SCHEDULE: Marpai Stakeholder Boosts Holdings, Gains Board Observer

Calvin Steven Mitchell and associated entities have increased their beneficial ownership in Marpai, Inc. to 10.1% and secured a board observer role.

Summary

• This filing is an amendment to a previous Schedule 13D, updating information regarding beneficial ownership of Marpai, Inc. common stock.
• Calvin Steven Mitchell, Benchmark Assets, LLC, and Mitchell Family Trust II are jointly filing this statement.
• The total beneficial ownership reported by the filing persons is 2,050,000 shares of Common Stock, representing approximately 6.9% of the outstanding shares as of May 15, 2026, after accounting for a July 31, 2026 private placement.
• The Mitchell Family Trust II holds 3,000,000 shares of Common Stock issuable upon conversion of 3,000 shares of Series A Convertible Preferred Stock, acquired on July 31, 2026, for $3,000,000.
• Benchmark Assets, LLC holds 650,000 shares and warrants to purchase 1,300,000 shares, acquired on October 30, 2025, for $650,000.
• Calvin Steven Mitchell has sole voting and dispositive power over shares held by Benchmark.
• Mr. Mitchell is the indirect beneficial owner of these securities.
• A Board Observer Agreement grants Mr. Mitchell the right to serve as an observer to Marpai, Inc.'s board of directors for two years, provided the Trust maintains ownership of at least 3,000 Preferred Shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily due to the acquisition of a significant stake and the board observer rights, balanced by the fact that it's an amendment to a previous filing and doesn't represent new operational news.

Positives

• Increased beneficial ownership in Marpai, Inc. by Calvin Steven Mitchell and associated entities.
• Acquisition of a significant stake through the purchase of Series A Convertible Preferred Stock by the Mitchell Family Trust II for $3,000,000.
• Secured a Board Observer Agreement, granting Mr. Mitchell a role in observing the company's board meetings for two years.
• Benchmark Assets, LLC acquired shares and warrants for $650,000, indicating investment in the company's potential.

Negatives

• This is an amendment to a previous filing, suggesting no new operational developments from the company itself, but rather changes in beneficial ownership.
• The filing details past transactions and ownership structures rather than current company performance or future guidance.

Risks

• The Board Observer Agreement is contingent on the Trust continuing to own at least 3,000 Preferred Shares, meaning a disposition of these shares could lead to the loss of observer rights.
• The percentages of beneficial ownership are based on outstanding shares after a recent private placement, and future share issuances could dilute existing holdings.

Future Outlook

The filing does not contain forward-looking statements or guidance from Marpai, Inc. It primarily details past transactions and current beneficial ownership structures.

Management Comments

• Calvin Steven Mitchell is the indirect beneficial owner of shares held by his spouse, Benchmark Assets LLC, and the Mitchell Family Trust II.
• Mr. Mitchell will be entitled to serve as a board observer for a period of two (2) years, provided that the Trust continues to own at least 3,000 Preferred Shares.

Industry Context

StockSavvy.ai notes that Schedule 13D filings typically indicate significant changes in beneficial ownership, often preceding or following substantial corporate actions. The acquisition of preferred stock and warrants, coupled with board observer rights, suggests an active interest from the reporting persons in Marpai, Inc.'s strategic direction.

Corporate Governance

Related Party Transactions

• Calvin Steven Mitchell is the sole member and manager of Benchmark Assets, LLC.
• Calvin Steven Mitchell is the grantor of the Mitchell Family Trust II.
• The reporting persons are acting jointly in filing this Schedule 13D.

Stakeholder Impact

• Shareholders: The increased stake and board observer role by a significant investor may signal confidence or potential for strategic shifts, impacting share price and future corporate strategy.
• Board of Directors: The presence of a board observer provides an additional perspective and oversight from a major beneficial owner.
• Management: May face increased scrutiny or engagement from the reporting persons regarding company strategy and performance.

Next Steps

• The reporting persons will continue to monitor Marpai, Inc.'s business and may engage in further discussions with management or the board.
• Mr. Mitchell will serve as a board observer for up to two years, subject to continued ownership of Preferred Shares.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership and the acquisition of board observer rights, which are positive developments. However, it is an amendment to a previous filing and does not provide new operational or financial performance data for Marpai, Inc. Therefore, a 'hold' recommendation is appropriate pending further information on the company's performance and the strategic implications of this increased stake.

Keywords

Schedule 13D, Marpai, Inc., Beneficial Ownership, Calvin Steven Mitchell, Benchmark Assets LLC, Mitchell Family Trust II, Convertible Preferred Stock, Warrants