SCHEDULE: Marpai Insider Boosts Stake to 40.51% Amid Share Acquisitions
Beneficial Ownership Update
Damien Lamendola and affiliated entities have increased their beneficial ownership in Marpai, Inc. to 40.51% through recent share acquisitions.
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.
- As of October 22, 2025, Damien Lamendola beneficially owns an aggregate of 7,501,528 shares of Marpai's Class A Common Stock, representing 40.51% of the outstanding shares.
- This ownership includes 400,000 shares held directly by Mr. Lamendola, 6,109,893 shares held by HillCour Investment Fund, LLC (of which he is Manager), 931,674 shares held by WellEnterprises USA, LLC (a subsidiary controlled by him), and 62,500 shares issuable upon the exercise of options.
- The percentage is calculated based on 18,515,572 shares of Common Stock outstanding as of October 22, 2025.
- The Reporting Persons acquired a total of 1,502,236 shares through four separate Securities Purchase Agreements:
- 86,805 shares on July 17, 2025
- 371,470 shares on July 29, 2025
- 896,903 shares on September 10, 2025
- 147,058 shares on September 30, 2025
- A previously disclosed agreement related to voting power and a grant of power of attorney and proxy has been terminated and is no longer in force.
Sentiment
Score: 7
Explanation: The significant increase in insider ownership by Damien Lamendola and his controlled entities is generally viewed as a positive signal of confidence in the company's future. However, the implied capital raise through share issuance could be a neutral to slightly negative factor if it suggests a need for funds or causes dilution.
Positives
- Increased beneficial ownership by Damien Lamendola and affiliated entities to 40.51% signals strong insider confidence and alignment with shareholder interests.
- The substantial stake held by management could lead to more stable long-term strategic decisions.
Negatives
- The acquisition of shares through Securities Purchase Agreements implies the issuance of new shares by Marpai, Inc., which could result in dilution for existing shareholders.
- A high concentration of ownership by a single individual or group may reduce the liquidity of the stock and potentially limit the influence of other shareholders.
Risks
- No specific risks were explicitly mentioned in this Schedule 13D/A filing beyond the general nature of an ownership update.
Future Outlook
The filing does not contain any explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing primarily concerns changes in beneficial ownership by a key insider and affiliated entities, rather than operational or financial performance, and thus does not directly provide broader industry context or trends.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Termination of Agreement | The agreement related to voting power and grant of a power of attorney and proxy, previously disclosed, has been terminated and is no longer in force. | NA | This change could alter the dynamics of voting control and influence within the company, potentially simplifying governance or shifting power. |
Related Party Transactions
- The acquisition of 1,502,236 shares of Marpai, Inc. Common Stock by Damien Lamendola and entities he controls (HillCour Investment Fund, LLC and WellEnterprises USA, LLC) from the Issuer through Securities Purchase Agreements constitutes a related party transaction.
Stakeholder Impact
- Shareholders: Experience dilution from the issuance of new shares but benefit from increased insider alignment and confidence.
- Management: Damien Lamendola and his controlled entities significantly increase their voting power and influence over company decisions.
Key Dates
| Date | Description |
|---|---|
| 2022-02-01 | Original Schedule 13D filed with the SEC. |
| 2022-06-14 | Date options were issued to Mr. Lamendola, vesting monthly over three and four-year periods. |
| 2025-07-17 | Reporting Person acquired 86,805 shares of Common Stock pursuant to a Securities Purchase Agreement. |
| 2025-07-29 | Reporting Person acquired 371,470 shares of Common Stock pursuant to a Securities Purchase Agreement. |
| 2025-09-10 | Reporting Person acquired 896,903 shares of Common Stock pursuant to a Securities Purchase Agreement. |
| 2025-09-30 | Reporting Person acquired 147,058 shares of Common Stock pursuant to a Securities Purchase Agreement (Date of Event Which Requires Filing of This Statement). |
| 2025-10-22 | Date as of which beneficial ownership percentages are calculated (18,515,572 shares outstanding). |
Recommendation
holdThe substantial increase in beneficial ownership by Damien Lamendola and affiliated entities to over 40% signals strong insider confidence and commitment. However, the acquisitions were part of Securities Purchase Agreements, implying the company issued new shares, which could lead to dilution for existing shareholders. Without further financial or operational context regarding the company's performance or the strategic rationale for the capital raise, a 'hold' recommendation is appropriate, balancing the positive signal of insider commitment against potential dilution and lack of broader company updates.
Keywords
Marpai, MARP, Damien Lamendola, HillCour Investment Fund, WellEnterprises USA, beneficial ownership, insider buying, Schedule 13D, common stock, equity stake
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