Marpai Inc.

12/11/2023 | Press release | Distributed by Public on 12/11/2023 15:35

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 6, 2023, Marpai, Inc. (the "Company") executed a Separation Agreement (the "Gonzalez Agreement") with Edmundo Gonzalez, the Company's former Chief Executive Officer.

Pursuant to the terms of the Gonzalez Agreement, the Company agreed to extend, until December 6, 2024, the exercise period of Mr. Gonzalez's options which were granted under the Company's 2021 Global Stock Incentive Plan, including (i) the option grant dated June 14, 2022 for 214,308 shares of the Company's Class A common stock, which were fully vested upon grant, (ii) the option grant dated June 14, 2022 for 175,000 shares of the Company's Class A common stock, with a vesting commencement date of June 14, 2022, and (iii) the option grant dated June 14, 2022 for 75,000 shares of the Company's Class A common stock, with a vesting commencement date of June 14, 2022. Also, the Company agreed to issue Mr. Gonzalez a warrant (the "Warrant") to purchase up to 140,000 shares of the Company's Class A common stock, with an exercise price of $2.50 per share with a five (5) year term. The Warrant's purchase price is $0.23 per share, with the right to a cashless exercise.

On December 5, 2023, the Company executed a Separation Agreement (the "Bibring Agreement") with Yoram Bibring, the Company's former Chief Financial Officer. Pursuant to the terms of the Bibring Agreement, the Company agreed to pay Mr. Bibring severance in an amount equal to six (6) months of Mr. Bibring's base salary, totaling $127,500.

The foregoing description of the terms of the Warrant, Gonzalez Agreement and the Bibring Agreement are not intended to be complete and are qualified in their entirety by reference to the Warrant, Gonzalez Agreement and the Bibring Agreement, copies of which are attached hereto as Exhibits 1.1, 10.1 and 10.2, respectively, and incorporated herein by reference.