. Throughout these unaudited condensed consolidated financial statements common stock share and per share information, including employee stock options, restricted stock awards, restricted stock units and warrants, have been revised for all periods presented to give effect to the reverse stock split.

NOTE 2 – UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim condensed consolidated financial statements furnished reflect all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Company’s Annual Report on Form 10-K for its year ended December 31, 2022.2023.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Maestro is included as of November 1, 2022, the date of the Acquisition (see Note 5). All significant intercompany balances and transactions have been eliminated in consolidation.

5


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses reported in those financial statements. Descriptions of the Company’s significant accounting policies are discussed in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Management evaluates the related estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

NOTE 3 – LIQUIDITY AND GOING CONCERN

As shown in the accompanying condensed consolidated financial statements as of September 30, 2023,March 31, 2024, the Company had an accumulated deficit of approximately $71.781.1 million and negative working capital of approximately $3.6 million. At September 30, 2023,March 31, 2024, the Company had long term debt of approximately $19.119.7 million and approximately $3.00.9 million of unrestricted cash on hand. For the ninethree months ended September 30, 2023,March 31, 2024, the Company recognized a net loss of approximately $23.74.3 million and negative cash flows from operations of approximately $15.33.6 million.Since inception, the Company has met its cash needs through proceeds from issuing convertible notes, warrants andas well as sales of its common stock.

The Company currently projects that it will need additional capital to fund its current operations and capital investment requirements until the Company scales to a revenue level that permits cash self-sufficiency. As a result, the Company needs to raise additional capital or secure debt funding to support on-going operations until such time. This projection is based on the Company’s current expectations regarding revenues, expenditures, cash burn rate and other operating assumptions. The sources of this capital are anticipated to be from the sale of equity and/or the issuance of debt. Alternatively, or in addition, the Company may seek to sell assets which it regards as non-strategic. Any of the foregoing may not be achievable on favorable terms, or at all. Additionally, any debt or equity transactions may cause significant dilution to existing stockholders.

If the Company is unable to raise additional capital moving forward, its ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and the Company may be forced to scale back operations or divest some or all of its assets.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern through twelve months from the date these unaudited condensed consolidated financial statements are available to be issued. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

On December 14, 2023, the Company, through Maestro, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Payflex Systems USA, Inc. (“Payflex”), pursuant to which the Company agreed to sell certain assets relating to the consumer directed benefits business. Pursuant to the Asset Purchase Agreement, Payflex agreed to pay the Company $1 million in cash as well as assume certain liabilities. In addition, provided that two customer agreements remain in place by September 1, 2024, and January 1, 2025, respectively, Payflex shall pay an additional contingent fee of $500 thousand per customer agreement. The Asset Purchase Agreement contains customary representations and warranties and covenants. The transaction contemplated by the Asset Purchase Agreement closed on December 14, 2023.

On January 16, 2024, the Company entered into a securities purchase agreement (the “Second SPA”) with certain Company insiders consisting of HillCour Investment Fund, LLC (“HillCour”), an entity controlled by the Company’s Chief Executive Officer, the Company’s Chairman, and one of the Company’s directors, pursuant to which the Company agreed to issue and sell 1,322,100 shares of Common Stock in a private placement, at a purchase price of $0.9201 per share (or the consolidated closing bid price of the Company’s Common Stock on Nasdaq as of January 16, 2024). The securities issued in the Second SPA are exempt from the registration requirements of 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.

On February 5, 2024, the Company entered into an Agreement of Sale of Future Receipts (the “Libertas Agreement”) with Libertas Funding LLC (“Libertas”). Under the Libertas Agreement, the Company sold to Libertas future receipts totaling $2.2 million for a purchase price of $1.7 million. At the closing of the Libertas Agreement, the Company received cash proceeds of $1.5 million, net of the first payment of $157 thousand.

Pursuant to the terms of the Libertas Agreement, the Company agreed to pay Libertas $57 thousand each week, including interest, based upon an anticipated 20% of its future receivables until such time as $2.2 million has been paid, a period Libertas and the Company

6


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

estimate to be approximately 11 months. The Libertas Agreement also contains customary affirmative and negative conventions, representations and warranties, and default and terminations provisions.

During the three months ended March 31, 2024, the Company paid $134 thousand of the original balance under the agreement, along with $70 thousand of interest.

On February 7, 2024, the Company entered into Amendment No. 1 to Purchase Agreement (the “AXA Amendment”) with AXA S.A., a French société anonyme (“AXA”). The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro.

Pursuant to the AXA Amendment, the parties agreed to reduce the Base Purchase and the Full Base Amount each Price (as defined in the AXA Agreement) by three million dollars in the aggregate, provided that by December 31, 2024, (i) the Company’s largest shareholder has contributed at least three million dollars in equity, (ii) the Company maintains a listing of its securities on Nasdaq or a nationally recognized stock exchange and (iii) between February 29, 2024 and April 15, 2024, the Company makes all timely payments owed under the AXA Agreement (collectively, the “Reduction Criteria”).

In addition, the AXA Amendment provides that the requirement by the Company to pay AXA an amount equal to thirty five percent of the net proceeds, shall be deferred for any such funds raised in calendar year 2024 such that any such payments shall be paid no later than January 15, 2025, and any amounts due as a result of private offerings of any officers or directors of the Company shall be due and payable no later than December 31, 2025.

The AXA Amendment also provides that the Company shall make three monthly payments of $158 thousand on or prior to February 29, 2024, March 31, 2024 and April 15, 2024 for the 2024 year, as well as make such total accumulated annual payments of $2.3 million, $5.3 million, $13.3 million and $22.3 million in years 2024, 2025, 2026 and 2027 if the Reduction Criteria are met or $2.3 million, $8.3 million, $16.3 million and $25.3 million in years 2024, 2025, 2026 and 2027, respectively. The Company made timely payments of $158 thousand for February, March and April 2024.

On March 7, 2024, the Company entered into a securities purchase agreement with HillCour pursuant to which the Company agreed to issue and sell 910,000 shares of Common Stock in a private placement, at a purchase price of $1.65 per share (or the consolidated closing bid price of the Company’s Common Stock on Nasdaq as of March 7, 2024).

NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Combination

The Company accounts for business combinations in accordance with the FASB’s Accounting Standard Codification (“ASC”) 805, Business Combinations. Accordingly, identifiable tangible and intangible assets acquired, and liabilities assumed are recorded at their estimated fair values, the excess of the purchase consideration over the fair values of net assets acquired is recorded as goodwill, and transaction costs are expensed as incurred. The Company includes the results of operations of the businesses that are acquired as of the acquisition date.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingenciescontingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses duringreported in those financial statements. Descriptions of the reporting period. Such

6


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company’s significant accounting policies are discussed in the notes to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Management evaluates the related estimates include, but are not limited to, valuation of share-based compensation, accounting for warrants, allowance for credit losses, useful lives of internally developed software, fair values of net assets acquired, goodwill, intangible assets and propertyassumptions on an ongoing basis using historical experience and equipment, incurred but not reported (“IBNR”) reserves, whether an arrangement is or contains a lease,other factors, including the incremental borrowing rate used for operating leases, income tax accruals, the valuation allowance for deferred income taxes,current economic environment, and contingent liabilities.

The Company bases these estimates on historicalmakes adjustments when facts and anticipated results, trends,circumstances dictate. As future events and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actualtheir effects cannot be determined with precision, actual results could differ significantly from those estimates.estimates and assumptions. Significant changes, if any, in those estimates and assumptions resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods.

Restricted Cash

Restricted cash balances are composed of funds held on behalf of clients in a fiduciary capacity, cash held in a separate bank account pledged to a bank as collateral for a bank guarantee provided to the lessor to secure the Company’s obligations under a lease agreement,

7


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

cash in a money market account as required by a credit card company for collateral, and a certificate of deposit ("CD") held for collateral offor a letter of credit. Fiduciary funds generally cannot be utilized for general corporate purposes and are not a source of liquidity for the Company. A corresponding fiduciary obligation, included in current liabilities in the accompanying condensed consolidated balance sheets, exists for disbursements to be made on behalf of the clients and may be more than the restricted cash balance if payment from customers has not been received.

Capitalized Software

The Company complies with the guidance of ASC Topic 350‑40,350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by- projectproject-by-project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three to five years. Amortization commences when the software is available for its intended use.

Goodwill

Goodwill is recognized and initially measured as any excess of the acquisition-date consideration transferred in a business combination over the acquisition-date amounts recognized for the net identifiable assets acquired. Goodwill is not amortized but is tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not result in an impairment of goodwill. The Company operates in one reportable reporting segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level. First, the Company assesses qualitative factors to determine whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company conducts a quantitative goodwill impairment test comparing the fair value of the applicable reporting unit with its carrying value. If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, the Company recognizes an impairment loss in the condensed consolidated statement of operations for the amount by which the carrying amount exceeds the fair value of the reporting unit. The Company performs its annual goodwill impairment test at December 31.

During the year ended December 31, 2023, the Company performed qualitative and more frequently if an event occurs or circumstances changequantitative analyses, assessing trends in market capitalization, current and future cash flows, revenue growth rates, and the impact of macroeconomic conditions on the Company and its performance. Based on the analysis performed in connection with its annual goodwill impairment test, and primarily due to changes in the Company’s stock price and market capitalization as well as changes in the Company’s executive management team and its overall operational and financial strategy in the fourth quarter of 2023, it was determined that would more likely than not reducegoodwill was impaired. As a result, the fair valueCompany recorded a goodwill impairment charge in the amount of goodwill below its carrying value.$3.0 million for the year ended December 31, 2023. There was no goodwill impairment for the ninethree months ended September 30, 2023March 31, 2024 and 2022.2023.

78


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets

Intangible assets consist of customer relationships, non-compete agreements, and amounts attributed to patent and patent applications that were acquired through an acquisition and are amortized on a straight-line basis over useful lives ranging from five to ten years. The Company’s intangible assets are reviewed for impairment when events or circumstances indicate their carrying amounts may not be recoverable. The Company reviews the recoverability of its intangible assets by comparing the carrying value of such assets to the related undiscounted value of the projected cash flows associated with the assets, or asset group. If the carrying value is found to be greater, the Company records an impairment loss for the excess of book value over fair value.value. No impairment of the Company’s intangible assets was recorded for the nine months ended September 30, 2023 and 2022.

During the three and nine months ended September 30, 2023, the Company identified triggering events that may indicate the carrying amount of goodwill and intangible assets are not recoverable. The triggering events identified included the decline in the Company’s stock price and the Company’s shortening cash reach. As a result of identifying these potential indicators of impairment, the Company performed a quantitative goodwill impairment analysis for the three months ended September 30, 2023,March 31, 2024 and the analysis determined that the fair value of the Company’s reporting unit exceeded its carrying value, so 2023.

no goodwill impairment loss was recorded. During the three and nine months ended September 30, 2023, the Company also determined that its intangible assets were not impaired. The continuation of operating losses, negative cash flows from operations, negative working capital, and decreases in the Company’s market capitalizationinability to secure planned funding from capital raising activities could result in impairment to goodwill and/or intangible assets that could be material to the consolidated financial statements in future periods. The Company will continue to monitor these events and circumstances each reporting period and perform the required quantitative impairment tests, as applicable.period.

Revenue Recognition

Third Party Administrator Revenue

Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As the Company completes its performance obligations, it has an unconditional right to consideration, as outlined in the Company’s contracts.

The Company also provides certain performance guarantees under their contracts with customers. Customers may be entitled to receive compensation if the Company fails to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period. The Company had performance guarantee liabilities of $163,093202, thousand, which is included in accrued expenses on the accompanying condensed consolidated balance sheet as of September 30, 2023.March 31, 2024.

Significant Payment Terms

Generally, the Company’s accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms. Invoices for services are typically sent to the customer on the 15th day of the month prior to the service month with a 10-day payment term. The Company does not offer discounts if the customer pays some or all of the invoiced amount prior to the due date.

Consideration paid for services rendered by the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services.

The Company uses the practical expedient and does not account for significant financing components because the period between recognition and collection does not exceed one year for all of the Company’s contracts.

Timing of Performance Obligations

All of the Company’s contracts with customers obligate the Company to perform services. Services provided include health and welfare administration, dependent eligibility verification, COBRA administration, and benefit billing. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report claims, and control of these services is transferred to the customer. The Company has the right to receive payment for all services rendered.

8


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Determining and Allocating the Transaction Price

The transaction price of a contract is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer.

9


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

To determine the transaction price of a contract, the Company considers its customary business practices and the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be canceled, renewed, or modified.

The Company’s contracts with customers have fixed fee prices that are denominated per covered employee per month. The Company includes amounts of variable consideration in a contract’s transaction price only to the extent that it is probable that the amounts will not be subject to significant reversals (that is, downward adjustments to revenue recognized for satisfied performance obligations). In determining amounts of variable consideration to include in a contract’s transaction price, the Company relies on its experience and other evidence that supports its qualitative assessment of whether revenue would be subject to a significant reversal. The Company considers all the facts and circumstances associated with both the risk of a revenue reversal arising from an uncertain future event and the magnitude of the reversal if that uncertain event were to occur.

Captive Revenue

All general insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis.

Loss and Loss Adjustment Expenses

The establishment of loss reserves by the policies primary insurer is a reasonably complex and dynamic process influenced by a large variety ofnumerous factors. These factors principally include past experience with like claims. Consequently, the reserves established are a reflection of the opinions of a large number of persons and the Company is exposed to the possibility of higher or lower than anticipated loss cost due to real expense.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of outstanding shares of common stock for the period, considering the effect of participating securities. Diluted earnings (loss) per share is calculated by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, shares of common stock equivalents, if any, are not considered in the computation. At September 30,March 31, 2024 and 2023, and 2022, there were 1,123,1731,583,723 and 994,9991,048,351 common stock equivalents, respectively. For the ninethree months ended September 30,March 31, 2024 and 2023, and 2022, these potential shares were excluded from the shares used to calculate diluted net loss per share as their effect would have been antidilutive.

Recently Issued Accounting Pronouncements

In September 2022,November 2023, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50)2023-07, “Segment Reporting (Topic 280): Disclosure of Supplier Finance Program Obligations,Improvements to Reportable Segment Disclosures,” which is intendedwill add required disclosures of significant expenses for each reportable segment, as well as certain other disclosures to enhancehelp investors understand how the transparency surrounding the useChief Operating Decision Maker evaluates segment expenses and operating results. The new standard will also allow disclosure of supplier finance programs.multiple measures of segment profitability, if those measures are used to allocate resources and assess performance. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period,will be effective for public companies for fiscal years beginning after December 15, 2023 and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which becomes effective January 1,interim reporting periods beginning after December 15, 2024. The Company doesadoption of this standard is not have any supplier finance programs, and accordingly the adoption did notexpected to have a material impact on the Company’s condensed consolidated financial statements and the Company does not believe the impact of adopting the rollforward requirement in this accounting standard update will be material to the condensed consolidated financial statements.related disclosures.

In October 2021,December 2023, the FASB issued ASU No. 2021-08, “Accounting2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The standard will be effective for Contract Assets and Contract Liabilities from Contracts with Customers” (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. For the Company, the new guidance is effectivepublic companies for

9


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively.2024. Early adoption is also permitted, including adoption in an interim period.permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements.

NOTE 5 – ACQUISITION

On November 1, 2022, the Company consummated the acquisition of Maestro. Pursuant to the terms of the Purchase Agreement (“Maestro Agreement”), Marpai agreed to acquire all of the membership interests (the “Units”) of Maestro. In consideration for Marpai’s acquisition of the Units, Marpai agreed to pay the seller (the “Seller”) an aggregate purchase price (the “Purchase Price”) of $19,900,000 determined on the closing date (the “Base Purchase Price”), which shall be payable on or before April 1, 2024 (the “Payment Date”), and shall accrue interest until such time that is paid, such that on the Payment Date the Purchase Price, plus all accrued and unpaid interest, shall equal $22,100,000 (the “Adjusted Purchase Price”).

Any unpaid portion of the Purchase Price shall accrue interest at ten percent (10%) per annum, compounding annually, calculated on the basis of a 365-day year for the actual number of days elapsed (the “Specified Rate”), and shall be repaid as promptly as practicable to the Seller. In addition, in the event Marpai or its subsidiaries receive proceeds from the sale of any securities in a private placement or public offering of securities (each an “Offering”), then Marpai shall pay to the Seller an amount equal to thirty-five percent (35%) of the net proceeds of the Offering no later than sixty (60) days after the closing of Offering until such time as the Purchase Price has been paid in full.

Notwithstanding the foregoing, Marpai shall be required to make cumulative payments, representing the Adjusted Purchase Price and any additional interest that will accrue on the Adjusted Purchase Price after the Payment Date, as follows: (i) $5,000,000 to be paid by December 31, 2024, (ii) $11,000,000 of cumulative payments to be paid by December 31, 2025, and (iii) $19,000,000 of cumulative payments to be paid by December 31, 2026 and (iv) $28,000,000 of cumulative payments to be paid by December 31, 2027.

On April 19, 2023, the Company closed a public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement, $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the Seller. Based on an agreement reached with the Seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the Seller on July 19, 2023 and the balance will be paid no later than September 18, 2023. On September 18, 2023, Marpai paid the Seller $200,000 and the parties agreed that the balance of $947,376 will be paid at the earlier of (i) October 18, 2023, and (ii) within 48 hours of the closing of certain funding initiatives that Marpai was engaged in. On October 24 2023, the Seller agreed to extend the due date of such payment from October 18, 2023 to November 15, 2023.

As of September 30, 2023, the outstanding principal balance is $19,900,000 and the accrued interest on the principal is $115,765 for a total of $20,015,765 of which $947,376 is in other short-term liabilities and $19,068,389 is other long-term liabilities.

The following table represents the allocation of the purchase consideration among Maestro’s assets acquired and liabilities assumed at their acquisition-date fair values:

10


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

December 31, 2022

 

 

Adjustment

 

 

September 30, 2023

 

Purchase Price

 

 

 

 

 

 

 

 

 

Purchase Price

 

$

19,900,000

 

 

 

 

 

$

19,900,000

 

 

 

 

 

 

 

 

 

 

 

Purchase Price Allocation

 

 

 

 

 

 

 

 

 

Cash

 

$

17,081,602

 

 

 

 

 

$

17,081,602

 

Restricted cash

 

 

16,306,547

 

 

 

 

 

 

16,306,547

 

Accounts receivable

 

 

321,198

 

 

 

 

 

 

321,198

 

Unbilled receivable

 

 

646,189

 

 

 

 

 

 

646,189

 

Prepaid expenses and other current assets

 

 

1,751,371

 

 

 

 

 

 

1,751,371

 

Property and equipment

 

 

921,680

 

 

 

(159,920

)

 

 

761,760

 

Operating lease - right of use assets

 

 

2,555,375

 

 

 

 

 

 

2,555,375

 

Goodwill

 

 

3,454,143

 

 

 

198,140

 

 

 

3,652,283

 

Trademarks

 

 

800,000

 

 

 

 

 

 

800,000

 

Customer relationships

 

 

840,000

 

 

 

 

 

 

840,000

 

Security deposits

 

 

1,240,889

 

 

 

 

 

 

1,240,889

 

Account payable

 

 

(150,328

)

 

 

 

 

 

(150,328

)

Accrued expenses

 

 

(4,554,280

)

 

 

(38,220

)

 

 

(4,592,500

)

Accrued fiduciary obligations

 

 

(16,306,547

)

 

 

 

 

 

(16,306,547

)

Operating lease liabilities

 

 

(4,816,490

)

 

 

 

 

 

(4,816,490

)

Deferred revenue

 

 

(191,349

)

 

 

 

 

 

(191,349

)

Total fair value of net assets acquired and liabilities assumed

 

$

19,900,000

 

 

$

 

 

$

19,900,000

 

The Company recorded a measurement period adjustment to goodwill for the nine months ended September 30, 2023 for property and equipment of $159,920, that was subsequently identified as not received during the acquisition, and accrued expenses of $38,220, relating to pre-acquisition liabilities.

The following table summarizes the estimated fair values of Maestro’s identifiable intangible assets, their estimated useful lives and expected amortization periods:

 

 

 

 

Useful

 

Acquisition

 

 

Life in

 

Fair Value

 

 

Years

Trademarks

 

$

800,000

 

 

5 Years

Customer relationships

 

 

840,000

 

 

5 Years

The following unaudited pro forma summary presents consolidated information of the Company as if the business combination had occurred on January 1, 2022:

 

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2022

 

 

September 30, 2022

 

 

(pro forma)

 

 

(pro forma)

 

Revenue

 

$

9,687,891

 

 

$

31,621,036

 

Net loss

 

 

(9,049,986

)

 

 

(29,744,227

)

The unaudited pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The pro forma adjustments include incremental amortization expense of $82,000 related to intangible and tangible assets acquired.

11


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating Maestro into the Marpai legacy business.

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations.

NOTE 65 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:

(in thousands)

 

September 30, 2023

 

 

December 31, 2022

 

 

March 31, 2024

 

 

December 31, 2023

 

Equipment

 

$

49,905

 

 

$

402,675

 

 

$

141

 

 

$

141

 

Furniture and fixtures

 

 

753,133

 

 

 

1,007,699

 

 

 

621

 

 

 

621

 

Leasehold improvements

 

 

 

 

 

745,453

 

Total cost

 

 

803,038

 

 

 

2,155,827

 

 

 

762

 

 

 

762

 

Accumulated depreciation

 

 

(140,830

)

 

 

(649,745

)

 

 

(183

)

 

 

(151

)

Property and equipment, net

 

$

662,208

 

 

$

1,506,082

 

 

$

579

 

 

$

611

 

 

Depreciation expense was $306,85232 thousand and $164,800154 for the nine months ended September 30, 2023 and 2022, respectively. Depreciation expense was $38,350 and $82,066thousand for the three months ended September 30,March 31, 2024 and 2023, and 2022, respectively.

NOTE 76 – CAPITALIZED SOFTWARE

Capitalized software consists of the following at:

(in thousands)

 

September 30, 2023

 

 

December 31, 2022

 

 

March 31, 2024

 

 

December 31, 2023

 

Capitalized software

 

$

5,656,885

 

 

$

8,094,385

 

 

$

8,094

 

 

$

8,094

 

Accumulated amortization

 

 

(2,913,938

)

 

 

(3,505,679

)

 

 

(6,582

)

 

 

(5,967

)

Capitalized software, net

 

$

2,742,947

 

 

$

4,588,706

 

 

$

1,512

 

 

$

2,127

 

 

Amortization expense was $1,845,759615 thousand and $1,703,699616 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense was $615,253 and $568,195thousand for the three months ended September 30,March 31, 2024 and 2023, and 2022, respectively.

NOTE 87GOODWILL AND INTANGIBLE ASSETS

Goodwill consists of the following:

 

 

Amount

 

Balance as of December 31, 2022

 

$

5,837,060

 

Measurement period adjustment to goodwill (Note 5)

 

 

198,140

 

Balance as of September 30, 2023

 

$

6,035,200

 

12


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Intangible assets consist of the following:

 

 

September 30, 2023

 

 

Useful

 

Gross Carrying

 

 

Accumulated

 

 

Net Carrying

 

 

Life

 

Amount

 

 

Amortization

 

 

Amount

 

Trademarks

 

5-10 Years

 

$

2,320,000

 

 

$

(526,674

)

 

$

1,793,326

 

Noncompete agreements

 

5 Years

 

 

990,000

 

 

 

(495,000

)

 

 

495,000

 

Customer relationships

 

5-7 Years

 

 

3,760,000

 

 

 

(1,196,858

)

 

 

2,563,142

 

Patents and patent applications

 

(*)

 

 

650,450

 

 

 

-

 

 

 

650,450

 

 

 

 

$

7,720,450

 

 

$

(2,218,532

)

 

$

5,501,918

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

Trademarks

 

5-10 Years

 

$

2,320,000

 

 

$

(292,671

)

 

$

2,027,329

 

Noncompete agreements

 

5 Years

 

 

990,000

 

 

 

(346,500

)

 

 

643,500

 

Customer relationships

 

5-7 Years

 

 

3,760,000

 

 

 

(758,000

)

 

 

3,002,000

 

Patents and patent applications

 

(*)

 

 

650,450

 

 

 

 

 

 

650,450

 

 

 

 

$

7,720,450

 

 

$

(1,397,171

)

 

$

6,323,279

 

(in thousands)

 

March 31, 2024

 

 

Useful

 

Gross Carrying

 

 

Accumulated

 

 

Net

 

 

Net Carrying

 

 

Life

 

Amount

 

 

Amortization

 

 

Disposal

 

 

Amount

 

Trademarks

 

5-10 Years

 

$

2,320

 

 

$

(683

)

 

$

 

 

$

1,637

 

Noncompete agreements

 

5 Years

 

 

990

 

 

 

(594

)

 

 

 

 

 

396

 

Customer relationships

 

5-7 Years

 

 

3,760

 

 

 

(1,485

)

 

 

(51

)

 

 

2,224

 

Patents and patent applications

 

5 Years

 

 

650

 

 

 

(33

)

 

 

 

 

 

617

 

 

 

 

$

7,720

 

 

$

(2,795

)

 

$

(51

)

 

$

4,874

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

Trademarks

 

5-10 Years

 

$

2,320

 

 

$

(605

)

 

$

 

 

$

1,715

 

Noncompete agreements

 

5 Years

 

 

990

 

 

 

(545

)

 

 

 

 

 

445

 

Customer relationships

 

5-7 Years

 

 

3,760

 

 

 

(1,342

)

 

 

(51

)

 

 

2,367

 

Patents and patent applications

 

(*)

 

 

650

 

 

 

 

 

 

 

 

 

650

 

 

 

 

$

7,720

 

 

$

(2,492

)

 

$

(51

)

 

$

5,177

 

 

(*)
Patents have yet to be approved by the United States Patent and Trademark Office. Useful life is determined upon placement into service after approval.

11


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amortization expense was $821,361303 thousand and $575,357274 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense was $273,787 and $191,786thousand for the three months ended September 30,March 31, 2024 and 2023, and 2022, respectively.

 

NOTE 98 – LOSS AND LOSS ADJUSTMENT EXPENSES

The following tables shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

 

September 30,
2023

 

 

September 30,
2022

 

Net reserves at January 1,

 

$

 

 

$

 

Incurred loss and loss adjustment expenses

 

 

 

 

 

 

  Provisions for insured events of the current year

 

 

205,238

 

 

 

 

  Change in provision for insured events of prior year

 

 

 

 

 

 

  Total incurred loss and loss adjustment expense

 

 

205,238

 

 

 

 

Payments

 

 

 

 

 

 

  Loss and loss adjustment expenses attributable to insured events of the current year

 

 

4,268

 

 

 

 

  Loss and loss adjustment expenses attributable to insured events of the prior year

 

 

 

 

 

 

  Total payments

 

 

4,268

 

 

 

 

Net reserves at September 30,

 

$

200,970

 

 

$

 

(in thousands)

13


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

September 30,
2023

 

 

September 30,
2022

 

 

2024

 

 

2023

 

Net reserves at July 1,

 

$

143,147

 

 

$

 

Net reserves at January 1

 

$

266

 

 

$

 

Incurred loss and loss adjustment expenses

 

 

 

 

 

 

 

 

 

 

 

 

Provisions for insured events of the current year

 

 

57,823

 

 

 

 

 

 

5

 

 

 

84

 

Change in provision for insured events of prior year

 

 

 

 

 

 

 

 

89

 

 

 

 

Total incurred loss and loss adjustment expense

 

 

57,823

 

 

 

 

 

 

94

 

 

 

84

 

Payments

 

 

 

 

 

 

 

 

 

 

 

 

Loss and loss adjustment expenses attributable to insured events of the current year

 

 

 

 

 

 

 

 

5

 

 

 

 

Loss and loss adjustment expenses attributable to insured events of the prior year

 

 

 

 

 

 

 

 

119

 

 

 

 

Total payments

 

 

 

 

 

 

 

 

124

 

 

 

 

Net reserves at September 30,

 

$

200,970

 

 

$

 

Net reserves at March 31

 

$

236

 

 

$

84

 

 

For the three and nine month periods ended September 30, 2023, initial reserves were established for the start of the Company's captive operations.

NOTE 109 – REVENUE

Disaggregation of Revenue

The following tables illustrates the disaggregation of revenue by similar products:

For the three months period

 

September 30,
2023

 

 

September 30,
2022

 

TPA services

 

$

8,638,615

 

 

$

4,938,105

 

Captive insurance

 

 

90,537

 

 

 

 

Total

 

$

8,729,152

 

 

$

4,938,105

 

For the nine months period(in thousands)

 

September 30,
2023

 

 

September 30,
2022

 

 

March 31,
2024

 

 

March 31,
2023

 

TPA services

 

$

28,212,995

 

 

$

16,713,420

 

 

$

7,364

 

 

$

9,583

 

Captive insurance

 

 

235,181

 

 

 

 

 

 

21

 

 

 

89

 

Total

 

$

28,448,176

 

 

$

16,713,420

 

 

$

7,385

 

 

$

9,672

 

 

NOTE 1110 – SHARE-BASED COMPENSATION

Global Stock Incentive Plan

On May 31, 2022,2023, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s 2020 Global Incentive Plan (the “Plan”) by an additional 1,575,000500,000 shares, thus bringing the total number of stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) that may be issued pursuant to the Plan to 1,950,855.

On May 31, 2023, the shareholders of the Company approved the Company’s Board of Directors proposal to increase the Company’s Plan by an additional 500,000 shares, thus bringing the total number of stock options, RSUs and RSAs that may be issued pursuant to the Plan to 2,450,855.

 

14


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under the term of the Plan, on the grant date, the Board of Directors determines the vesting schedule of each stock option and RSUs on an individual basis. All stock options expire ten (10) years from the date of the grant. Vested options expire 90 days after the termination of employment of the grantee.

12


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Stock Options

There were no options granted for the three months ended March 31, 2024. The fair value of options and share awards granted under the Plan during the ninethree months ended September 30,March 31, 2023 was estimated at the date of grant using the Black-Scholes option pricing model and the following assumptions for grants:

 

 

August 2023

 

 

January 2023

 

Risk-free interest rates

 

 

4.44

%

 

 

3.43

%

Expected life

 

5 years

 

 

5 years

 

Expected volatility

 

 

136.99

%

 

 

41.00

%

Expected dividend yield

 

 

0.00

%

 

 

0.00

%

2023

Risk-free interest rates

3.43

%

Expected life

5 years

Expected volatility

41.00

%

Expected dividend yield

0.00

%

 

The following table summarizes the stock option activity:

 

 

 

 

 

 

 

 

Weighted Average

 

 

Aggregate

 

 

Number of

 

 

Weighted Average

 

 

Remaining

 

 

Intrinsic

 

 

Options

 

 

Exercise Price

 

 

Contractual Term

 

 

Value

 

Balance at January 1, 2023

 

 

931,934

 

 

$

5.88

 

 

 

8.91

 

 

$

203,295

 

Granted

 

 

717,250

 

 

 

2.56

 

 

 

 

 

 

 

Forfeited/Cancelled

 

 

(207,048

)

 

 

6.13

 

 

 

 

 

 

 

Exercised

 

 

(49,522

)

 

0.008

 

 

 

 

 

 

 

Balance at September 30, 2023

 

 

1,392,614

 

 

 

4.33

 

 

 

8.99

 

 

$

1,909

 

Exercisable at September 30, 2023

 

 

617,066

 

 

$

5.50

 

 

 

8.61

 

 

$

1,909

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

Weighted Average

 

 

Aggregate

 

 

Number of

 

 

Weighted Average

 

 

Remaining

 

 

Intrinsic

 

 

Options

 

 

Exercise Price

 

 

Contractual Term

 

 

Value

 

Balance at January 1, 2024

 

 

1,213,957

 

 

$

4.43

 

 

 

8.70

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited/Cancelled

 

 

(78,325

)

 

 

7.11

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2024

 

 

1,135,632

 

 

 

4.22

 

 

 

5.49

 

 

$

187

 

Exercisable at March 31, 2024

 

 

704,005

 

 

$

4.98

 

 

 

5.23

 

 

$

52

 

 

The following table summarizes the Company’s non-vested stock options:

 

 

 

 

 

Weighted-Average

 

 

 

 

 

Weighted-Average

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

Outstanding

 

 

Value

 

 

Outstanding

 

 

Value

 

At January 1, 2023

 

 

507,664

 

 

$

2.64

 

At January 1, 2024

 

 

506,522

 

 

$

1.67

 

Options granted

 

 

717,250

 

 

 

1.50

 

 

 

 

 

 

 

Options forfeited/cancelled

 

 

(155,306

)

 

 

2.39

 

 

 

(7,830

)

 

 

2.75

 

Options exercised

 

 

(9,554

)

 

 

5.42

 

 

 

 

 

 

 

Options vested

 

 

(284,506

)

 

 

1.85

 

 

 

(67,065

)

 

 

1.70

 

At September 30, 2023

 

 

775,548

 

 

$

1.71

 

At March 31, 2024

 

 

431,627

 

 

$

1.65

 

 

For the ninethree months ended September 30,March 31, 2024 and 2023, and 2022, the Company recognized $641,628121 thousand and $655,973216 of stock compensation expense relating to stock options, respectively. For the three months ended September 30, 2023 and 2022, the Company recognized $253,392 and $172,799thousand of stock compensation expense relating to stock options, respectively. As of September 30, 2023,March 31, 2024, there was $1,323,313696 thousand of unrecognized stock compensation expense related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 2.92.5 years.

 

Restricted Stock Awards

In July 2019, the Board of Directors of the Company authorized grants of restricted stock awards (“RSAs”)RSAs through a restricted stock award purchase agreement to certain founders, consultants, and advisors of the Company. Certain grants to the Company’s founders were fully vested at the date of incorporation, other grants vest over a four-year period on each anniversary of the grant date, based on continued employment, and other grants vest based on various milestones. The shares of common stock underlying the RSAs arewere issued upon grant.

15For the three months ended March 31, 2024 and 2023, the Company recognized $0 and $121 thousand of stock compensation expense relating to RSAs, respectively. As of March 31, 2024, there was $0 of unrecognized compensation expense related to unvested restricted share awards.

13


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the restricted stock awards activity:

 

 

 

 

 

Weighted-Average

 

 

 

 

 

 

Grant Date Fair

 

 

 

Outstanding

 

 

Value

 

Outstanding at January 1, 2023

 

 

55,735

 

 

$

5.92

 

Granted

 

 

 

 

 

 

Forfeited/cancelled

 

 

 

 

 

 

Vested

 

 

(54,517

)

 

 

5.85

 

Outstanding at September 30, 2023

 

 

1,218

 

 

$

8.53

 

For the nine months ended September 30, 2023 and 2022, the Company recognized $288,183 and $749,086 of stock compensation expense relating to RSAs, respectively. For the three months ended September 30, 2023 and 2022, the Company recognized $46,401 and $120,891 of stock compensation expense relating to RSAs, respectively. As of September 30, 2023, there was $24,447 of unrecognized compensation expense related to unvested restricted share awards that is expected to be recognized over a weighted-average period of approximately 3 months.

Restricted Stock Units

On June 14, 2022, the Board of Directors of the Company authorized the grant of 356,851 RSUs, of which 336,538 were granted to an officer of the Company who joined the Company in February 2022. Of the RSUs granted to the officer, 48,077 vested immediately and the balance of 288,461 vested in equal quarterly installments through February 28, 2023. Under the terms of the officer’s employment agreement, the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates.

On February 28, 2023, the Company issued 33,387 fully vested RSUs to an officer upon his one year anniversary of employment.

On August 2, 2023, the Company issued 28,090 fully vested RSUs to an officer.

On August 16, 2023, the Company issued 400,000 fully vested on September 7, 2023 RSUs to an advisor, the Company also agreed to guarantee the minimum value of the RSUs on their vesting dates. The Company accrued $548,450 in accounts payable in the condensed consolidated balance sheet, reflecting this minimum value obligation as of September 30, 2023, to be paid over three installments.

The following table summarizes the restricted stock units activity:

 

 

 

 

 

Weighted-Average

 

 

 

Non-vested Options

 

 

Grant Date Fair

 

 

 

Outstanding

 

 

Value

 

Outstanding at January 1, 2023

 

 

72,957

 

 

$

4.44

 

Granted

 

 

580,227

 

 

 

1.58

 

Forfeited/cancelled

 

 

(127,605

)

 

 

3.25

 

Vested

 

 

(525,579

)

 

 

1.57

 

Outstanding at September 30, 2023

 

 

 

 

$

 

 

Outstanding

 

 

Value

 

Outstanding at January 1, 2024

 

 

 

 

$

 

Granted

 

 

350,000

 

 

 

1.78

 

Forfeited/cancelled

 

 

 

 

 

 

Vested

 

 

(115,000

)

 

 

1.73

 

Outstanding at March 31, 2024

 

 

235,000

 

 

$

1.81

 

 

For the ninethree months ended September 30,March 31, 2024 and 2023, and 2022, the Company recognized $782,175440 thousand and $777,637286 of stock compensation expense relating to RSUs, respectively. For the three months ended September 30, 2023 and 2022, the Company recognized $421,819 and $337,351thousand of stock compensation expense relating to RSUs, respectively. As of September 30, 2023,March 31, 2024, there was $no2.6 million of unrecognized compensation expense remaining related to unvested restricted share units .units.

NOTE 1211 – WARRANTS

Upon closingThe Company has issued warrants as part of the Company's public offering (Note 16), the Company issued to the underwriter, warrants to purchase 92,500 shares of common stock (the “Underwriter’s Warrants”). The Underwriter’s Warrants are exercisable at a per share exercise price equal to

16


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

125% of the public offering price per share in the offering, which was determined to be $5.00. The Underwriter’s Warrants are exercisable at any time, in whole or in part, from October 19, 2023 through April 19, 2028.equity offerings and severance packages.

The table below summarizes the Company’s warrant activities:

 

 

Number of

 

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

 

Warrants to

 

 

Exercise Price

 

 

Weighted

 

 

Warrants to

 

 

Exercise Price

 

 

Weighted

 

 

Purchase Common

 

 

Range Per

 

 

Average

 

 

Purchase Common

 

 

Range Per

 

 

Average

 

 

Shares

 

 

Share

 

 

Exercise Price

 

 

Shares

 

 

Share

 

 

Exercise Price

 

Balance at January 1, 2024

 

 

644,718

 

 

$2.50 to 31.60

 

 

$

16.40

 

Granted

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Balance at March 31, 2024

 

 

644,718

 

 

$2.50 to 31.60

 

 

$

16.40

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2023

 

 

412,218

 

 

$5.72 to 31.60

 

 

$

23.68

 

 

 

412,218

 

 

$5.72 to 31.60

 

 

$

16.40

 

Granted

 

 

92,500

 

 

 

5.00

 

 

 

5.00

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2023

 

 

504,718

 

 

$5.00 to 31.60

 

 

$

20.25

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2022

 

 

412,218

 

 

$5.72 to 31.60

 

 

$

23.68

 

Granted

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

Balance at September 30, 2022

 

 

412,218

 

 

$5.72 to 31.60

 

 

$

23.68

 

Balance at March 31, 2023

 

 

412,218

 

 

$5.72 to 31.60

 

 

$

16.40

 

 

 

NOTE 1312 – SEGMENT INFORMATION

Research and development activities are conducted through the Company’s wholly owned subsidiary, EYME Technologies, Ltd., in Israel. Geographic long-lived asset information presented below is based on the physical location of the assets at the end of year. All of the Company’s revenues are derived from customers located in the United States.

Long-lived assets including goodwill, intangible assets, capitalized software, property and equipment and operating lease right-of-use, by geographic region, are as follows at:

 

 

September 30, 2023

 

 

December 31, 2022

 

United States

 

$

15,661,857

 

 

$

17,993,006

 

Israel

 

 

1,800,869

 

 

 

4,103,931

 

Total long-lived assets

 

$

17,462,726

 

 

$

22,096,937

 

(in thousands)

 

March 31, 2024

 

 

December 31, 2023

 

United States

 

$

11,493

 

 

$

12,015

 

Israel

 

 

801

 

 

 

1,291

 

Total long-lived assets

 

$

12,294

 

 

$

13,306

 

14


MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1413 – RELATED PARTY TRANSACTIONS

The Company receives consulting services and marketing services from various shareholders and directors. The total cost of these consulting services for the three months ended September 30,March 31, 2024, and 2023 and 2022 was approximately $0 and $44,000, respectively. The total cost of these consulting services for the nine months ended September 30, 2023 and 2022 was approximately $95,00052 and $158,000, respectively. The total cost of marketing services for the three months ended September 30, 2023 and 2022 was approximately $0 and $0, respectively. The total cost of marketing services for the nine months ended September 30, 2023 and 2022 was approximately $0 and $565,000,thousand, respectively. No amounts due to these certain shareholders were included in accounts payable of September 30, 2023March 31, 2024 and December 31, 2022.2023.

On December 30, 2020,In January 2024 and March 2024, the Company receivedentered into security purchase agreements with an advance from a certain investor for reimbursement of certain expenses. This is recorded as due to related party onentity controlled by the accompanying condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 in the amount of $0 and $3,201, respectively.Company's Chief Executive Officer (see Note 3).

17


MARPAI, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1514 – ACCRUED EXPENSES

Accrued expenses consisted of the following:

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

 

 

 

 

 

Employee compensation

 

$

1,597,212

 

 

$

1,433,327

 

Accrued bonuses

 

 

1,696,875

 

 

 

1,712,009

 

Performance guarantee liabilities

 

 

163,093

 

 

 

244,029

 

Other accrued expenses and liabilities

 

 

1,202,227

 

 

 

1,885,351

 

Accrued expenses

 

$

4,659,407

 

 

$

5,274,716

 

(in thousands)

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

 

 

Employee compensation

 

$

961

 

 

$

1,202

 

Accrued bonuses

 

 

526

 

 

 

178

 

Performance guarantee liabilities

 

 

202

 

 

 

165

 

Other accrued expenses and liabilities

 

 

1,387

 

 

 

1,271

 

Accrued expenses

 

$

3,076

 

 

$

2,816

 

 

NOTE 16 – STOCKHOLDERS’ (DEFICIT) EQUITY

On April 19, 2023, the Company closed its public offering of 1,850,000 shares of common stock at a public offering price of $4.00 per share, for gross proceeds of $7.4 million. After deducting underwriters' discounts and offering expenses, the net proceeds from the public offering were approximately $6.4 million. In accordance with the terms of the Maestro share purchase agreement (Note 5), $2,294,751 or 35% of the net proceeds from the offering were expected to be used to pay down the debt to the Seller. Based on an agreement reached with the Seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the Seller on July 19, 2023 and the balance will be paid no later than September 18, 2023. On September 18, 2023 Marpai paid the Seller $200,000 and the parties agreed that the balance of $947,376 will be paid at the earlier of (i) October 18, 2023, and (ii) within 48 hours of the closing of certain funding initiatives that Marpai was engaged in. On October 24 2023, the Seller agreed to change the aforementioned October 18, 2023 date to November 15 2023.

During the nine months ended September 30, 2023, the Company issued 25,000 shares of common stock to a vendor in consideration for services.

NOTE 17 – INCOME TAXES

The effective tax rate was 0% for the ninethree months ended September 30, 2023March 31, 2024 and 2022.2023. The effective tax rate differs from the federal tax rate of 21% for the ninethree months ended September 30,March 31, 2024 and 2023 and 2022 due primarily to the full valuation allowance on deferred tax assets, and other discrete items.

At December 31, 2022,2023, the Company had federal and state net operating losses (“NOLs”) in the amount of approximately $29,547,00048.2 million and $26,649,00039.7 respectively. Thesemillion. While the federal NOLs expire from 2031 to 2041 or have indefinite lives. However,carryforward indefinitely, the Tax Cuts & Jobs Act of 2017 limits the amount of federal net operating loss the Company can utilizeutilized each year after December 31, 2020, to 80% of taxable income. The state NOLs start expiring in 2031.

Income tax expense is recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between amounts reported for income tax purposes and financial statement purposes, using current tax rates. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset will not be realized. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent that the Company believes that recovery is not likely, it must establish a valuation allowance. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets.

The Company and its subsidiaries’ income tax returns since 2019 are openremain subject to reviewexamination by the tax authorities.jurisdictions.

NOTE 16 – LITIGATION AND LOSS CONTINGENCIES

On August 16, 2022,From time to time, the U.S.Company may be subject to other legal proceedings, claims, investigations, and government enactedinquiries (collectively, legal proceedings) in the Inflation Reduction Actordinary course of 2022 (the “Inflation Reduction Act") that includes,business. It may receive claims from third parties asserting, among other provisions, changes tothings, infringement of their intellectual property rights, defamation, labor and employment rights, privacy, and contractual rights. There are no currently pending legal proceedings that the U.S. corporate income tax system, includingCompany believes will have a fifteen percent minimum tax basedmaterial adverse impact on "adjustedthe Company’s business or condensed consolidated financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022. The Company is continuing to evaluate the Inflation Reduction Act and its requirements, as well as the application to its business.statements.

1815


 

MARPAI, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1817 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the unaudited condensed consolidated financial statements were available for issuance.

On April 15, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers that are parties thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”). Pursuant to the Purchase Agreement, the Company agreed to sell to the Purchasers Senior Secured Convertible Debentures (the “Debentures”) in an aggregate principal amount of $11.8 million, for a total purchase price of $11.0 million. The Purchase Agreement contains customary representations, warranties and covenants. The transactions contemplated by the Purchase Agreement were consummated on April 15, 2024 (the “Closing Date”). On April 15, 2024, the Company received the first $6 million.

As of March 31, 2024, approximately $1.6 million was due to Libertas, which is included in other short-term liabilities on the condensed consolidated balance sheet. In April 2024, the balance was paid to Libertas.

On May 6, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved the Company's 2024 Global Stock Incentive Plan and the amendment to the Company's Certificate of Incorporation to include 2,000,000 shares of preferred stock.

 

1916


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MARPAI, INC.

As used in this report, the terms “we”, “us”, “our”, the “Company”, and “Marpai” mean Marpai, Inc., and our wholly owned subsidiaries, Marpai Captive, Marpai Administrators, Maestro Health, and Marpai Health and its wholly owned Israeli subsidiary EYME Technologies, Ltd. (“EYME”), unless otherwise indicated or required by the context.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements other than statements of historical fact included in this Form 10‑Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performances, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performances or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Part II, Item 1A of this Quarterly report and the Risk Factors section of our Annual Report on Form 10-K, filed on March 29, 202326, 2024 with the SEC.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10‑Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Nasdaq Deficiency Letters

OnAs we previously disclosed, on May 31, 2023, we received a notification letter (the “Notice”Nasdaq Listing Qualifications staff (“Staff”) from The Nasdaq Capital Market LLC (“Nasdaq”) advisingnotified us that for the last 30 consecutive business days preceding the datemarket value of the Notice, our Market Value of Listed Securitieslisted securities (“MVLS”) has beenwas below the minimum of $35,000,000$35.0 million required for continued listing on Nasdaq pursuant to Nasdaqas set forth in Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we havewere provided 180 calendar days, or until November 27, 2023, to regain compliancecompliance. On November 28, 2023, the Staff notified us that it had determined to delist us as we did not comply with the MVLS Requirement (the “Compliance Period”). Our securities will continuerequirement for listing on Nasdaq. On November 29, 2023, we requested a hearing. A hearing on the matter was held on February 22, 2024, where we presented our compliance plan. Subject to trade on Nasdaq duringour meeting certain requirements by March 31, 2024, the Compliance Period. To regain compliance, our securities must trade at or above a level such that the Company’s MVLS closes at or above $35,000,000 for a minimum of ten consecutive business days during the Compliance Period, or we must meet another listing standard as required under Nasdaq rules. If we do not regain compliance by November 27, 2023 (or the second compliance period, if applicable), then Nasdaq staff will provide written notice toHearings Panel granted us that our securities are subject to delisting. At that time, we may appeal the delisting determination to a Hearings Panel. We intend to monitor its MVLS and may, if appropriate, consider implementing available optionsan extension until May 28, 2024, to regain compliance with the MVLS Requirement.requirement or satisfy any of the alternative requirements in Listing Rule 5550(b).

On October 6, 2023, we received a notification letter from Nasdaq indicating that we did not satisfyNotwithstanding the requirement for continued listing on the Nasdaq Capital Market under the Bid Price Requirement. We became deficient with Rule 5550(a)(2) as of October 6, 2023, as the closing bid price of our common stock was less than $1.00 per share for 30 consecutive business days prior to the date of the notice.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 days, or until April 3, 2024, to comply with the Bid Price Requirement by maintaining a closing bid price of at least $1.00 per share for at least 10 consecutive business days during this 180 day period. In the event that we do not regain compliance within this 180 day period, we may be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provide written notice to Nasdaq of our intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary.

20


We intend to monitor the closing bid price of our common stock and consider our available options in the event that the closing bid price of our common stock remains below $1.00 per share. Thereforegoing, there can be no assurance that we will be able to meet these deadlines or ultimately regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements.all applicable requirements for continued listing.

Overview

We were formed asare a Delaware corporation on January 22, 2021,national technology-driven healthcare third party administration (“TPA”), which uses AI and data analytics combined with the intentioncost containment programs to facilitate an initial public offeringhelp our Clients lower their cost of healthcare by enabling better health outcomes for their employees and other related transactions in order to carry on the business of two healthcare entities, Marpai Health and Marpai Administrators. We acquired Maestro on November 1, 2022 to increase the capacity to service the heath industry. Marpai Inc.’sfamilies. Our mission is to positively change healthcare for the benefit of (i) our clientsClients who are self-insured employers that pay for their employees’ healthcare benefits and engage the Companyus to administer the latter’s healthcare claims, and we refer to whom the Company refersthem as our “Clients”;, (ii) employees and their family members who receive these healthcare benefits from its clients, to whomour Clients, and we refer to them as our “Members”, and (iii) healthcare providers including, doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products, to whomand we refer to them as “Providers”. Our mission is to positively changethe “Providers.” We provide affordable, intelligent, healthcare programs for the benefit of Clients, Members and Providers.self-insured employers in

Our company is 17


the combination of Marpai Health, Inc., Marpai Administrators,U.S. We provide administrative services, and Maestro. Marpai Administrators and Maestro are our healthcare payer subsidiaries that provides administration servicesact as TPA to self-insured employer groups across the United States. They actemployers who provide healthcare benefits to their employees. Most of our Clients are small and medium-sized companies as a TPA handling all administrative aspects of providing healthcare to self-insured employer groups. We have combined these three businesses to create what we believe to be the Payer of the Future, which has not only the licenses, processes and know- how of a payer but also the latest technology. This combination allows us to differentiate in the TPA market by delivering a technology-driven service that we believe can lower the overall cost of healthcare while maintaining or improving healthcare outcomes. Marpai Captive was founded in March 2022well as a Delaware corporation. Marpai Captive engages in the captive insurance market and commenced operations in the first quarter of 2023.local government entities.

After the acquisition of Maestro, we commenced an integration project that combines the operations of Marpai Administrators and Maestro. We expect to complete the integration of the two businesses in 2023 and they will then operate as one business.

Representation in the Financial Statements of Marpai, Inc.

The unaudited condensed consolidated financial statements of Marpai, Inc and the discussion of the results of its operations in this quarterly report, reflect the results of the operations of Marpai Health (and its subsidiary EYME) for all periods presented, the results of Maestro since its acquisition on November 1, 2022 and the results of Marpai Captive since January 1, 2023.presented. The results for the three months and nine months ended September 30, 2023,March 31, 2024, as applicable, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

We also continue to monitor the effects of the global macroeconomic environment, including increasing inflationary pressures, supply chain disruptions, social and political issues, regulatory matters, geopolitical tensions, and global security issues. We are also mindful of inflationary pressures on our cost base and are monitoring the impact on customer preferences.

21


2024.

Results of Operations

Comparison of the Three and Nine Months Ended September 30,March 31, 2024 and 2023 and 2022

The following tables set forth our consolidated results of operations for the periods indicated.

 

 

Three Months Ended September 30,

 

 

2023

 

 

2022

 

 

Change

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

8,729,152

 

 

$

4,938,105

 

 

$

3,791,047

 

 

 

76.8

%

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and
   amortization shown separately below)

 

 

5,691,278

 

 

 

3,625,415

 

 

 

2,065,863

 

 

 

57.0

%

General and administrative

 

 

4,986,185

 

 

 

2,717,905

 

 

 

2,268,280

 

 

 

83.5

%

Sales and marketing

 

 

1,842,018

 

 

 

1,053,814

 

 

 

788,204

 

 

 

74.8

%

Information technology

 

 

1,269,088

 

 

 

1,538,136

 

 

 

(269,048

)

 

 

(17.5

)%

Research and development

 

 

267,269

 

 

 

781,750

 

 

 

(514,481

)

 

 

(65.8

)%

Depreciation and amortization

 

 

927,390

 

 

 

842,047

 

 

 

85,343

 

 

 

10.1

%

Loss on disposal of assets

 

 

6,604

 

 

 

 

 

 

6,604

 

 

 

 

Facilities

 

 

767,603

 

 

 

193,494

 

 

 

574,109

 

 

 

296.7

%

Total costs and expenses

 

 

15,757,435

 

 

 

10,752,561

 

 

 

(5,004,874

)

 

 

(46.5

)%

Operating loss

 

 

(7,028,283

)

 

 

(5,814,456

)

 

 

1,213,827

 

 

 

(20.9

)%

Other income and (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

130,453

 

 

 

56,274

 

 

 

74,179

 

 

 

131.8

%

Interest expense

 

 

(383,756

)

 

 

(2,908

)

 

 

(380,848

)

 

 

13,096.6

%

Foreign exchange gain (loss)

 

 

(13,794

)

 

 

(18,770

)

 

 

4,976

 

 

 

(26.5

)%

Total other income (expense)

 

 

(267,097

)

 

 

34,596

 

 

 

301,693

 

 

 

872.0

%

Loss before income taxes

 

 

(7,295,380

)

 

 

(5,779,860

)

 

 

1,515,520

 

 

 

(26.2

)%

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(7,295,380

)

 

 

(5,779,860

)

 

 

1,515,520

 

 

 

(26.2

)%

Net loss per share, basic and fully diluted

 

 

(0.98

)

 

 

(1.14

)

 

 

(0.16

)

 

 

14.2

%

(dollars in thousands)

 

Nine Months Ended September 30,

 

 

2023

 

 

2022

 

 

Change

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

28,448,176

 

 

$

16,713,420

 

 

$

11,734,756

 

 

 

70.2

%

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and
   amortization shown separately below)

 

 

18,529,768

 

 

 

12,323,770

 

 

 

6,205,998

 

 

 

50.4

%

General and administrative

 

 

15,937,675

 

 

 

7,940,014

 

 

 

7,997,661

 

 

 

100.7

%

Sales and marketing

 

 

5,494,446

 

 

 

4,829,718

 

 

 

664,728

 

 

 

13.8

%

Information technology

 

 

4,775,340

 

 

 

3,862,142

 

 

 

913,198

 

 

 

23.6

%

Research and development

 

 

1,290,910

 

 

 

2,684,014

 

 

 

(1,393,104

)

 

 

(51.9

)%

Depreciation and amortization

 

 

2,973,972

 

 

 

2,443,856

 

 

 

530,116

 

 

 

21.69

%

Loss on disposal of assets

 

 

350,192

 

 

 

60,471

 

 

 

289,721

 

 

 

479.1

%

Facilities

 

 

1,917,628

 

 

 

586,430

 

 

 

1,331,198

 

 

 

227.0

%

Total costs and expenses

 

 

51,269,931

 

 

 

34,730,415

 

 

 

(16,539,516

)

 

 

(47.6

)%

Operating loss

 

 

(22,821,755

)

 

 

(18,016,995

)

 

 

4,804,760

 

 

 

(26.7

)%

Other income and (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

231,357

 

 

 

95,565

 

 

 

135,792

 

 

 

142.1

%

Interest expense, net

 

 

(1,102,045

)

 

 

(7,415

)

 

 

(1,094,630

)

 

 

14762.4

%

Foreign exchange (loss) gain

 

 

(32,407

)

 

 

(5,461

)

 

 

(26,946

)

 

 

493.4

%

Total other (expense) income

 

 

(903,095

)

 

 

82,689

 

 

 

(985,784

)

 

 

(1192.2

)%

Loss before income taxes

 

 

(23,724,850

)

 

 

(17,934,306

)

 

 

(5,790,544

)

 

 

32.3

%

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(23,724,850

)

 

 

(17,934,306

)

 

 

(5,790,544

)

 

 

32.3

%

Net loss per share, basic and fully diluted

 

 

(3.62

)

 

 

(3.58

)

 

 

(0.04

)

 

 

1.0

%

22


 

Three Months Ended March 31,

 

 

2024

 

 

2023

 

 

Change

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

7,385

 

 

$

9,672

 

 

$

(2,287

)

 

 

(23.6

)%

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and
   amortization shown separately below)

 

 

4,871

 

 

 

6,409

 

 

 

(1,538

)

 

 

(24.0

)%

General and administrative

 

 

3,421

 

 

 

5,226

 

 

 

(1,805

)

 

 

(34.5

)%

Sales and marketing

 

 

602

 

 

 

2,179

 

 

 

(1,577

)

 

 

(72.4

)%

Information technology

 

 

1,124

 

 

 

2,187

 

 

 

(1,063

)

 

 

(48.6

)%

Research and development

 

 

7

 

 

 

500

 

 

 

(493

)

 

 

(98.6

)%

Depreciation and amortization

 

 

951

 

 

 

1,044

 

 

 

(93

)

 

 

(8.9

)%

Facilities

 

 

474

 

 

 

650

 

 

 

(176

)

 

 

(27.1

)%

Total costs and expenses

 

 

11,450

 

 

 

18,195

 

 

 

(6,745

)

 

 

(37.1

)%

Operating loss

 

 

(4,065

)

 

 

(8,523

)

 

 

4,458

 

 

 

(52.3

)%

Other income and (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

120

 

 

 

50

 

 

 

70

 

 

 

140.0

%

Interest expense

 

 

(398

)

 

 

(385

)

 

 

(13

)

 

 

3.4

%

Foreign exchange loss

 

 

(3

)

 

 

(15

)

 

 

12

 

 

 

(80.0

)%

Total other expense

 

 

(281

)

 

 

(350

)

 

 

69

 

 

 

(19.7

)%

Loss before income taxes

 

 

(4,346

)

 

 

(8,873

)

 

 

4,527

 

 

 

(51.0

)%

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,346

)

 

$

(8,873

)

 

$

4,527

 

 

 

(51.0

)%

Net loss per share, basic and fully diluted

 

$

(0.46

)

 

$

(1.68

)

 

$

1.22

 

 

 

(72.4

)%

 

 

Comparison of the Three and Nine Months Ended September 30,March 31, 2024 and 2023 and 2022

Revenues and Cost of Revenue

During the three months ended September 30,March 31, 2024 and 2023, and 2022, our total revenue was $8,729,152$7.4 million and $4,938,105,$9.7 million, respectively, representing an increasea decrease in revenue of $3,791,047.$2.3 million. The main reason for the increase in revenues wasdecline is primarily due to thecustomer turnover. The market is evolving, and we are adapting our approach to better serve our customers' needs. While we have seen some customer turnover, we're confident that our new initiatives will lead to long-term revenue generated by Maestro amounting to $4,446,257 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), and new services offered to existing clients, amounting to $149,365, partially offset by a decline of $958,672 in revenue due to the termination by the Company, effective September 2022, of a contract with a client that failed to meet its contractual obligations.

During the nine months ended September 30, 2023 and 2022, our total revenue was $28,448,176 and $16,713,420, respectively, representing an increase in revenue of $11,734,756. The main reason for the increase in revenues was due to the revenue generated by Maestro amounting to $15,157,941 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), and new services offered to existing clients amounting to $149,365, partially offset by a decline of $3,738,447 in revenue due to the termination by the Company, effective September 2022, of a contract with a client that failed to meet its contractual obligations.growth.

Total revenues consist of fees that we charge our customers in consideration for administering their self-insured healthcare plans as well as fees that we receive for ancillary services such as care management, case management, cost containment services, and other services provided to our customers by us or other vendors.

During the three months ended September 30,March 31, 2024 and 2023, and 2022, our cost of revenue exclusive of depreciation and amortization was $5,691,278$4.9 million and $3,625,415,$6.4 million, respectively, representing an increasea decrease of $2,065,863. The main reason for$1.5 million, in line with the increasedecrease in the cost of revenue was due to the cost of revenue generated by Maestro amounting to $2,437,535(which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), and increased computer and telephone costs of $268,416 due to vendor alignment between Maestro and Marpai, partially offset by the reduction in the cost of revenues amounting to $696,006 relating to the termination of the customer contract described above.revenue.

During the nine months ended September 30, 2023 and 2022, our cost of revenue exclusive of depreciation and amortization was $18,529,768 and $12,323,770, respectively, representing an increase of $6,205,998. The main reason for the increase in the cost of revenue was due to the cost of revenue generated by Maestro amounting to $7,976,153 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), increased computer and telephone costs of $857,297 due to vendor alignment between Maestro and Marpai, partially offset by the reduction in the cost of revenues amounting to $2,841,477 relating to the termination of the customer contract described above.18


Total cost of revenues consists of (i) service fees, which primarily include vendor fees associated with the client’s benefit program selections, (ii) the direct labor cost associated with claim management and processing services, and (iii) direct labor costs associated with providing customer support and services to the clients, members, and other external stakeholders.

General and Administrative Expenses

We incurred $3.4 million of general and administrative expenses for the three months ended March 31, 2024 compared to $5.2 million for the three months ended March 31, 2023, a decrease of $1.8 million. The reason for the decrease is due to (i) the actions taken throughout 2023 to aligning the two TPA companies into one amounting to approximately $1.4 million in savings and, (ii) the elimination of non-value added services amounting to approximately $225 thousand in savings.

Sales and Marketing Expenses

We incurred $602 thousand of sales and marketing expenses for the three months ended March 31, 2024 compared to $2.2 million for the three months ended March 31, 2023, a decrease of $1.6 million. The reason for the decrease is due to the actions taken throughout 2023 to aligning the two TPA companies into one amounting to approximately $1.6 million in savings.

Information Technology Expenses

We incurred $1.1 million of information technology expenses for the three months ended March 31, 2024 compared to $2.2 million for the three months ended March 31, 2023, a decrease of $1.1 million. The reason for the decrease is due to the actions taken throughout 2023 to aligning the two TPA companies into one amounting to approximately $1.0 million in savings.

Research and Development Expenses

We incurred $267,269$7 thousand of research and development expenses for the three months ended September 30, 2023March 31, 2024 compared to $781,750$500 thousand for the three months ended September 30, 2022,March 31, 2023, a decrease of $514,481.$493 thousand. The decrease is attributable to (i) decreased expenditures in EYMEadapting our approach to better serve our customers' needs by elimination of non-value added development projects amounting to approximately $423,168, associated primarily with a lower number of research and development employees in the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, (ii) a decrease in employee stock based compensation of $47,598, and (iii) in 2022, the President of Production and Development’s time was split and allocated with $138,911 being included in research and development expenses, but no allocation was made for research and development in 2023 due to change in the President of Production and Development’s job responsibilities.

We incurred $1,290,910 of research and development expenses for the nine months ended September 30, 2023 compared to $2,684,014 for the nine months ended September 30, 2022, a decrease of $1,393,104. The decrease is attributable to (i) decreased expenditures in EYME amounting to approximately $675,030, associated primarily with a lower number of research and development employees in the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, (ii) a decrease in employee stock based compensation of $268,950, and (iii) in 2022, the President of Production and Development’s time was split and allocated with

23


$449,124 being included in research and development expenses, but no allocation was made for research and development in 2023 due to change in the President of Production and Development’s job responsibilities.

General and Administrative Expenses

We incurred $4,986,185 of general and administrative expenses for the three months ended September 30, 2023 compared to $2,717,905 for the three months ended September 30, 2022, an increase of $2,268,280. The reason for the increase is due to (i) general and administrative expenses generated by Maestro amounting to $1,651,433 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) an increase in legal and professional fees expenses of $95,446 due to exploration of equity issuance and capital raising initiatives and additional audit services, and (iii) an increase in Marpai Administrators’ employee cost of approximately $450,000 severance and expanded leadership.

We incurred $15,937,675 of general and administrative expenses for the nine months ended September 30, 2023 compared to $7,940,014 for the nine months ended September 30, 2022, an increase of $7,997,661. The reason for the increase is due to (i) general and administrative expenses generated by Maestro amounting to $6,240,737 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) an increase in legal and professional fees expenses of $358,713 due to exploration of equity issuance and capital raising initiatives and additional audit services, and (iii) an increase in Marpai Administrators’ employee cost of approximately $1,550,000 severance and expanded leadership.

Sales and Marketing Expenses

We incurred $1,842,018 of sales and marketing expenses for the three months ended September 30, 2023 compared to $1,053,814 for the three months ended September 30, 2022, an increase of $788,204. This increase was primarily due to (i) sales and marketing expenses generated by Maestro amounting to $116,990 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) increased expenditures amounting to approximately $338,000, associated with severance expenses and increased employee cost, and (iii) an increase in consulting and contract employee expenses amounting to $438,013, all partially offset by reduction in outside marketing cost of $244,520.

We incurred $5,494,446 of sales and marketing expenses for the nine months ended September 30, 2023 compared to $4,829,718 for the nine months ended September 30, 2022, an increase of $664,728. This increase was primarily due to (i) sales and marketing expenses generated by Maestro amounting to $968,563 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), (ii) increased expenditures amounting to approximately $456,000, associated with severance expenses and increased employee cost, (iii) an increase in consulting and contract employee expenses amounting to $606,638, and (iv) increased stock compensation of $373,676, all partially offset by reduction in outside marketing cost of $244,520.

Information Technology Expenses

We incurred $1,269,088 of information technology expenses for the three months ended September 30, 2023 compared to $1,538,136 for the three months ended September 30, 2022, a decrease of $269,048. This decrease was primarily due to information technology expenses generated by Maestro amounting to $474,365 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), offset by employee reassignment due to department reorganization of approximately $530,000, and (ii) the allocation in 2022 of the President of Production and Development’s time of $138,911 being included in information technology expenses but no allocation was made to information technology in 2023.

We incurred $4,775,340 of information technology expenses for the nine months ended September 30, 2023 compared to $3,862,142 for the nine months ended September 30, 2022, an increase of $913,198. This increase was primarily due to information technology expenses generated by Maestro amounting to $2,157,881 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022), offset by employee reassignment due to department reorganization of approximately $335,000, (ii) the allocation in 2022 of the President of Production and Development’s time of $449,125 being included in information technology expenses but no allocation was made to information technology in 2023, and (iii) decreased computer and telephone costs of $373,291 due to vendor alignment between Maestro and Marpai.$493 thousand.

Depreciation and Amortization

We incurred $927,390$1.0 million of depreciation and amortization expenses for the three months ended September 30, 2023March 31, 2024 compared to $842,047$1.0 million for the three months ended September 30, 2022, an increaseMarch 31, 2023, a decrease of $85,343.$93 thousand. This increasedecrease was primarily due to (i) depreciation and amortization expense generated by Maestro amounting to $114,336 (which were not included in the operating results of the Company

24


prior to its acquisition on November 1, 2022), and (ii) partially offset by a reduction by approximately $29,000$122 thousand in the depreciation of assets that were disposed of during the current year.

We incurred $2,973,972 of depreciation and amortization expenses forprior year, partially offset by the nine months ended September 30, 2023 compared to $2,443,856 for the nine months ended September 30, 2022, an increase of $530,116 . This increase was primarily due to (i) depreciation and amortization expense generated by Maestronew patents placed into service during 2024 amounting to $526,454 (which were not included in the operating results of the Company prior to its acquisition on November 1, 2022).

Loss on Disposal of Assets

We incurred $6,604 of loss on disposal of assets for the three months ended September 30, 2023 compared to $0 for the three months ended September 30, 2022, an increase of $6,604. This increase was primarily due to disposal of furniture assets that were no longer needed as the lease terms ended.

We incurred $350,192 of loss on disposal of assets for the nine months ended September 30, 2023 compared to $60,471 for the nine months ended September 30, 2022, an increase of $289,721. This increase was primarily due to disposal of furniture and leasehold improvement assets that were no longer needed as the lease terms ended.approximately $33 thousand.

Interest Expense, net

We incurred $383,756$398 thousand of interest expense for the three months ended September 30, 2023March 31, 2024 compared to $2,908$385 thousand for the three months ended September 30, 2022,March 31, 2023, an increase of $380,848.$13 thousand. Interest expense increased primarily due to the debt to Libertas Funding LLC (“Libertas”) which was offset by the decrease in interest accrued on outstanding debt relatingdue to AXA S.A., a French société anonyme (“AXA”) for the acquisition of Maestro which closed on November 1, 2022.

We incurred $1,102,045 of interest expense for the nine months ended September 30, 2023 compared to $7,415 for the nine months ended September 30, 2022, an increase of $1,094,630. Interest expense increased primarily due to the interest accrued on outstanding debt relating to the acquisition of Maestro which closed on November 1, 2022.being partially paid down in 2023.

Liquidity and Capital Resources

As of September 30, 2023, the CompanyMarch 31, 2024, we had an accumulated deficit of approximately $71.7$81.1 million, unrestricted cash and cash equivalents of approximately $3.0 million$851 thousand and negative working capital of approximately $3.6 million. For the ninethree months ended September 30, 2023, the CompanyMarch 31, 2024, we recognized a net loss of approximately $23.7$4.3 million and negative cash flows from operations of approximately $15.3$3.6 million.

The Company hasWe have spent most of itsour cash resources on funding itsour operating activities. Through September 30, 2023, the Company hasMarch 31, 2024, we have financed itsour operations primarily with the proceeds from the issuance of convertible promissory notes and warrants as well as sales of itsour equity securities.

On April 19, 2023,January 16, 2024, we closedentered into a public offeringsecurities purchase agreement (the “Second SPA”) with certain insiders consisting of 1,850,000HillCour Investment Fund, LLC (“HillCour”), an entity controlled by our Chief Executive Officer, our Chairman, and one of our directors, pursuant to which we agreed to issue and sell 1,322,100 shares of common stockCommon Stock in a private placement, at a public offeringpurchase price of $4.00$0.9201 per share for gross proceeds(or the consolidated closing bid price of $7.4 million. After deducting underwriters' discounts and offering expenses,our Common Stock on Nasdaq as of January 16, 2024). The securities issued in the net proceedsSecond SPA are exempt from the public offeringregistration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant

19


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.

On February 5, 2024, we entered into an Agreement of Sale of Future Receipts (the “Libertas Agreement”) with Libertas to sell future receipts totaling $2.2 million for a purchase price of $1.7 million. The sold amount of future receipts is to be delivered weekly to Libertas at predetermined amounts over a period of nine months. The Libertas Agreement contains an early delivery discount fee for delivering the future receivables before the end of the contract term and an origination fee. Our Chief Executive Officer provided a guarantee for the funding agreement through various entities the Chief Executive Officer controls.

On March 7, 2024, we entered into a securities purchase agreement with HillCour, pursuant to which we agreed to issue and sell 910,000 shares of Common Stock in a private placement, at a purchase price of $1.65 per share (or the consolidated closing bid price of out Common Stock on Nasdaq as of March 7, 2024).

On April 15, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the purchasers that are parties thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Purchasers (the “Agent”). Pursuant to the Purchase Agreement, we agreed to sell to the Purchasers Senior Secured Convertible Debentures (the “Debentures”) in an aggregate principal amount of $11.8 million, for a total purchase price of $11.0 million. The Purchase Agreement contains customary representations, warranties and covenants. The transactions contemplated by the Purchase Agreement were approximately $6.4 million.consummated on April 15, 2024 (the “Closing Date”). The Debentures bear interest at a rate equal to the prime interest rate plus 5.75% per annum (subject to increase upon the occurrence and continuance of an Event of Default (as defined in the Debentures), require monthly principal payments of $140 thousand beginning on October 15, 2024, have a maturity date of April 15, 2027 and are convertible, in whole or in part, at any time after their issuance date at the option of the Purchasers, into shares of our Common Stock at a conversion price equal to $3.00 per share (the “Conversion Price”), subject to adjustment as set forth in the Debentures. The Conversion Price of the Debentures is subject to anti-dilution protection upon subsequent equity issuances, subject to certain exceptions, provided that the Conversion Price shall not be adjusted to a price less than $2.23 per share, the closing price of our Common Stock on The Nasdaq Stock Market LLC on the day immediately preceding the Closing Date. In accordanceaddition, at any time within sixty days after the Closing Date, and provided that $5.0 million remains on deposit in a certain blocked account, the Company may elect to redeem up to an aggregate of $5.0 million of the Debentures.

In connection with the termsPurchase Agreement, on April 15, 2024, we, certain of our domestic subsidiaries (“Subsidiary Debtors”), the Purchasers and the Agent entered into a Security Agreement (the “Security Agreement”), pursuant to which we and the Subsidiary Debtors granted to the Agent, for the benefit of the Maestro share purchase agreement, $2,294,751 or 35%Purchasers, to secure our and the Subsidiary Debtors’ obligations under the Purchase Agreement, the Debentures and the other transaction documents, first priority liens on certain assets (the “Collateral”), in each case subject to permitted liens described in the Security Agreement. In addition, on April 15, 2024, certain of our domestic subsidiaries, our Chairman and Chief Executive Officer, and Hillcour (collectively, the “Guarantors”) entered into Guarantees, pursuant to which they guaranteed all our obligations and each Guarantor under the Purchase Agreement, the Debentures and the other transaction documents.

In connection with the Purchase Agreement, on April 15, 2024, we and the Purchasers entered into a Registration Rights Agreement, pursuant to which we are obligated to register the shares of our Common Stock issuable upon exercise of the net proceeds fromDebentures by May 30, 2024 (the “Registration Deadline”). If we fail to meet the offering were expectedRegistration Deadline or maintain the effectiveness of the Registration Statement for the required effectiveness period, subject to certain permitted exceptions, we will be usedrequired to pay down the debtliquidated damages to the Seller. Based on an agreement reachedPurchasers. We also agreed, among other things, to indemnify the selling holders under the Registration Statement from certain liabilities and to pay all fees and expenses incident to our performance of or compliance with the
Seller on July 18, 2023, 50% of the amount due or $1,147,376 was paid to the Seller on July 19, $200,000 was paid to the Seller on September 18, 2023, and the balance will be paid no later than November 15, 2023.
Registration Rights Agreement.

Management continues to evaluate additional funding alternatives and is seeking to raise additional funds through the issuance of equity or debt securities.

If we are unable to raise additional capital moving forward, our ability to operate in the normal course and continue to invest in its product portfolio may be materially and adversely impacted and we may be forced to scale back operations or divest some or all of our assets.

As a result of the above, in connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that our liquidity condition raises substantial doubt about our ability to continue as a going concern through twelve months from the date these condensed consolidated financial statements are available to be issued. These

25


The condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

20


Cash Flows

The following tables summarizes selected information about our sources and uses of cash and cash equivalents for the ninethree months ended September 30, 2023March 31, 2024 and 2022:2023:

Comparison of the NineThree Months Ended September 30,March 31, 2024 and 2023 and 2022

(in thousands)

 

Nine Months Ended September 30,

 

 

Three Months Ended March 31,

 

 

2023

 

 

2022

 

 

2024

 

 

2023

 

Net cash used in operating activities

 

$

(15,324,191

)

 

$

(15,339,217

)

 

$

(3,585

)

 

$

(6,541

)

Net cash provided by (used in) investing activities

 

 

26,914

 

 

 

(880,032

)

Net cash provided by investing activities

 

 

 

 

 

3

 

Net cash provided by financing activities

 

 

6,432,025

 

 

 

 

 

 

3,705

 

 

 

 

Net decrease in cash and cash equivalents and restricted cash

 

$

(8,865,252

)

 

$

(16,219,249

)

Net increase (decrease) in cash and cash equivalents and restricted cash

 

$

120

 

 

$

(6,538

)

 

Net Cash Used in Operating Activities

Net cash used in operating activities totaled $15,324,191$3.6 million for the ninethree months ended September 30, 2023,March 31, 2024, a decrease of $15,026$3.0 million as compared to $15,339,217$6.5 million for the ninethree months ended September 30, 2022.March 31, 2023. The primary reason for the decrease was the reduction in our net loss from prior year. Net cash used in operating activities was primarily driven by our net loss for the period of $23,724,849$4.3 million, net of (i) non-cash items totaling $7,766,078$2.0 million and (ii) a decrease in net working capital items amounting to $634,580.$1.2 million.

Net Cash Provided by (Used in) Investing Activities

A total of $26,914$0 was provided by investing activities in the ninethree months ended September 30, 2023,March 31, 2024 a decrease of $906,946$3 thousand as compared to $880,032 in cash used in investing activities$3 thousand for the ninethree months ended September 30, 2022.March 31, 2023. The primary reason for the decline is the decline in the capitalizationdecrease was no disposal of software development costs.property and equipment.

Net Cash Provided by Financing Activities

A total of $6,432,025$3.7 million was received from financing activities during the ninethree months ended September 30, 2023, comprisingMarch 31, 2024, an increase of $3.7 million compared to $0 for the three months ended March 31, 2023. The increase is comprised of net proceeds provided from a public offeringprivate offerings of common stock of $6,431,612 and $413 provided$2.7 million, net proceeds from the exercisingsale of stock options.accounts receivable of $1.4 million offset by the repayment of the AXA loan of $474 thousand and payments to Libertas of $57 thousand.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the applicable periods. We evaluate our estimates, assumptions and judgments on an ongoing basis. Our estimates, assumptions and judgments are based on historical experience and various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our condensed consolidated financial statements, which, in turn, could change the results from those reported.

See Note 4 to our condensed consolidated financial statements included in this Form 10-Q for a description of the significant accounting policies that we use to prepare our consolidated financial statements.

New Accounting Pronouncements

We have considered recently issued accounting pronouncements and do not believe the adoption of such pronouncements will have a material impact on our condensed consolidated financial statements.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income,” and a one percent excise tax on net repurchases of stock after December 31, 2022.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign exchange risk

The cash generated from revenue is denominated in U.S. Dollars. Our expenses are generally denominated in the currencies of the jurisdictions in which we conduct our operations, which are in the United States and Israel. Our results of current and future operations and cash flows are therefore subject to fluctuations due to changes in the exchange rate of the New Israeli Shekel (NIS). The effect of a hypothetical 10% change in the exchange rate of the NIS versus the U.S. Dollar would not have had a material impact on our historical condensed consolidated financial statements for the ninethree months ended September 30, 2023.March 31, 2024. To date we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes or is expected to become more significant.

Interest rate risk

We had cash and cash equivalents balances of $3,018,424$851 thousand and $13,764,508$1.1 million on September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Currently, management does not view this exposure to be a significant risk.

Inflation Risk

Inflation generally affects us by increasing our labor costs. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the ninethree months ended September 30, 2023.March 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial and Accounting Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the fiscal quarter ended September 30, 2023.March 31, 2024. Based on this evaluation, our Chief Executive Officer and Chief Financial and Accounting Officer have concluded that, during the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial and accounting officer or persons performing similar functions, as appropriate, to allow timely decisions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the thirdfirst quarter ended September 30, 2023March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed below and in Part I, “Item 1A. Risk Factors” in our 2023 Annual Report, which could materially affect our business, financial condition or future results.

22


 

27We have been notified by The Nasdaq Stock Market LLC of our failure to comply with certain continued listing requirements and, if we are unable to regain compliance with all applicable continued listing requirements and standards of Nasdaq, our common stock could be delisted from Nasdaq.


As we previously disclosed, on May 31, 2023, Nasdaq Listing Qualifications staff (“Staff”) notified us that the market value of our listed securities (“MVLS”) was 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), we were provided 180 calendar days, or until November 27, 2023, to regain compliance. On November 28, 2023, the Staff notified us that it had determined to delist us as we did not comply with the MVLS requirement for listing on Nasdaq. On November 29, 2023, we requested a hearing. A hearing on the matter was held on February 22, 2024, where we presented our compliance plan. Subject to our meeting certain requirements by March 31, 2024, the Hearings Panel granted us 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).

Notwithstanding the foregoing, there can be no assurance that we will be able to meet these deadlines or ultimately regain compliance with all applicable requirements for continued listing.

 

ITEM 6. Exhibits.

 

 

 

 

Exhibit No.

 

Description

10.1+4.1

 

SeparationForm of Debenture (incorporated by reference to Exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on April 17, 2024).

10.1

Securities Purchase Agreement, executeddated April 15, 2024, by and betweenamong Marpai, Inc., its subsidiaries named therein, the purchasers named therein, and Lutz Finger, dated August 16, 2023JGB Collateral, LLC (incorporated by reference to Exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on AugustApril 17, 2023)2024).

10.2+10.2

 

ConsultingRegistration Rights Agreement, executeddated April 15, 2024, by and betweenamong Marpai, Inc. and Lutz Finger, dated August 16, 2023the purchasers named therein (incorporated by reference to Exhibit 10.2 filed with the Current Report on Form 8-K filed with the SEC on AugustApril 17, 2023.)2024).

10.3

Security Agreement, dated April 15, 2024, by and among Marpai, Inc., each of Marpai, Inc.’s specified subsidiaries named therein, the purchasers named therein and JGB Collateral, LLC (incorporated by reference to Exhibit 10.3 filed with the Current Report on Form 8-K filed with the SEC on April 17, 2024).

10.4

Form of Guarantee (incorporated by reference to Exhibit 10.4 filed with the Current Report on Form 8-K filed with the SEC on April 17, 2024).

31.1

 

Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

31.2

 

Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002

32.1*

 

Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2*

 

Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002

101*

 

Interactive Data Files

101.INS

 

Inline XBRL Instance Document

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

*Furnished not filed, in accordance with item 601(32)(ii) of Regulation S-K.herewith.

** Filed herewith.

+ Management contract or compensation plan.

 

23


 

28


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, thereunto duly authorized.

 

 

 

 

 

MARPAI, INC.

 

 

 

Date: November 13, 2023May 9, 2024

 

/s/ Damien Lamendola

 

Name:

Damien Lamendola

 

Title:

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

 

 

/s/ Steve Johnson

 

Name:

Steve Johnson

 

Title

Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

2924