SCHEDULE 13D/A: Marpai Inc. Insider Damien Lamendola Boosts Stake to Over 37% Through Direct and Affiliated Holdings

Damien Lamendola and affiliated entities, HillCour Investment Fund, LLC and WellEnterprises USA, LLC, have updated their beneficial ownership in Marpai, Inc. to an aggregate of 37.15% of the Class A Common Stock.

Summary

• Damien Lamendola, along with HillCour Investment Fund, LLC and WellEnterprises USA, LLC, collectively referred to as the Reporting Persons, have updated their beneficial ownership in Marpai, Inc. through Amendment No. 10 to Schedule 13D.
• As of June 2, 2025, the total outstanding shares of Marpai, Inc. Class A Common Stock are 15,709,186.
• Damien Lamendola beneficially owns an aggregate of 5,836,189 shares, representing 37.15% of the outstanding Common Stock. This includes 400,000 shares held directly, 4,447,093 shares held by HillCour Investment Fund, LLC (where Mr. Lamendola is Manager), 931,674 shares held by WellEnterprises USA, LLC (controlled by Mr. Lamendola), and 57,422 vested shares issuable upon option exercise.
• HillCour Investment Fund, LLC beneficially owns 5,378,767 shares, representing 34.24% of the outstanding Common Stock. This includes 4,447,093 shares held directly and 931,674 shares held by WellEnterprises USA, LLC.
• WellEnterprises USA, LLC beneficially owns 931,674 shares, representing 5.93% of the outstanding Common Stock.
• On January 28, 2025, 600,000 Restricted Stock Units (RSUs) were granted to the Reporting Person (Damien Lamendola).
• Separately, the filing notes that 400,000 RSUs held directly by Mr. Lamendola and 310,000 RSUs held by HillCour Investment Fund, LLC are excluded from the current beneficial ownership calculation as they will vest over the next two years.

Sentiment

Score: 5

Explanation: The document is a factual update on beneficial ownership, which is neutral in tone. The increase in insider ownership could be seen positively, but the filing itself is purely informational without explicit positive or negative framing.

Positives

• Increased insider ownership by Damien Lamendola and affiliated entities, potentially signaling strong confidence in the company's future and aligning interests with long-term shareholder value.
• Grant of 600,000 Restricted Stock Units (RSUs) to the Reporting Person (Damien Lamendola) on January 28, 2025, further aligning management incentives with long-term shareholder value.

Risks

• Concentrated ownership: Damien Lamendola and his affiliated entities collectively hold 37.15% of the outstanding common stock, which could give them significant influence over corporate decisions and potentially limit the influence of other shareholders.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Damien Lamendola controls HillCour Investment Fund, LLC and WellEnterprises USA, LLC, which are significant shareholders of Marpai, Inc., establishing a related party ownership structure.

Stakeholder Impact

• Shareholders: The significant concentration of ownership by Damien Lamendola and his affiliated entities (37.15%) could impact voting power and influence over corporate decisions.
• Management: The grant of Restricted Stock Units (RSUs) to Damien Lamendola aligns his long-term incentives with the company's performance.

Next Steps

• Vesting of 200,000 RSUs granted to Mr. Lamendola on the first-year anniversary of the grant date (January 28, 2026).
• Vesting of another 200,000 RSUs granted to Mr. Lamendola on the second-year anniversary of the grant date (January 28, 2027).
• Vesting of 310,000 RSUs granted to HillCour Investment Fund, LLC over the next 2 years from January 28, 2025.

Key Dates

Keywords

Marpai Inc., beneficial ownership, Schedule 13D, insider ownership, Class A Common Stock, Damien Lamendola, HillCour Investment Fund LLC, WellEnterprises USA LLC, SEC filing, equity stake, restricted stock units, corporate control