☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40904 MARPAI INC. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) | | | Name of each exchange on which | | --- | --- | --- | | Ti ...

Core Insights - Marpai, Inc. has executed a marketing agreement that significantly expands the national reach of its pharmacy benefit management division, MarpaiRx, providing access to a network representing up to 1.5 million covered lives [1][2] - This agreement is expected to create a powerful distribution channel for MarpaiRx's services, allowing the company to introduce its offerings to large employer groups and healthcare organizations across the U.S. [1][2] - The potential revenue opportunity from this agreement is substantial, as even modest adoption could lead to significant growth in Marpai's pharmacy benefit management business [1][2] Company Overview - Marpai, Inc. operates in the healthcare technology sector, focusing on Third-Party Administration (TPA) and Pharmacy Benefit Management (PBM) services [1] - The company primarily competes in the $150 billion TPA sector, serving self-funded employer health plans that represent over $1.5 trillion in annual claims [1] Growth Potential - The marketing agreement is seen as a major strategic growth opportunity, significantly expanding Marpai's addressable market and long-term revenue potential [1][2] - MarpaiRx's existing infrastructure is believed to be robust enough to service the potential new members from this agreement [1][2] - The company aims to leverage this partnership to accelerate revenue growth and increase operating leverage as more covered lives are onboarded [1][2] Service Offerings - MarpaiRx provides a comprehensive suite of pharmacy benefit management services designed to reduce costs for employers while improving member outcomes [1] - The platform includes features such as manufacturer rebate optimization, patient assistance programs, and advanced healthcare analytics [1] Strategic Vision - The agreement is viewed as a significant milestone for Marpai, marking the entry into a new phase of growth supported by a large pipeline of potential covered lives [1][2] - The company is focused on converting this market access into long-term recurring revenue and shareholder value [1][2]

Core Insights - Marpai, Inc. has secured two significant strategic client wins for its MarpaiRx division, adding over 19,000 covered lives and accelerating its expansion as a next-generation healthcare platform [1] - The company aims to disrupt the traditional Pharmacy Benefit Management (PBM) ecosystem through advanced analytics and innovative plan design [1] Group 1: Strategic Wins - The first client win involves MarpaiRx taking over rebate management for a business with approximately 16,000 employees, showcasing the company's ability to integrate with key industry players [1] - The second win adds over 3,000 employees for TPA and MarpaiRx rebate management services, with expected growth throughout 2026, further validating the attractiveness of Marpai's PBM offering [1] Group 2: Growth Potential - CEO Damien Lamendola stated that these wins represent a clear inflection point in the company's growth trajectory, positioning Marpai for exponential growth and long-term shareholder value [1] - MarpaiRx leverages data, automation, and strategic partnerships to drive measurable cost savings while creating a scalable, high-margin growth engine [1] Group 3: Market Position - Marpai operates in the $150 billion TPA sector, serving self-funded employer health plans that represent over $1.5 trillion in annual claims [1] - The company continues to strengthen its platform economics and expand its addressable market opportunity within the multi-hundred-billion-dollar healthcare benefits sector [1]

Core Insights - Marpai, Inc. has appointed Mimi Davis as President of MarpaiRx to lead the strategic expansion and operational scaling of its pharmacy benefit offerings [1][2][3] Company Overview - Marpai, Inc. operates in the healthcare technology sector, focusing on Pharmacy Benefit Management (PBM) and Third-Party Administration (TPA) services [1][4] - The company primarily competes in the $150 billion TPA sector, serving self-funded employer health plans that represent over $1.5 trillion in annual claims [4] Leadership and Strategy - Mimi Davis brings extensive experience from her previous role as Executive Vice President of Operations at Knipper Health and has a strong background in pharmacy services [2][3] - The CEO of Marpai, Damien Lamendola, emphasized the need for a leader who can navigate the complexities of the pharmacy landscape while scaling operations effectively [3] - Davis is expected to enhance MarpaiRx's value proposition, streamline pharmacy operations, and deliver cost-effective pharmacy benefits [3][4] Market Position and Initiatives - Marpai aims to disrupt the traditional TPA model by integrating advanced technology with clinical insights to reduce healthcare costs [3] - The company operates nationwide and provides access to leading provider networks, including Aetna and Cigna [4]

Core Insights - Marpai, Inc. has demonstrated significant positive momentum with a better-than-expected sales cycle for 2026 and the renewal of its network access agreement with Aetna [1][2][3] Group 1: Sales and Growth - The company reports a robust sales cycle, securing a volume of new clients for January 1, 2026, that surpasses internal expectations, reinforcing its path to scalable growth and previously guided profitability targets [2] - The success of the 2026 sales cycle, coupled with the renewal of the Aetna Signature Administrator network agreement, sets a strong foundation for the year ahead [5] Group 2: Network and Cost Management - Marpai has successfully renewed its agreement to access the Aetna Signature Administrator (ASA) PPO network, ensuring broad, national access to Aetna's extensive network of high-quality providers for its self-funded employer clients [3] - The introduction of the Aetna Faircost Optimizer as an integrated cost management tool will help plan sponsors manage out-of-network claims costs effectively, enhancing Marpai's ability to deliver superior cost containment [4] Group 3: Company Overview - Marpai, Inc. operates in the $150 billion TPA sector, serving self-funded employer health plans that represent over $1.5 trillion in annual claims [6] - The company focuses on delivering value-oriented health plan services and operates nationwide, offering access to leading provider networks including Aetna and Cigna [6]

Financial Data and Key Metrics Changes - Net revenues for Q3 2025 were $4 million, a decrease of $3 million or approximately 42% compared to Q3 2024 [5] - Operating expenses were $3.9 million, reflecting a $1.2 million or 24% improvement year-over-year [5] - Operating loss was $3.5 million, showing a $0.1 million or 2% improvement from Q3 2024 [5] - Net loss for the quarter was $3.0 million, an improvement of $0.1 million or 2% from Q3 2024 [5] - Basic and diluted loss per share was $0.20, improving by $0.10 per share from Q3 2024 [5] - The company had $450,000 in unrestricted cash on hand at the end of Q3 [6] Business Line Data and Key Metrics Changes - The company is focusing on self-funded health benefit programs, which are gaining popularity among employers due to cost savings [3] - Marpai Rx program is highlighted as a differentiating factor in winning new business [9] Market Data and Key Metrics Changes - The total addressable market for the TPA industry is over $150 billion, expected to grow by 123% by 2031 [4] - The growth is driven by rising healthcare costs, increasing employer-sponsored health plans, and technological advancements [4] Company Strategy and Development Direction - The company is consolidating claims processing into a single operating system to unlock significant cost savings [6] - The focus is on leveraging renewed efficiencies to capture market share and deliver long-term value [11] - The company aims to disrupt the $5.5 trillion U.S. healthcare market with a scalable platform [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's future potential, citing a successful capital raise and strategic partnerships [6] - The organization is positioned to pivot from recovery to aggressive, sustainable growth [11] - The CEO emphasized a commitment to improving patient outcomes at lower costs [10] Other Important Information - The company completed a $3.9 million PIPE transaction to strengthen its financial position [6] - The rollout of the Empara Client Experience Tool is expected to enhance client retention and new business [8] Q&A Session Summary - There were no questions from participants during the Q&A session [12][13]

Core Insights - Marpai, Inc. is experiencing a significant turnaround driven by cost discipline and operational efficiency, positioning itself for strong growth in 2026 [1][2]. Financial Performance - For Q3 2025, Marpai achieved a 24% reduction in operating expenses, decreasing from $5.0 million to $3.8 million, resulting in approximately $1.2 million in cost savings [3][10]. - The operating loss improved by 9%, narrowing from $3.1 million to $2.8 million year-over-year, indicating consistent progress towards profitability [3][10]. - The net loss showed a slight improvement of 2%, decreasing from $3.6 million in Q3 2024 to $3.5 million in Q3 2025 [10]. Growth Outlook - Marpai's sales momentum is strong, with over double-digit new clients contracted for January 1, 2026, indicating a considerable increase in the client base [4]. - The integrated MarpaiRx PBM offering is gaining traction, expanding the total addressable market and enhancing value per client [4]. Strategic Initiatives - The company is focusing on automation, data-driven claims management, and integrated pharmacy benefits to meet industry demand for cost transparency and smarter benefits administration [5]. - Marpai completed a Private Investment in Public Equity (PIPE) transaction, raising gross proceeds of $3.9 million, which will support its turnaround strategy [6]. Operational Efficiency - The company is operating with a leaner model designed to convert future revenue growth into earnings leverage, with a strong pipeline for 2026 [5]. - Marpai's disciplined investment approach and operational rigor are transitioning it from a turnaround story to one focused on profitability and shareholder value [5].

Revenue Performance - Total revenue for Q3 2025 was $4.0 million, a decrease of 42.4% from $7.0 million in Q3 2024, primarily due to customer turnover [110]. - Total revenue for the nine months ended September 30, 2025, was $14.1 million, down 34.6% from $21.6 million in the same period of 2024 [111]. Expenses - General and administrative expenses for Q3 2025 were $2.1 million, a decrease of 26.5% from $2.8 million in Q3 2024 [114]. - General and administrative expenses for the nine months ended September 30, 2025, were $6.8 million, down 31.4% from $10.0 million in the same period of 2024 [115]. - Total costs and expenses for Q3 2025 were $6.8 million, a decrease of 32.4% from $10.1 million in Q3 2024 [108]. - Research and development expenses for Q3 2025 were negligible, reflecting a 100% decrease from $7,000 in Q3 2024 [108]. - Facilities expenses decreased by $180 thousand to $131 thousand for the three months ended September 30, 2025, compared to $311 thousand for the same period in 2024 [123]. - Net interest expense increased by $177 thousand to $797 thousand for the three months ended September 30, 2025, primarily due to loan modifications [125]. Losses - Operating loss for Q3 2025 was $2.8 million, an improvement of 9.4% compared to a loss of $3.1 million in Q3 2024 [108]. - Net loss for Q3 2025 was $3.5 million, a slight improvement of 1.9% from a net loss of $3.6 million in Q3 2024 [108]. - Net loss per share for Q3 2025 was $0.20, a 33.3% improvement from $0.30 in Q3 2024 [108]. - The company recognized a net loss of approximately $10.9 million for the nine months ended September 30, 2025 [127]. Cash Flow - Net cash used in operating activities totaled $2.7 million for the nine months ended September 30, 2025, a decrease from $10.5 million for the same period in 2024 [144]. - Net cash provided by financing activities was $3.5 million for the nine months ended September 30, 2025, a decrease of $5.1 million compared to $8.6 million for the same period in 2024 [146]. Strategic Initiatives - The company is exploring strategic alternatives to maximize shareholder value, which may include a merger or sale of the company [104]. - The company is evaluating additional funding alternatives and may need to scale back operations if unable to raise additional capital [141]. - Management has determined that the liquidity condition raises substantial doubt about the company's ability to continue as a going concern [142]. Financial Position - The company had an accumulated deficit of approximately $109.8 million and negative working capital of approximately $10.7 million as of September 30, 2025 [127]. - The company recorded a goodwill and intangible asset impairment charge of $7.6 million for the nine months ended September 30, 2024, due to continued operating losses and negative cash flows [122]. - The company entered into multiple securities purchase agreements, including a private placement of 3,850,000 shares at $1.00 per share on November 7, 2025 [140].

Financial Performance - Operating expenses decreased by 24%, from $5.0 million to $3.8 million, resulting in approximately $1.2 million in cost savings[7] - Operating loss narrowed by 9%, improving from $3.1 million to $2.8 million year-over-year[7] - Net loss improved by 2%, from $3.6 million to $3.5 million, reflecting a disciplined investment posture[7] - Revenue for the third quarter was $4.037 million, down from $7.008 million in the same quarter last year[18] - Net loss for the nine months ended September 30, 2025, was $10,934, compared to a net loss of $20,932 for the same period in 2024, representing a 47.8% improvement[20] Client Expansion - The company contracted over double-digit new clients for January 1, indicating significant client expansion[5] - The company aims to achieve profitability in the first quarter of 2026, supported by a strong pipeline and committed client base[6] Capital and Financing - Marpai successfully completed a PIPE transaction, raising gross proceeds of $3.9 million to support its turnaround strategy[9] - Financing activities generated a net cash inflow of $3,473, down from $8,567 in the previous year, primarily due to lower proceeds from convertible debentures[20] Asset and Liability Management - The total assets decreased slightly from $12.878 million in December 2024 to $12.753 million in September 2025[16] - Total liabilities increased from $40.587 million in December 2024 to $46.099 million in September 2025[16] Cash Flow and Expenses - Cash flows from operating activities showed a net cash used of $2,690, significantly reduced from $10,478 in the prior year, indicating improved operational efficiency[20] - Cash provided by investing activities increased to $500 from $227 year-over-year, reflecting a positive trend in asset management[20] - Total cash, cash equivalents, and restricted cash at the end of the period was $10,515, a decrease from $11,808 at the end of the previous year[20] - Cash paid for interest decreased to $1,133 from $1,508, indicating a reduction in interest expenses[20] - The company reported a depreciation and amortization expense of $321, down from $2,078, suggesting a decrease in asset write-downs[20] - Share-based compensation expenses were $1,458, compared to $2,786 in the prior year, reflecting cost management efforts[20] - The company recorded a loss on the sale of receivables of $306 in the previous year, which was eliminated in the current period[20] - The company had cash and cash equivalents of $445 and restricted cash of $10,070 at the end of the period, indicating a strong liquidity position[20] Shareholder Value - Earnings per share strengthened by $0.10, highlighting improving shareholder value metrics[7]

Financial Data and Key Metrics Changes - In Q2 2025, net revenues were $4.7 million, approximately 35% lower than Q2 2024 [9] - Operating expenses were $4.4 million, showing a 70% improvement compared to the previous year [10] - Operating loss was $3.6 million, a 71% improvement year-over-year [11] - Net loss for Q2 was $4.4 million, reflecting a 66% improvement from the same period last year [11] - Basic and diluted loss per share improved by $0.95 to $0.28 [11] Business Line Data and Key Metrics Changes - The company is focusing on exiting unprofitable legacy contracts, which contributed to the revenue decline [12] - Investments in new member engagement tools and system enhancements have increased costs but are expected to reduce costs and improve member experiences in the future [12] Market Data and Key Metrics Changes - The TPA industry has a total addressable market exceeding $150 billion, with a forecasted CAGR of 12.1% through 2031 [4] - The TPA market is highly fragmented, presenting opportunities for national independent TPAs like Marpay to scale [4] Company Strategy and Development Direction - Marpay is transitioning from a simple TPA to a technology-driven company, focusing on enhancing member experiences through innovations [16] - The relaunch of MarpayRx, a pharmacy benefit management platform, is expected to significantly reduce specialty drug costs for clients [7][16] - The company anticipates profitability in 2026 due to operational cost reductions and an expected net gain in lives [14] Management's Comments on Operating Environment and Future Outlook - Management believes the company is better positioned for substantial growth despite the revenue decline [16] - The upcoming busy season is expected to bring in significant business, with many employers renewing benefits at the start of the year [13] - A comprehensive update is expected in the next earnings call, with a focus on the progress of MarpayRx [14] Other Important Information - The company has transferred nearly 2,000 lives to the MarpayRx program as of August [14] - The management emphasizes a mission to reduce healthcare costs for self-funded employers while building a profitable enterprise [17] Q&A Session Summary - No specific questions or answers were documented in the provided content, indicating a lack of detailed interaction during the Q&A session [18]