UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 05, 2024 |
MARPAI, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-40904 |
86-1916231 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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615 Channelside Drive, Suite 207 |
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Tampa, Florida |
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33602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 646 303-3483 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A Common Stock, par value $0.0001 per share |
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MRAI |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
Item 1.01 Entry into a Material Definitive Agreement.
AXA Amendment
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ On February 7, 2024, Marpai, Inc. (the “Company”) entered into Amendment No. 1 to Purchase Agreement (the “AXA Amendment”) with AXA S.A., a French société anonyme (“AXA”). The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC.
Pursuant to the AXA Amendment, the parties agreed to reduce the Base Purchase and the Full Base Amount (each Price (as defined in the AXA Agreement) by three million dollars in the aggregate, provided that by December 31, 2024, (i) the Company’s largest shareholder has contributed at least three million dollars in equity, (ii) the Company maintains a listing of its securities on Nasdaq or a nationally recognized stock exchange and (iii) between February 29, 2024 and April 15, 2024, the Company makes all timely payments owed under the AXA Agreement (collectively, the “Reduction Criteria”).
In addition, the AXA Amendment provides that the requirement by the Company to pay AXA an amount equal to thirty five percent of the net proceeds shall be deferred for any such funds raised in calendar year 2024 such that any such payments shall be paid no later than January 15, 2025, and any amounts due as a result of private offerings of any officers or directors of the Company shall be due and payable no later than December 31, 2025.
The AXA Amendment also provides that the Company shall make three monthly payments of $157,896 on or prior to February 29, 2024, March 31, 2024 and April 15, 2024 for the 2024 year, as well as make such total accumulated annual payments of $2,294,751, $5,300,000, $13,300,000 and $22,300,000 in years 2024, 2025, 2026 and 2027 if the Reduction Criteria are met or $2,294,751, $8,300,000, $16,300,000 and $25,300,000 in years 2024, 2025, 2026 and 2027.
Libertas Funding
On February 5, 2024, the Company entered into an Agreement of Sale of Future Receipts (the “Libertas Agreement”) with Libertas Funding LLC (“Libertas”) to sell future receipts totaling $2,193,000 for a purchase price of $1,700,000. The sold amount of future receipts were to be delivered weekly to Libertas at predetermined amounts over a period of nine months. The agreement contains an early delivery discount fee for delivering the future receivables before the end of the contract term and an origination fee. The Company’s Chief Executive Officer, Damien Lamendola, provided a guarantee for the funding agreement through various entities he controls.
The foregoing description of the terms of the Libertas Agreement and the AXA Amendment are not intended to be complete and are qualified in their entirety by reference to the Libertas Agreement and the AXA Amendment, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 8.01 Other Events.
On February 8, 2024, the Company issued a press release titled, “Marpai Announces Key Financial Agreements.” A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit |
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Description |
10.1 |
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10.2 |
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99.1 |
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104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MARPAI, INC. |
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Date: |
February 8, 2024 |
By: |
/s/ Damien Lamendola |
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Name: Damien Lamendola |
LIBERTAS
Libertas Funding, LLC
411 West Putnam Ave Suite 220, Greenwich, CT 06380
AGREEMENT OF SALE OF FUTURE RECEIPTS
This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this "Agreement") dated as of 02/02/2024, is made by and between Libertas Funding, LLC, a Connecticut Limited Liability Company as purchaser ("Purchaser"), the merchant whose name, address and other pertinent information is set forth below, as seller ("Merchant"), and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below ("Guarantor"). For good and valuable consideration, the mutual receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
Merchant Information (see addendum)
Merchant Legal Name: MARPAI, INC., et al. |
DBA Name: Marpai |
Entity Type: Corporation |
FEIN:****6231 |
State Of Incorporation : FL |
Bank Name: CHASE |
Address: 615 Channelside Drive STE 207, TAMPA,FL, 33602 |
Phone: 8638254171 |
OWNER INFORMATION (referred to individually or collectively as the ("Owner"))
Name of Owner Guarantor 1: Damien Francis Lamendola |
Cell Phone : 7208785357 |
Social Security #-: *** |
Home Address: 449 South 12th Street Unit 2301 |
City/State: TAMPA, FL |
Zip Code: 33602 |
Ownership %: ** |
Email: dlamendola@marpaihealth.com |
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PRIMARY TERMS
THIS AGREEMENT INCLUDES A JURY TRIAL AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.
In this Agreement, you are selling to us a specified amount of future payments your customers make for your goods and services, as further defined below ('Future Receipts"). We agree to buy from you (and you agree to sell to us) the amount of Future Receipts shown below (the "Amount Sold") in exchange for the "Purchase Price" shown below. In order to deliver to us the Amount Sold, you assign to us the share of your Future Receipts ("Specified Percentage") shown below, every week from the date we deliver the Purchase Price until we have received the entire Amount Sold and all fees or other amounts due under this Agreement (the "Completion Amount").
We are buying Future Receipts from you, not loaning you money. You are not required to pay interest on the Purchase Price and this Agreement has no term or required payment amounts that are not subject to change based on your future revenue. Instead, your obligation is to deliver to us the Specified Percentage of your Future Receipts as they are generated in the ordinary course of your business. This means that your obligation to us aligns with your cash flow. When your Future Receipts decline because business is slow, you will be able to deliver Future Receipts to us more slowly.
By purchasing Future Receipts from you, we assume risks such as not obtaining the Future Receipts we bought as quickly as we anticipated, or not receiving all of them if you go out of business. However, you are not allowed to engage in "bad acts" that unfairly prevent us from receiving what we paid for. For example, unless you cease operations, you are not allowed to change the bank account in which we
collect our Weekly Delivery Amounts (see below) without our approval, block our ability to collect our Weekly Delivery Amounts, sell your
Future Receipts to another funding company (stacking) or close your business and start up another similar business right away. Additionally , you are representing that the information that you provided us is accurate in all material respects and that you have not omitted providing us with information that is material to your business. The details on this are below.
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Detailed Terms and Conditions
KEY BUSINESS TERMS AND DEFINITIONS:
Amount Sold |
$2,193,000.00 |
The dollar value of Future Receipts that Merchant agrees lo sell lo Purchaser. |
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Purchase Price |
$1,700,000.00 |
The total amount that Purchaser agrees to pay for the Amount Sold. |
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Future Receipts |
$1,681,003.91 |
All sums received by or payable to Merchant from its customers as payment for Merchant's goods and/or services in the ordinary course of Merchant’s business after Merchant receives the Purchase Price from Purchaser. Future Receipts include, among other things, payments by cash, physical or electronic checks, credit cards, charge cards, debit cards, other payment cards, ACH or other electronic payments, and any other form of funds transfer or payment When the Payment Card Split Method of delivering Future Receipts is used, Purchaser will collect only Future Receipts processed through the Approved Card Processor (defined below). |
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Direct Payments to Third Parties/Renewals |
N/A |
Amounts paid to Purchaser and/or Other Funders. |
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Total Amount Sent to Merchant |
$1,666,000.00 |
The Purchase Price minus the Origination Fee (see below) minus Direct Payments to Third Parties/Renewals (see above). |
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Specified Percentage |
20% |
The percentage of Future Receipts that the Merchant is required to deliver to Purchaser until the entire Completion Amount is delivered to Purchaser in accordance with this Agreement |
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Weekly Delivery Amount |
$52,214.29 |
The dollar amount that Merchant and Purchaser agree to be an approximation of the Specified Percentage of Future Receipts each week as of the date of this Agreement, based upon the information provided by Merchant to Purchaser concerning Merchant's most recent receipts. |
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Discount Factor |
1.29 |
The adjustment to the Amount Sold that enables us to calculate the Purchase Price. |
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Origination Fee |
$34,000.00 |
The amount Purchaser will deduct from the Purchase Price and retain to compensate it for due diligence and other costs in evaluating whether to purchase the Amount Sold. |
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Repurchase Price (applicable discounts) |
1.12 @ 1 month(s) 1.14@2 month(s) 1.16@3 month(s) 1.18 @ 4 month(s) 1.2@5 month(s) |
The discounted price Merchant may pay to end this financing transaction early by repurchasing Future Receipts sold to Purchaser but not yet delivered. The Repurchase Price is equal to the discount factor set forth in the column to the left for each month following the Commencement Date. This shall be multiplied by the Purchase price unless amounts collected prior to the date in which the Repurchase price is paid. |
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Gross amount 1,700,000.00 Orig. fee 2% Net after Orig. fee 1,666,000.00 Pa1yments 156,642..90 Net 1,509,35 7.l 0 |
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Good Faith Estimate of Term |
10 Months |
This Agreement has no term. However, based on your historical revenue, we have estimated how long it will take you to deliver the Amount Sold to us under this Agreement |
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Commencement Date |
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The date when the Purchase Price is paid to Merchant |
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Business Day |
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Monday through Friday except bank holidays. |
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Remittance Method |
ACH |
Method of remittance agreed upon by Purchaser and Merchant. |
Note : The bold type terms in the tables above and below shall constitute defined terms with respect to this Agreement. PLEASE NOTE THAT THE PURCHASER WILL NOT TAKE MORE THAN THE EXPECTED WEEKLY REMITTANCE WITHOUT THE CONSENT
OF THE MERCHANT. Gross funding amount is $1,700,000, the sum of 6 weeks of discounted payments at 50% is $156,642.90, and the origination fee is $34,000, resulting in net proceeds of $1,509,357.10. Please see in the table on page 2.
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Merchant and Guarantor expressly agree not to take the position that this transaction is a loan, and they expressly waive any and all claims and defenses based on that position in any action or proceeding arising out of this Agreement, including without limitation claims or defenses of usury.
a.
Direct Debit Method.
Under the Direct Debit Method, Merchant agrees to deposit all Future Receipts into one (and only one) bank account which shall be preapproved by Purchaser (the "Approved Bank Account"). Merchant shall execute an ACH Authorization allowing Purchaser to debit directly from the Approved Bank Account each week the Weekly Delivery Amount via ACH debit, as specified below.
b.
Payment Card Split Method.
Under the Payment Card Split Method, Merchant shall exclusively use a single Approved Card Processor (defined below) to process all payments made by credit, debit, and other payment cards for Merchant's goods and services. Merchant shall instruct such Approved Card Processor to remit each week to Purchaser the Specified Percentage of the Future Receipts for that week, and to remit the balance (less any fees charged by the Approved Card Processor) to Merchant.
C.
Lockbox Method .
Under the Lockbox Method, Merchant agrees to deposit all Future Receipts into a special bank account established jointly by Purchaser and Merchant in accordance with a lockbox arrangement among Merchant, Purchaser and a banking institution chosen by Purchaser (the "Lockbox Account"), and Purchaser shall debit each week the Weekly Delivery Amount from the Lockbox Account.
At any time during the term of this Agreement, Purchaser may change the method by which it will accept the Weekly Delivery by providing Merchant with written instructions of a new method of delivery of Weekly Delivery to Purchaser.
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calendar days after the prior account becomes unavailable or Purchaser requests the designation of a new Approved Bank Account. If any weekly delivery (or multiple weekly deliveries) required under the Direct Debit Method does not occur due to a change in the Approved Bank Account, Purchaser may debit the missed weekly deliveries together with the next weekly delivery.
Account Number: ********* Routing Number: *********
Ill. Request for Reconciliation Procedure.
the Merchant without request by the Merchant for reconciliation as set forth above.
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After an Adjustment is granted, the adjusted Weekly Delivery Amount shall replace and supersede the amount of the Weekly Delivery Amount set forth in the preamble of this Agreement and future weekly deliveries shall be made in the adjusted amount. All Adjustments
made in accordance with this section or other sections of this Agreement, shall be effective for one-month, after which time, the
Merchant must provide Purchaser with its bank statements each month to allow Purchaser to re-evaluate the Merchant's information to determine whether a continued Adjustment is warranted.
a different payment card processor or use an additional payment card processor without Purchaser's express written consent. If Purchaser permits Merchant to use a different payment card processor, the new processor shall become the Approved Card Processor. In the event the Approved Card Processor becomes unavailable or Purchaser requests that a different payment card processor be used for any reason (such as the Approved Card Processor failing to timely deliver the Specified Percentage of Future Receipts to Purchaser on a consistent basis), Merchant shall arrange for another Approved Card Processor immediately, and in no
event later than five calendar days after the Approved Card Processor becomes unavailable or Purchaser requests the designation of a new Approved Card Processor.
acquirer, service provider, or financial institution taking custody of, holding, possessing, or issuing payment instructions with respect to Future Receipts (together, the "Receipts Custodians") to deliver the Specified Percentage of Future Receipts on each Business Day (the ''Weekly Delivery Amount") to Purchaser rather than Merchant until Purchaser has received the Completion Amount, or, in the
event that Purchaser declares the entire Completion Amount to be deliverable based on a breach of this Agreement, to deliver this amount. On days when banks are not open, the Specified Percentage will be delivered to Purchaser on the next banking day. For example, the Specified Percentage for Friday, Saturday, and Sunday will be delivered on the following Monday (or Tuesday if Monday is a bank holiday). Merchant acknowledges that the Approved Card Processor will be acting on behalf of Purchaser to collect the Specified Percentage of Future Receipts. Merchant agrees that the Future Receipts sold under this Agreement are Purchaser's
property. Purchaser shall have no obligation to refund or return the Amount Sold or any portion thereof to Merchant in the event that
the Approved Card Processor or any other Receipts Custodian initiates a refund, credit, reversal, or chargeback of a transaction subject to this Agreement, as such adjustments typically are netted against future card volume. Merchant agrees that when a Receipts Custodian takes custody of, holds, possesses, or issues payment instructions with respect to Future Receipts, it does so in trust for Purchaser. If there has not been a default, a Receipts Custodian will not deliver any particular day's Weekly Amount to us if that Weekly Amount has already been delivered to us by another Receipts Custodian . Merchant agrees that it does not have the right to revoke or otherwise seek to override the authorization and direction set forth in this section and that this authorization
may only be revoked by Purchaser. You agree that a Receipts Custodian may rely on any instructions issued by us with respect to the delivery of the Future Receipts, including an instruction to deliver all Future Receipts to us in the event we declare the Completion Amount to be deliverable based on a breach of this Agreement. You waive and release any and all claims you may have against any Receipts Custodian that are in any way related to the Receipts Custodian delivering Future Receipts to us as described in this section. You authorize each Receipts Custodian to provide us with any and all information we request about the Receivables that Receipts Custodian possesses or has access to, including without limitation information about weekly volumes, number of transactions, distributions, chargebacks, offsets, withdrawals, and totals. YOU, YOUR SUCCESSORS AND PERMITTED ASSIGNEES AND AFFILIATES, AGREE TO FOREVER DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS PURCHASER,
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EACH RECEIPTS CUSTODIAN, AND THEIR AND OUR SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, AFFILIATES, AND REPRESENTATIVES AGAINST ALL DAMAGES, EXPENSES, CLAIMS, SUITS, DEMANDS, COSTS, ATTORNEYS' FEES OR LOSSES ARISING OUT OF OR ALLEGED TO HAVE ARISEN OUT OF OR IN CONNECTION WITH DELIVERING FUTURE RECEIPTS TO US AS DESCRIBED IN THIS SECTION. IN NO EVENT WILL WE OR THE RECEIPTS CUSTODIANS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. The Parties agree that any amounts due a Receipts Custodian under your agreement with such Receipts Custodian or otherwise take priority over amounts to be delivered to us under this Agreement The Parties agree that each Receipts Custodian is a third-party beneficiary of this Agreement and may rely on this Agreement even though it is not a party to this Agreement You grant to us an irrevocable power of attorney, coupled with an interest, and appoint us and our designees as your attorney-in-fact, to take any and all actions necessary or appropriate to direct any new or additional processor to make payment to us as contemplated by this Section.
Business Days. Merchant’s failure to do so is a material breach of this Agreement.
and consummate the transactions contemplated hereunder; entering into this Agreement will not result in breach or violation of, or default under, any agreement or instrument by which Merchant is bound or any statute, rule, regulation, order, or other law to which Merchant is subject, nor require the obtaining of any consent, approval, permit or license from any governmental authority having jurisdiction over Merchant. All organizational and other proceedings required to be taken by Merchant to authorize the execution, delivery and performance of this Agreement have been taken. The person signing this Agreement on behalf of Merchant represents and warrants that he or she has full power and authority to bind Merchant to perform its obligations under this Agreement.
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risks as are satisfactory to Purchaser and shall provide Purchaser proof of such insurance upon request.
(for renovations, repairs or any other purpose), or permanently. Merchant agrees that, until Purchaser receives the Completion Amount, Merchant will not voluntarily close its business on a permanent or temporary basis for renovations, repairs, or any other purposes. Notwithstanding the foregoing, Merchant shall have the right to close its business temporarily if such closing is necessitated by a requirement to conduct renovations or repairs imposed upon Merchant's business by legal authorities having jurisdiction over Merchant's business (such as from a health department or fire department) or if such closing is necessitated by
circumstances outside Merchant's reasonable control . Prior to any such temporary closure of its business, Merchant shall provide Purchaser ten (10) Business Days' advance notice, or as much notice as reasonably possible under the circumstances.
Agreement. Furthermore, Merchant hereby grants Purchaser and its employees and consultants' access to Merchant's employees and records and all other items of property located at the Merchant's place of business during the term of this Agreement. Merchant hereby agrees to provide Purchaser, upon request, all and any information concerning Merchant's business operations, banking relationships, names and contact information of Merchant's suppliers, vendors and landlord(s), to allow Purchaser to interview any of those parties regarding any matters relevant to this Agreement
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19 . Security. You understand that we have the right to take delivery of the Future Receipts we purchased as they are generated in the ordinary course of your business. The Security Interest granted in this section is being given solely for the purpose of ensuring that you do not take any action to deprive us of that right This Security Interest does not mean that we have made a loan to you, does not create a debt, and does not make you a debtor or us a creditor. As security for the prompt and complete performance of any and all obligations, covenants, and agreements of Merchant under this Agreement, now or hereafter arising from, out of, or relating to this Agreement, whether direct, indirect, contingent or otherwise (hereinafter referred to collectively as the "Merchant Obligations"), Merchant hereby pledges, assigns and hypothecates to Purchaser and grants to Purchaser a continuing, perfected and first priority lien upon and security interest in, to and under all of Merchant's right, title and interest in and to the following (collectively, the "Collateral"), whether now existing or hereafter from time to time acquired:
(B) violate, result in the breach of or constitute a default under or conflict with any indenture, mortgage, deed of trust, agreement or any other instrument to which Merchant is a party or by which any of Merchant's assets (including, without limitation, the Collateral) are bound .
any defense, setoff or counterclaim, which Merchant may assert. Purchaser is hereby authorized, without notice or demand and without affecting the liability of Guarantor hereunder, to at any time renew or extend Merchant's obligations under the Agreement or otherwise modify, amend or change the terms of the Agreement.
43 . Notices. All notices, requests, consent, demands and other communications required or permitted to be given under this Agreement, other than service of process and legal notices (see section 27 above), shall be delivered by Certified mail, return receipt requested, to the respective parties to this Agreement at the addresses set forth in the Merchant Information and Owner Information sections on in the first page of this Agreement unless the Merchant and/or Guarantor(s) has received a Certified mail return receipt signed by Purchaser demonstrating that the Purchaser was provided with Merchant's and/or Guarantors'(s') notice of a change of address. Notices governed by this section shall become effective as of the date of the receipt.
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Further, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH EXPRESSLY WAIVING THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL FOR ALL CLAIMS. The term "Claim" means any claim, dispute, or controversy (whether based on contract, tort, statute, or otherwise, and whether seeking monetary or any form of non-monetary relief) arising out of or relating to this Agreement or the relationship between or among the parties (collectively, "Claims"). The term Claims is to be given its broadest possible meaning, and includes pre-existing, present, and future Claims, and Claims regarding the enforceability or scope of this waiver. For purposes of this waiver only, the term "party" means that party and all of its respective parents, subsidiaries, affiliates, predecessors, successors, assigns, agents, vendors, employees, officers, and directors. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY
AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.
The balance of this page left intentionally blank MERCHANT NAME: MARPAI, INC ., et al.
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(legal name of the business)
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OWNER/GUARANTOR #1:
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By: /s/ Damien Lamendola /s/ Damien Lamendola Name: Damien Francis Lamendola Title : CEO
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FEIN: *********
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Name: Damien Francis Lamendola
SSN: *********
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Libertas Funding. LLC Electronic Fund Transfer Authorization
This Libertas Funding, LLC Electronic Fund Transfer Authorization (the "Authorization") supplements the foregoing concurrent Agreement of Sale of Future Receipts (the "Agreement"). Except as noted below, capitalized terms in this Authorization have the meaning set forth in the Agreement.
You irrevocably authorize us (which includes for the purposes of this authorization, our agents, service providers, successors, and assigns) to take delivery of each Weekly Delivery Amount by initiating an electronic fund transfer via the Automated Clearing House network or similar network (an "ACH") from the business deposit account specified below, any substitute account you later specify, or any other account containing your Future Receipts (collectively, the "Account") on or after the date the associated Future Receipts were created. You authorize us to initiate a single ACH for the combined amounts of different Weekly Delivery Amounts as permitted by the Agreement. You further authorize us initiate ACHs to the Account for any amounts that come due under the Agreement, including ACHs for the Completion Amount
in the event you commit a Bad Act You also authorize us to initiate ACH credits or debits to the Account to correct any errors we may make
in processing a payment. In the event that an ACH is returned unpaid, you authorize us to reinitiate the ACH until it is paid and to initiate a separate ACH or to add to a reinitiated ACH the amount of any dishonored payment fee that we charge. You agree that you will not cancel this Authorization or instruct any depository holding Future Receipts we purchased to reject our ACHs. You promise that the Account
specified below and any substitute Account you provide us is used for business purposes and not for personal, family or household purposes and that you are an authorized signor on these Accounts.
Business Deposit Account Information:
Account Number: ********* Routing Number: ********* Depository Name: CHASE Depository City /State: TAMPA/FL
By signing below, you agree to the terms of this Libertas Funding, LLC Electronic Fund Transfer Authorization.
ACCEPTED AND AGREED:
Seller: MARPAI, INC., et al.
By: /s/ Damien Lamendola
Name: Damien Francis Lamendola
Title: : CEO
By: /s/ Damien Lamendola
Owner: Damien Francis Lamendola
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ADDENDUM TO CONTRACT
Addendum to Merchant Agreement 427213
This is an addendum ("Addendum") to that certain merchant agreement (the "Merchant Agreement") entered into by and among Libertas Funding, LLC (the "Purchaser''), Damien Francis Lamendola (the "Owner'') and MARPAI, INC. (the "Seller'') dated as of February 2, 2024.
WHEREAS, the Purchaser, the Owner, and Seller wish to modify the Merchant Agreement as set forth herein. The Owner and Seller are hereafter referred to collectively as the Merchant (the "Merchant").
Now therefore, for good and valuable consideration, the parties agree as follows:
Weeks |
Paym.ent Amount |
Total Payment Amount |
1-6 |
26,107.15 |
156,642.90 |
7-41 |
56,565.48 |
l,979,791.80 |
42 |
56,565.30 |
56,565.30 |
Except as provided in this Addendum, all other terms of the referenced Merchant Agreement, including without limitation the provisions allowing Merchant to seek Reconciliations and Adjustments of delivery amounts, remain unchanged.
By their signatures below the parties agreed to be bound by this addendum.
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ACCEPTED AND AGREED:
Purchaser : Libertas Funding, LLC By: /s/ Randy Saluck
Name: Randy Saluck
Title: CEO, Libertas Funding LLC
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ACCEPTED AND AGREED:
Seller: MARPAI, INC., et al.
By: /s/ Damien Lamendola
Name: Damien Francis Lamendola
Title: CEO
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By: /s/ Damien Lamendola
Owner: Damien Francis Lamendola
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REPURCHASE ADDENDUM TO CONTRACT
Addendum to Merchant Agreement 427213
This is an addendum ("Addendum") to that certain merchant agreement (the "Merchant Agreement") entered into by and among Libertas Funding, LLC (the "Purchaser''), Damien Francis Lamendola (the "Owner'1 and MARPAI, INC. (the "Seller'') dated as of February 2, 2024.
WHEREAS, the Purchaser, the Owner and Seller wish to modify the Merchant Agreement as set forth herein. Now therefore, for good and valuable consideration, the parties agree as follows:
Note that the Repurchase Price for each month below is equal to the undelivered portion of the Amount Sold divided by the Discount Factor as set forth in the "Key Business Terms and Definitions" on page 2 in the "Repurchase Price" box.
Repurchase Month |
Repurchase Price (the amount below LESS Weekly Deliveries collected by Purchaser) |
1 |
$1,904,000.00 |
2 |
$1,938,000.00 |
3 |
$1,972,000.00 |
4 |
$2,006,000.00 |
5 |
$2,040,000.00 |
All other terms of the referenced Merchant Agreement remain unchanged.
By their signatures below the parties agreed to be bound by this addendum.
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ACCEPTED AND AGREED:
Purchaser : Libertas Funding, LLC By: /s/ Randy Saluck
Name: Randy Saluck
Title: CEO, Libertas Funding LLC
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ACCEPTED AND AGREED:
Seller: MARPAI, INC., et al.
By: /s/ Damien Lamendola
Name: Damien Francis Lamendola
Title: CEO
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By: /s/ Damien Lamendola
Owner: Damien Francis Lamendola
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LIBERTAS
Seller Definition Addendum to the Agreement of Sale of Future Receipts Dated: February 2nd, 2024
Purchaser and Guarantor(s) hereby agree that "Merchant" is defined as follows:
Name: MARPAI, INC.
Address : 615 Channelside Drive STE 207 TAMPA, FL 33602 FEIN: 86-1916231
Name: WELLDYNERX, LLC
Address: 500 EAGLES LANDING DRIVE LAKELAND, FL 33810 FEIN:
Name: U.S. SPECIALTY CARE, LLC
Address : 500 EAGLES LANDING DR LAKELAND, FL 33810 FEIN:
Name: HILLCOUR, INC.
Address: 615 Channelside Drive STE 207 TAMPA, FL 33602 FEIN:
Name: WELLCARD, LLC
Address : 500 EAGLES LANDING DRIVE LAKELAND, FL 33810 FEIN:
Name: HILLCOUR INVESTMENT FUND, LLC
Address : 4532 W. KENNEDY BLVD.;SUITE 302 TAMPA, FL 33609 FEIN:
Name: WELLDYNE, INC.
Address : 4830 W. KENNEDY BLVD.;SUITE 100 TAMPA, FL 33609 FEIN:
Name: KNUVENTURES,LLC
Address: 4532 W. KENNEDY BLVD. TAMPA, FL 33609 FEIN:
Name: HILLCOUR HOLDING, LLC
Address : 4532 W. KENNEDY BLVD. TAMPA, FL 33609 FEIN:
Name: WELLENTERPRISES USA, LLC
Address: 4532 W. KENNEDY BLVD., #302 TAMPA, FL 33609
FEIN:
Name: INTEGRA EMPLOYER HEALTH, LLC
Address : 2425 CROWNPOINT EXECUTIVE DR CHARLOTTE, NC 28227 FEIN:
Name: CONTINENTAL BENEFITS LLC
Address : 5701 E HILLSBOROUGH AVE STE 1417 TAMPA, FL 33610 FEIN:
17
Name: DL AERO, LLC
Address: 4830 W KENNEDY BLVD TAMPA, FL 33609
FEIN:
18
MARPAI, INC.
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
WELLDYNERX, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
U.S. SPECIALTY CARE, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
19
HILLCOUR, INC.
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
WELLCARD, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
HILLCOUR INVESTMENT FUND, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
WELLDYNE, INC.
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
20
KNUVENTURES, LLC
21
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
HILLCOUR HOLDING, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
22
WELLENTERPRISES USA, LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
INTEGRA EMPLOYER HEALTH, LLC
23
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
24
CONTINENTAL BENEFITS LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
DLAERO,LLC
Agreed to by: /s/ Damien Lamendola (Signature), their CEO (Title)
Print Owner's Name Damien Lamendola
Purchaser: Libertas Funding, LLC
Agreed to by: __ /s/ Randy Saluck (Signature), its CEO (Title)
25
ADDENDUM TO CONTRACT
Addendum to Merchant Agreement 427213 Purchase Price: $1,700,000.00 Purchased Percentage: 20% Purchased Amount: $2,193,000.00
This is an addendum ("Addendum") to that certain merchant agreement 427213 (the "Merchant Agreement") entered into by and among Libertas Funding, LLC (the "Purchaser''), Damien Francis Lamendola (the "Owner'') and MARPAI, INC. (the "Seller" or "Merchant") dated as of February 2, 2024
WHEREAS, the Purchaser and Seller wish to modify the Merchant Agreement as set forth herein. Now therefore, for good and valuable consideration, the parties agree as follows:
with the Merchant Agreement, the Merchant understands that taking an additional short-term (12 months or less in expected term) cash advance based on credit card receivables or an ACH-based cash advance or loan based on total sales or deposits with any company (other than the Purchaser or the Purchaser's wholly-owned subsidiaries) would constitute an event of default under the Merchant Agreement, unless the Merchant receives a written authorization from the Purchaser prior to it taking such additional financing.
breach/event of default of the Merchant Agreement and that doing so will result in the immediate acceleration of all Weekly Deliveries.
By their signatures below the parties agreed to be bound by this addendum.
26
ACCEPTED AND AGREED:
By: /s/ Randy Saluck
Name: Randy Saluck
Title: CEO, Libertas Funding LLC
27
ACCEPTED AND AGREED:
Seller: MARPAI, INC., et al.
By: /s/ Damien Lamendola
Name: Damien Francis Lamendola
Title: CEO
28
29
Exh 10.2
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Amendment”), dated as of February 7, 2024, is made and entered into by and between Marpai, Inc., a New York corporation (“Marpai”) and AXA S.A., a French société anonyme (“AXA”). Marpai and AXA are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below).
R E C I T A L S
WHEREAS, Marpai and AXA are parties to that certain Purchase Agreement dated August 4, 2022 (the “Purchase Agreement”) whereby, among other things, (i) the Equity Sellers sold 100% of the issued and outstanding Units of Maestro Health, LLC, a Delaware limited liability company (“Maestro”) to Marpai for $100.00 in cash and (ii) AXA irrevocably transferred and assigned to Marpai all of AXA’s rights and obligations with respect to receiving payments under that certain Term Loan Agreement, dated May 11, 2022, by and between AXA and Maestro in the principal amount of $59,900,000 (the “AXA Note”);
WHEREAS, on the Closing Date, Marpai paid $100 to the Equity Sellers in full satisfaction of its obligations to such Equity Sellers, and all remaining payment obligations under the Purchase Agreement are owed to AXA;
WHEREAS, pursuant to the Purchase Agreement, following the transfer and assignment of the AXA Note, Marpai had certain annual payment obligations payable to AXA as provided in Section 2.4 and Exhibit 2 of the Purchase Agreement (the “Payment Obligations”);
WHEREAS, as of the date hereof, Marpai has failed to satisfy its Payment Obligations in a timely manner as provided for in the Purchase Agreement, and the Parties have agreed to amend the timing of certain Payment Obligations for the benefit of Marpai; and
WHEREAS, Section 10.9 of the Purchase Agreement generally provides that the Purchase Agreement, including any Exhibits thereto, may be amended by written agreement of the Parties.
A M E N D M E N T
NOW THEREFORE, in consideration of the foregoing, and of the terms and conditions set forth herein, the Parties hereby agree as follows:
MACROBUTTON DocID \\4154-1999-3422 v8
“in the event Purchaser or any of its Subsidiaries receives any proceeds through the sale of any securities in a private placement or public offering of securities (each an “Offering”), Purchaser shall pay to the Debt Seller an amount equal to thirty-five percent (35%) of the net proceeds of the Offering no later than sixty (60) days after the Offering unless otherwise agreed to by the Parties; provided that any amounts due with respect to any public Offerings that occur in the year 2024 shall be due and payable no later than January 15, 2025; provided further that any amounts due as a result of any private Offerings to any executive officers or directors of Purchaser that occur in the year 2024 shall be due and payable no later than December 31, 2025; and”
“Purchaser shall (x) make three monthly payments of $157,896 on or prior to February 29, 2024, March 31, 2024, and April 15, 2024 in respect of the year 2024 (the “Monthly Payments”) and (y) make payments such that the total payments made to Debt Seller will equal the accumulated annual payments set forth on Exhibit 2 by no later than December 31 of 2025, 2026, and 2027, respectively. Purchaser shall be obligated to pay the full amount of any remaining Unpaid Purchase Price (inclusive of any accrued interest at the Specified Rate) by no later than December 31, 2028. Notwithstanding anything to the contrary in this Agreement, Purchaser shall have the right, at any time and from time to time, to prepay all or any portion of the Unpaid Purchase Price by providing notice to the Debt Seller in accordance with Section 2.4(c).
MACROBUTTON DocID \\4154-1999-3422 v8
In the event of a partial prepayment of any Unpaid Purchase Price, Exhibit 2 shall be updated by the Debt Seller to reflect any reduction in the amounts of the payments due. No penalty, premium, or additional cost shall be payable by the Purchaser in connection with any prepayment.”
[Signature Page Follows]
MACROBUTTON DocID \\4154-1999-3422 v8
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.
AXA S.A.
By: /s/ Jean-Damien Létoquart
Name: Jean-Damien Létoquart
Title: Head of group Corporate The above amounts shall be reduced as indicated in the following table if the Reduction Criteria are satisfied:
Finance and Treasury
MARPAI, INC.
By: /s/ Steve Johnson
Name: Steve Johnson
Title: Chief Financial Officer
Signature Page to Amendment No.1 to Purchase Agreement
MACROBUTTON DocID \\4154-1999-3422 v8
ANNEX A
Date |
Minimum Aggregate Annual Payments |
2024 |
$ 2,294,751 |
2025 |
$ 8,300,000 |
2026 |
$ 16,300,000 |
2027 |
$ 25,300,000 |
Date |
Minimum Aggregate Annual Payments |
2024 |
$ 2,294,751 |
2025 |
$ 5,300,000 |
2026 |
$ 13,300,000 |
2027 |
$ 22,300,000 |
MACROBUTTON DocID \\4154-1999-3422 v8
Exh 99.1
FOR IMMEDIATE RELEASE
MARPAI ANNOUNCES KEY FINANCIAL AGREEMENTS
Marpai executes amendment with AXA delaying payment obligations and secures $1.7 million in revenue-based financing from Libertas Funding, LLC.
New York, February 8, 2024, Marpai, Inc. (“Marpai” or the “Company”) (Nasdaq: MRAI), an independent national Third-Party Administration company transforming the $22 billion TPA market supporting self-funded employer health plans with affordable, intelligent, healthcare, today announced two key financing agreements.
The Company executed an amendment to the Maestro Purchase Agreement with AXA S.A. (“AXA”). The amendment provides an overall extension to the payment terms, significantly reduces the remaining payment in 2024 to $473,688 and delays any further payments to 2025. In addition, AXA has agreed to certain “Reduction Criteria” that would potentially reduce the overall payment obligation by $3 million once certain criteria are met, including the Company maintaining its Nasdaq (or other national securities exchange) listing. As a part of that criteria, Mr. Lamendola, as the Company’s largest shareholder, has committed to investing at least $3 million in equity during 2024.
Damien Lamendola, Chief Executive Officer, commented, “We are very pleased to have the support of the team at AXA and this potentially removes a significant overhang for our business and allows the Company to push forward aggressively on our growth actions while demonstrating my continued commitment to the business.”
Separately, Marpai received $1.7 million in revenue-based financing from Libertas Funding, LLC (“Libertas”). Libertas has provided access to over $2.6 billion in funding for small and medium-sized businesses since its inception in 2016. Libertas empowers businesses to grow with high-tech, high-touch access to funding that pairs best-in-class client service with top-of-line technology to ensure businesses have the capital to thrive. The Company expects to use the funds for short-term working capital needs.
“Libertas has provided Marpai with flexible capital that allows us to continue to execute our operating plan without diluting shareholders,” said Steve Johnson, Chief Financial Officer.
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA company bringing value-oriented health plan services to employers that directly pay for employee health benefits. Primarily competing in the $22 billion TPA sector serving self-funded employer health plans representing over $1 trillion in annual claims. Marpai works to deliver the healthiest member population for the health plan budget. Operating nationwide, Marpai offers access to leading provider networks including Aetna and Cigna and all TPA services. For more information, visit www.marpaihealth.com, the content of which is not incorporated by reference into this press release.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties. Forward-looking statements can be identified through the use of words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," “guidance,” "may," "can," "could", "will", "potential", "should," "goal" and variations of these words or similar expressions.
Exh 99.1
For example, the Company is using forward looking statements when it discusses the potential decrease of payments to AXA if certain criteria are met. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Marpai's current expectations and speak only as of the date of this release. Actual results may differ materially from Marpai's current expectations depending upon a number of factors. These factors include, among others, adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business. Except as required by law, Marpai does not undertake any responsibility to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
More detailed information about Marpai and the risk factors that may affect the realization of forward-looking statements is set forth in Marpai's filings with the Securities and Exchange Commission. Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov.
Investor Relations contact:
Steve Johnson
steve.johnson@marpaihealth.com
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