SCHEDULE: Marpai Stakeholder Acquires 9.3% Stake

Calvin Steven Mitchell and Benchmark Assets, LLC have acquired a 9.3% stake in Marpai, Inc. through a private placement, signaling potential strategic engagement.

Summary

• Calvin Steven Mitchell and Benchmark Assets, LLC (collectively, the 'Reporting Persons') have jointly filed a Schedule 13D, reporting beneficial ownership of 1,950,000 shares of Marpai, Inc. Common Stock.
• This ownership represents approximately 9.3% of the Issuer's outstanding Common Stock.
• The acquisition occurred on October 30, 2025, through a private placement where Benchmark Assets, LLC purchased 650,000 shares and warrants to purchase 1,300,000 shares for $650,000.
• Calvin Steven Mitchell is the sole member and manager of Benchmark Assets, LLC and is considered the indirect beneficial owner of these securities.
• The Reporting Persons view Marpai, Inc. as an attractive investment and intend to review their investment on a continuing basis.
• They plan to engage in discussions with Marpai's management, board of directors, and other shareholders regarding business strategy, operating performance, and corporate governance.
• The Reporting Persons may consider various actions, including acquiring additional shares, exercising warrants, or disposing of their current holdings, depending on market conditions and company performance.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, indicating a significant investment and potential for active engagement, but without immediate performance indicators.

Positives

• Significant investment of 9.3% stake in Marpai, Inc. by Calvin Steven Mitchell and Benchmark Assets, LLC.
• Acquisition of 650,000 shares and warrants to purchase 1,300,000 shares for $650,000, indicating confidence in the company's future.
• Active engagement planned with Marpai's management and board to potentially enhance shareholder value.
• The Reporting Persons are open to exploring various strategic options to maximize their investment.

Negatives

• The filing does not provide current financial performance metrics or operational results for Marpai, Inc.
• The investment is based on the perception of Marpai as an 'attractive investment opportunity' rather than concrete recent performance data.

Risks

• Potential for future stock sales by the Reporting Persons, which could impact share price.
• Discussions with management and the board could lead to strategic changes that may not align with all shareholder interests.
• The Reporting Persons may acquire additional securities, potentially increasing their influence and altering the company's capital structure.

Future Outlook

The Reporting Persons intend to review their investment and may engage in discussions regarding business strategy, operating performance, and corporate governance. They may also consider acquiring additional shares or disposing of their current holdings.

Management Comments

• The Reporting Persons believe that the Issuer is an attractive investment opportunity.
• The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
• The Reporting Persons and their respective representatives expect, from time to time, to engage in discussions with the Issuer's management and the board of directors of the Issuer... with other current or prospective shareholders and other third parties regarding business strategy, operating performance and corporate governance of the Issuer.

Industry Context

StockSavvy.ai notes that significant stake acquisitions reported via Schedule 13D filings often precede activist investor engagement or strategic shifts within a company. This filing suggests a potential for Marpai, Inc. to experience increased scrutiny or strategic direction from its new substantial shareholder.

Stakeholder Impact

• Shareholders: Potential for increased strategic direction or activism, which could lead to changes in company strategy and potentially impact share value.
• Management and Board: Will likely engage in discussions regarding business strategy, operating performance, and corporate governance.
• Other Shareholders: May be involved in discussions or influenced by strategic changes initiated by the Reporting Persons.

Next Steps

• Reporting Persons will continue to review their investment in Marpai, Inc.
• Reporting Persons may engage in discussions with Marpai's management, board, and other shareholders.
• Reporting Persons may consider acquiring additional securities or disposing of existing holdings.

Key Dates

Recommendation

The filing indicates a significant investment and potential for active engagement, which could be positive. However, without current financial performance data or a clear strategic plan outlined by the new stakeholder, it's prudent to hold and await further developments rather than making a definitive buy or sell decision.

Keywords

Schedule 13D, Marpai, Inc., Calvin Steven Mitchell, Benchmark Assets, LLC, Beneficial Ownership, Private Placement, Common Stock, Warrants