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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 12, 2025

 

MARPAI, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware   001-40904   86-1916231
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

615 Channelside Drive, Suite 207    
Tampa, Florida   33602
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 855-389-7330

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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   OTCQX Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 

 

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. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 13, 2025, the Board of Directors of Marpai, Inc. (the “Company”) appointed Dallas Scrip, age 42, as Chief Operating Officer of the Company, effective as of June 2, 2025.

 

From July 2023 to May 2025, Mr. Scrip served as President, TPA Services and Chief Delivery Officer of Centivo. From May 2019 through July 2023, he served as President and General Manager of ValueHealth Benefit Administrators. Prior to those roles, in 2019, Mr. Scrip served as a Benefits Consultant for Gallagher Benefit Services. Prior to 2019, Mr. Scrip was the Senior Vice President of Business Development for Benefit Management, LLC.

 

Pursuant to an offer letter (the “Offer Letter”), dated May 1, 2025, and executed by and between the Company and Mr. Scrip, the Company agreed to pay Mr. Scrip an annual base salary of $250,000. Mr. Scrip will also be entitled to certain expense reimbursements and other standard benefits, including vacation and sick leave.

 

Mr. Scrip will be entitled to receive an annual incentive bonus in 2025 of up to $125,000, subject to the Company being profitable by the end of fiscal year 2025. In addition, Mr. Scrip will be entitled to receive an annual incentive bonus in 2026 of (i) $125,000 if the Company is profitable and achieves $50 million in revenue; (ii) $187,500 if the Company achieves $5 million in net income and $75 million in revenue; or (iii) $250,000 if the Company achieves $7 million in net income and $100 million in revenue.

 

In conjunction with his appointment as Chief Operating Officer, the Company agreed to issue Mr. Scrip 300,000 restricted stock units (“RSUs”), of which 100,000 RSUs will vest after one year, 100,000 RSUs will vest after two years and 100,000 RSUs will vest after three years. Mr. Scrip will also be eligible to receive an additional 100,000 RSUs, which will vest immediately, upon the Company reaching $5 million in unadjusted EBITDA for a full fiscal year in which he is employed by the Company. All RSUs will be issued pursuant to the Company’s 2024 Global Stock Incentive Plan.

 

Except as otherwise set forth herein, there is no arrangement or understanding between Mr. Scrip and any other person pursuant to which he was appointed as Chief Operating Officer and there are no transactions in which Mr. Scrip has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

The foregoing description of the terms of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter which is included as Exhibit 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 8.01 Other Events.

 

On May 13, 2025, the Company issued a press release relating to Mr. Scrip’s appointment as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit
Number		   Description
10.1   Offer Letter, dated May 1, 2025, by and between Marpai, Inc. and Dallas Scrip
99.1   Press Release
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

  

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MARPAI, INC.
     
Date: May 13, 2025 By:  /s/ Damien Lamendola
    Name:  Damien Lamendola
    Title: Chief Executive Officer

 

 

2

Exhibit 10.1

 

 

 

May 1, 2025

 

Dallas Scrip

16313 Gulf Blvd.

Redington Beach, FL 33708

 

Re: REVISED Letter of Offer – Dallas Scrip

Via Email: dscrip@hotmail.com

 

Dear Dallas,

 

On behalf of Marpai Administrators (Marpai), I am pleased to extend this offer of employment. Your approach, experience, and track record of success are welcome additions.

 

This letter includes the key elements of our employment offer to you. After you carefully review the content, please indicate your acceptance by signing and dating below, and returning this letter no later than May 5, 2025. When we receive the signed Letter of Offer, we will schedule your background check and begin the onboarding process. Your employment is subject to the terms and conditions set forth in this letter, which override anything said to you during your interview or any other discussions about your employment with Marpai.

 

Title:Chief Operating Officer
  
Reporting to: Damien Lamendola, CEO
  
Start Date:June 2, 2025

 

Compensation:Annualized Base Salary of $250,000.00 which will be $10,416.67 per pay period. (24 pay periods annually). Full-Time salaries are based on a 40-hour work week.

 

RSU:300,000 RSUs: 100,000 vest after one year, 100,000 after two years, and 100,000 after three years.
  
Bonus Equity:100,000 RSUs vested immediately upon Marpai hitting $5 million unadjusted EBITDA for a full fiscal year.
  
2025 Bonus Plan:50% of base if the Company is profitable by the end of 2025
  
2026 Bonus Plan:50% of base if the Company is profitable and achieves $50 million in revenue; 75% of base if the Company achieves $5 million in Net Income and $75 million in revenue; 100% of base if the Company achieves $7 million in Net Income and $100 million in revenue.
  
FLSA Status:Exempt
  
Office Location: Remote

 

Benefits:You will be eligible to participate in our benefit programs effective August 1, 2025.

 

 

 

 

May 1, 2025

Page 2

 

PTO:16 days PTO provided on an accrual basis each pay period, plus company holidays.

 

Expenses:Marpai will cover standard and normal travel expenses. You will utilize your own form of payment, and we will reimburse you in accordance with the Travel policy. We will not cover home office or mobile expenses.

 

Documentation:You agree to sign Marpai’s standard on-boarding documentation.

 

This offer is valid through May 5, 2025, and is contingent upon the successful completion of a background screen and E-Verify, execution of Marpai’s standard on-boarding documents for your position and commencement of employment on June 2, 2025. All terms and conditions outlined above are subject to Marpai’s policies.

 

This letter is not intended to constitute an employment agreement between you and Marpai, or to oblige Marpai to provide any specific terms of employment. Marpai may elect to alter the employment terms described in this letter at any time. Accordingly, your relationship with Marpai throughout your employment will be that of an employee at-will. This means that your employment with Marpai will not be for any definite length of time, and that either you or Marpai may terminate the employment relationship for any reason, with or without prior notice. The at-will status of your employment may not be altered in any way by any oral or written statement made by any employee of Marpai, except for an express written agreement to such an effect signed by you and the Chief Executive Officer.

 

If you have any questions, please feel free to reach out. Our team is looking forward to working with you. Please sign below noting your acceptance of this offer no later than May 5, 2025.

 

Sincerely,  
   
 
Director, Human Resources  
Marpai  

 

Accepted by: (Signature) /s/ Dallas Scrip   Date: May 4, 2025

  

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

 

 

MARPAI hires dallas scrip as chief operating officer

 

Marpai Bolsters Leadership Team to Drive Profitable High-Growth Strategy with Key Executive Appointment 

 

Tampa, May 13, 2025, Marpai, Inc. (“Marpai” or the “Company”) (OTCQX: MRAI), a leader in innovative healthcare technology and Third-Party Administration (TPA) services, today announced a significant addition to its leadership team with the appointment of Dallas Scrip as Chief Operating Officer (COO) and President of MarpaiRx. This strategic hire underscores Marpai's commitment to accelerating profitable growth and enhancing operational excellence within the dynamic healthcare landscape.

 

Prior to joining Marpai, Mr. Scrip demonstrated significant success in startup, early-stage, and growth situations, scaling private equity and venture capital-owned companies. His expertise spans servicing healthcare consumers, employers, providers, and payor markets, with a strong foundation in sales and business development. Scrip is known for his process-oriented approach, identifying market needs, and strategically transforming companies through organic growth initiatives.

 

"We believe that the addition of Dallas to our leadership team is a pivotal step in Marpai's journey towards sustainable and profitable high growth," stated Damien Lamendola, Chief Executive Officer of Marpai Inc. "His extensive experience and proven ability to deliver results in complex healthcare environments will be invaluable as we continue to scale our operations and enhance our service offerings. Dallas' deep understanding of the TPA landscape and his commitment to building high-performance teams align perfectly with Marpai's vision for the future."

 

About Marpai, Inc.

 

Marpai, Inc. (OTCQX: MRAI) is a technology platform company which operates subsidiaries that provide TPA and value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $150 billion TPA sector serving self-funded employer health plans representing over $1.5 trillion in annual claims. Through its Marpai Saves initiative, the Company works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com , the content of which is not incorporated by reference into this press release. Investors are invited to visit https://ir.marpaihealth.com.

 

 

 

 

Forward-Looking Statement Disclaimer


This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," “guidance,” "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions. For example, the Company is using forward-looking statements when it discusses its belief that the addition of Mr. Scrip to its leadership team is a pivotal step in Marpai's journey towards sustainable and profitable high growth. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai's current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai's filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.

Investor Relations contact :
Steve Johnson

steve.johnson@marpaihealth.com

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