Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 28, 2024, Marpai Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with two investors, including HillCour Investment Fund, LLC, an entity controlled by the Company's Chief Executive Officer, Damien Lamendola, pursuant to which the Company agreed to issue and sell an aggregate of 2,702,702 shares of its Class A common stock (the "Common Stock") (of which HillCour purchased 1,351,351 shares of Common Stock) in a private placement, at a purchase price of $0.481 per share (or the closing bid price of the Company's Common Stock on OTCQX as of August 28, 2024).

The securities issued in the offering are exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be sold in the United States absent registration or an exemption from registration. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The foregoing description of the terms of the Securities Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.