Financial Data and Key Metrics Changes - Revenue declined by approximately 6% from Q3 2024, while operating expenses were cut by 5%, resulting in savings of approximately $300,000 [19] - Operating loss reduced from approximately $3.1 million to approximately $2.7 million for Q4 2024, and net loss decreased from $2.4 million in Q3 to $1.2 million in Q4 2024 [19] - Adjusted EBITDA loss for the year ended December 31, 2024, was $9.1 million, a significant improvement from a loss of $20.2 million for the year ended December 31, 2023 [21] Business Line Data and Key Metrics Changes - The company is focusing on profitable clients and has seen success in targeting industries with high labor costs and tight margins [7] - The Marpai Saves program is being expanded to provide value-added services to drive healthcare costs down for clients [12] Market Data and Key Metrics Changes - Healthcare costs continue to rise in the low-double-digits, which is driving demand for the company's services [7] - The company is leveraging strategic partnerships to enhance revenue generation and client acquisition [10][35] Company Strategy and Development Direction - The strategic focus remains on revenue growth, customer experience, and profitability, with plans to introduce high-impact benefit management services in the second half of 2025 [5] - The company is streamlining its service offerings to create a core package while allowing for customization at the right price [15] - The MarpaiRx program is anticipated to provide significant savings and a competitive advantage in the pharmacy benefit management space [42] Management's Comments on Operating Environment and Future Outlook - Management is committed to achieving profitability in 2025 and maximizing profitability thereafter, balancing purpose with profit [14] - The leadership team is focused on creating shareholder value and driving a culture of high performance [23] Other Important Information - The company ended the year with approximately $800,000 in cash, with plans in place to cover requirements until cash flow becomes positive in 2025 [33] - The company is actively recruiting high-caliber sales executives to enhance revenue growth [6] Q&A Session Summary Question: Is a lot of the churn now behind the company, or will there be more? - Management indicated that overall attrition is within industry averages and expects some attrition to flow through early in 2025, but remains optimistic due to a strong pipeline [31] Question: How does the company view its cash position and planned growth? - The company ended the year with approximately $800,000 in cash and has reduced cash burn significantly, aided by a $5 million drawdown from a strategic partner [33] Question: Can you provide more details on strategic partnerships? - Recent collaborations with Health fintech and Empara are expected to drive revenue and enhance sales cycles, with additional partnerships in the pipeline [35][36] Question: How should people think about Marpai's value proposition compared to competitors? - The company focuses on driving significant savings and providing a best-in-class member experience, differentiating itself from competitors who may offer less tangible benefits [38][39] Question: Why is the MarpaiRx program crucial for growth? - The program is expected to deliver significant savings and a competitive advantage, especially in light of upcoming legislation for transparency in the pharmacy benefit management space [42][44]

Financial Performance - Total revenue for the year ended December 31, 2024, was $28.2 million, a decrease of 24% from $37.2 million in 2023[151] - Net loss for 2024 was $22.1 million, a 23% improvement from a net loss of $28.8 million in 2023[168] - Adjusted EBITDA loss improved to $9.1 million in 2024 from a loss of $20.2 million in 2023, due to better resource utilization and expense reduction[171] Expenses - Cost of revenue for 2024 was $19.1 million, down 21% from $24.2 million in 2023, aligning with the decrease in revenue[153] - General and administrative expenses decreased by 33% to $12.8 million in 2024 from $19.2 million in 2023, resulting in savings of approximately $6.4 million[155] - Sales and marketing expenses dropped 73% to $1.8 million in 2024 from $6.6 million in 2023, reflecting a savings of about $4.8 million[156] - Research and development expenses fell by 98% to $29 thousand in 2024 from $1.3 million in 2023, due to a focus on eliminating certain development projects[158] Cash Flow and Financing - The company recognized a net cash used in operating activities of $15.2 million for the year ended December 31, 2024, compared to $15.7 million for 2023, reflecting a decrease of $591 thousand[191] - Net cash provided by financing activities increased to $10.7 million in 2024 from $5.1 million in 2023, primarily due to proceeds from private placements and the issuance of debentures[193] - The company financed its operations primarily through the sale of convertible notes, warrants, and common stock, as well as borrowing from various lenders[177] Impairments and Charges - The company recorded a goodwill and intangible asset impairment charge of $7.6 million in June 2024, reflecting a full impairment due to operational changes[160] - The company reported a net loss of $22.1 million for the year ended December 31, 2024, which was offset by non-cash items totaling $13.6 million and a decrease in net working capital items amounting to $6.7 million[191] Capital Transactions - The company entered into a securities purchase agreement on January 16, 2024, selling 1,322,100 shares at a price of $0.9201 per share, raising capital from insiders[183] - The company executed a debt reduction agreement on January 31, 2025, reducing the Base Purchase and Full Base Amount by $3 million, contingent on meeting specific criteria by December 31, 2024[179] - The company repaid $1.8 million to Libertas Funding, LLC in April 2024 to satisfy the Libertas Agreement, which involved selling future receipts totaling $2.2 million for a purchase price of $1.7 million[184] - The company issued Senior Secured Convertible Debentures for a principal sum of $11.83 million on April 15, 2024, with an option to redeem $5 million at its election[186] - The company recognized a gain of $3.0 million in its consolidated statements of operations as of December 31, 2024, following the fulfillment of reduction criteria under the AXA Amendment[179] Going Concern and Liquidity - The company has substantial doubt about its ability to continue as a going concern for the next twelve months due to liquidity concerns[182] Share-Based Compensation - The company accounts for share-based compensation in accordance with ASC Topic 718, recognizing expenses over the requisite service period, generally the vesting period of the grant[205] - The expected term of stock options granted to employees is estimated using the simplified method, averaging the vesting term and the original contractual term[207] - The fair value of share-based payment awards is calculated using the Black-Scholes option-pricing model, influenced by stock price, expected volatility, expected life, risk-free interest rate, and expected dividends[207] - The company evaluates convertible notes and debentures to determine if any embedded features require separate accounting as derivative financial instruments[209] - Changes in assumptions for share-based compensation may significantly impact future results of operations, with incremental costs recognized when incurred[208] - The company includes variable consideration in transaction prices only if it is probable that amounts will not be subject to significant reversals[204] - Share-based awards that vest based on performance conditions recognize expense when it is probable that the conditions will be met[208] - The company accounts for forfeitures of awards as they occur, impacting the share-based compensation expense[208] Accounting and Market Risk - Recent accounting pronouncements are discussed in Note 3 of the consolidated financial statements in the Annual Report[210] - There are no applicable quantitative and qualitative disclosures about market risk[211]

Financial Performance - Q4 2024 net revenues were $6.6 million, a decrease of $0.4 million, or 6.0% lower than Q3 2024[5] - Full year 2024 net revenues were $28.2 million, down $9.0 million, or 24.2% lower year over year[5] - Adjusted EBITDA for the year ended December 31, 2024 amounted to a loss of $9.1 million, an improvement from a loss of $20.2 million in 2023[4] - Net loss for the fiscal year was $22.1 million, an improvement of $6.7 million, or 23.2% lower year over year[5] - Basic and diluted earnings per share in Q4 2024 were ($0.08), an improvement of $0.22 per share compared to Q3 2024[5] - Net loss for the year ended December 31, 2024, was $22,088,000, an improvement from a net loss of $28,752,000 in 2023, representing a 23.3% reduction[22] - Adjusted EBITDA for the year ended December 31, 2024, was $(9,057,000), compared to $(20,181,000) in 2023, indicating a significant improvement of 55.1%[25] Operating Expenses and Cash Flow - Operating expenses for the fiscal year ended December 31, 2024 were $31.2 million, an improvement of $9.7 million, or 23.7% lower year over year[5] - Cash flows from operating activities resulted in a net cash used of $15,158,000 for 2024, slightly better than $15,749,000 in 2023[22] - Total cash, cash equivalents, and restricted cash at the end of the period decreased to $9,232,000 from $13,492,000 at the beginning of the period, reflecting a decrease of 31.7%[22] - Cash paid for interest in 2024 was $1,742,000, compared to no interest paid in 2023[23] Assets and Liabilities - Marpai's total current assets decreased to $11.9 million as of December 31, 2024, down from $17.1 million in 2023[18] - Total liabilities decreased to $40.6 million as of December 31, 2024, down from $45.1 million in 2023[18] Impairment and Depreciation - Impairment of goodwill and intangible assets increased to $7,588,000 in 2024 from $3,018,000 in 2023, indicating a rise of 151.5%[25] - Depreciation and amortization expenses decreased to $2,256,000 in 2024 from $3,897,000 in 2023, a reduction of 42.0%[25] Financing Activities - Proceeds from the issuance of convertible debentures amounted to $8,000,000 in 2024, with additional net cash provided by financing activities totaling $10,671,000[22] - The company reported a loss on debt extinguishment of $1,877,000 in 2024, with no such loss reported in 2023[25] Business Strategy - The company plans to introduce high-impact PBM-based products in the second half of 2025 to drive revenue growth[7] - The company is focused on streamlining costs while deploying innovative services, including the Empara Member Engagement Portal[7] Business Unit Sale - The company generated $227,000 from the sale of a business unit in 2024, down from $1,000,000 in 2023[22]

Core Insights - Marpai, Inc. is taking significant steps to transform self-funded employer health plans through a strategic collaboration with Empara, a healthcare technology innovator, and the rollout of Empara's Health Engagement Platform [1][2] Group 1: Company Overview - Marpai operates in the $22 billion Third-Party Administrator (TPA) market, focusing on self-funded employer health plans that account for over $1 trillion in annual claims [3] - The company aims to enhance the healthcare experience by consolidating multiple fragmented tools into a unified platform that provides intuitive access to benefits for plan members and administrators [2][3] Group 2: Strategic Initiatives - The integration of Empara's platform is expected to drive operational improvements and enhance benefit utilization, ultimately empowering users to manage their health interactions and costs more effectively [2][3] - Marpai anticipates having the full platform operational by the end of the second quarter of 2025, indicating a commitment to rapid implementation of these changes [3]

Core Viewpoint - Health In Tech has announced a strategic collaboration with Vitable and MARPAI to introduce a competitively priced self-funded health plan, aiming to enhance affordability and efficiency in healthcare access [1][3]. Company Overview - Health In Tech is an Insurtech platform company utilizing third-party AI technology to streamline processes in the healthcare industry, focusing on vertical integration, process simplification, and automation [5]. - Vitable offers a hybrid Direct Primary Care health plan that provides easy access to primary care and mental health services, targeting the under- and uninsured workforce [6]. - Marpai, Inc. operates in the TPA sector, providing value-oriented health plan services to employers, competing in a market worth $22 billion [7]. Collaboration Details - The collaboration aims to leverage Vitable's Direct Primary Care model and MARPAI's self-funded health plans to deliver competitive quotes through Health In Tech's eDIYBS platform [2][4]. - Vitable's enhanced primary care plan includes in-person and virtual access, mental health programs, free prescription drugs, and lab work, all under a low monthly fee with $0 out-of-pocket costs for members [2][6]. - The partnership is expected to improve member satisfaction and healthcare cost containment, with a focus on delivering comprehensive care [3][4].

Company Overview - Marpai, Inc. operates as a national Third-Party Administrator (TPA) in the $22 billion TPA market, focusing on affordable healthcare solutions for self-funded employer health plans [1][6] - The company aims to transform the TPA market by providing intelligent healthcare solutions and has a significant presence in managing over $1 trillion in annual claims [6] Recent Funding - Marpai announced an additional funding of $5,000,000 from JGB Collateral LLC, intended for growth initiatives and general working capital [1][5] - The company previously entered into a Securities Purchase Agreement to sell Senior Secured Convertible Debentures totaling $11,830,000 for a purchase price of $11,000,000 [2] - Amendments to the Purchase Agreement allowed for an additional $5,376,000 in Debentures, with $2,000,000 already delivered and $3,000,000 held in escrow pending certain conditions [3][4] Management Commentary - The CEO of Marpai expressed satisfaction with the ongoing relationship with JGB and emphasized that the proceeds will support growth initiatives and enhance working capital [5]

Core Insights - Marpai, Inc. is transforming the $22 billion Third-Party Administrator (TPA) market by providing affordable and intelligent healthcare solutions for self-funded employer health plans [1][4] - The company has secured several significant new accounts for 2025, including clients from the restaurant, hospital, and housing industries, which collectively represent thousands of employee lives [2][3] - Marpai is on track for expected break-even performance in early 2025 due to new sales and ongoing cost efficiencies [3] Company Overview - Marpai operates as a national TPA through its subsidiaries, focusing on value-oriented health plan services for employers that directly pay for employee health benefits [4] - The company competes in a sector that serves self-funded employer health plans, which account for over $1 trillion in annual claims [4] - Marpai's initiatives, such as Marpai Saves, aim to deliver healthier member populations while managing health plan budgets [4] Sales and Growth Strategy - The addition of a new sales team in early 2024 has enabled Marpai to target new business and renewals effectively, traditionally focused on January 1st [2] - The company has reported successful client acquisitions, including a 4,000-employee restaurant group and a 6,000-employee hospital group, set to transition in 2025 [2][3] - Marpai's CEO highlighted the sales team's success in leveraging the Marpai Saves initiative to provide immediate value to targeted industries [3]

Revenue Performance - Total revenue for the three months ended September 30, 2024, was $7.0 million, a decrease of 19.7% from $8.7 million in the same period of 2023[110] - For the nine months ended September 30, 2024, total revenue was $21.6 million, down 24.1% from $28.4 million in 2023[111] Cost and Expenses - Cost of revenue for the three months ended September 30, 2024, was $5.0 million, a decrease of 11.6% from $5.7 million in 2023[113] - General and administrative expenses for the three months ended September 30, 2024, were $2.8 million, down 43.6% from $5.0 million in 2023[115] - General and administrative expenses decreased to $10.0 million for the nine months ended September 30, 2024, down from $15.9 million for the same period in 2023, a reduction of approximately 37.7%[116] - Sales and marketing expenses for the nine months ended September 30, 2024, were $1.4 million, a decrease of 74.5% from $5.5 million in the same period in 2023[118] - Information technology expenses decreased to $3.6 million for the nine months ended September 30, 2024, compared to $4.8 million for the same period in 2023, a reduction of 25%[120] - Research and development expenses fell to $22 thousand for the nine months ended September 30, 2024, down from $1.3 million in the same period in 2023, a decrease of approximately 98.3%[122] - The company reported a significant decrease in research and development expenses, down 97.4% to $7,000 for the three months ended September 30, 2024[108] - Depreciation and amortization expenses decreased to $2.1 million for the nine months ended September 30, 2024, from $3.0 million in the same period in 2023, a reduction of approximately 30%[124] Operating Performance - Operating loss for the three months ended September 30, 2024, was $(3.1) million, a 56.5% improvement from $(7.0) million in 2023[108] - Net loss for the three months ended September 30, 2024, was $(3.6) million, a 51.2% improvement from $(7.3) million in 2023[108] Strategic Initiatives - The company is exploring strategic alternatives to maximize shareholder value, including potential mergers or sales[105] - The company plans to adapt its approach to better serve customer needs amid evolving market conditions[110] Financial Position - As of September 30, 2024, the company had an accumulated deficit of approximately $97.7 million and unrestricted cash and cash equivalents of approximately $830 thousand[128] - Net cash used in operating activities totaled $10.3 million for the nine months ended September 30, 2024, a decrease of $5.0 million compared to $15.3 million for the same period in 2023[138] - The company raised $8.6 million from financing activities during the nine months ended September 30, 2024, an increase of approximately 32.6% compared to $6.4 million in the same period in 2023[139] Impairment and Interest - The company recorded a goodwill and intangible asset impairment charge of $7.6 million in June 2024 due to continued operating losses and negative cash flows[125] - Interest expense increased to $1.9 million for the nine months ended September 30, 2024, compared to $1.1 million for the same period in 2023, an increase of approximately 71.8%[127] Stock Listing - The company transitioned its common stock listing from Nasdaq to OTCQX effective May 29, 2024[103]

Powers will share his expertise at the following events: 1. HCAA TPA University (July 15-17, St. Louis) Premier event for third-party administrators and self-funded industry professionals Focus: Winning in the Transparent Marketplace: The Ethical Administrator https://www.hcaa.org 2. SIIA National Conference (October 8-10, Phoenix, AZ) Showcasing cutting-edge strategies and technologies in employee benefits and healthcare. Focus: Healthcare is Fixed. Join us to replicate the fixes. https://rosettafest.org A ...

As filed with the Securities and Exchange Commission on May 30, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MARPAI INC. (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) Copies to: Ron Ben-Bassat, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 660-5000 Facsimile: (212) 660-3001 Approximate date of ...