MARPAI Inc.

• US
• MARPAI Inc.
• Finance

MRAI

Offering Team

Pre-IPO Investors

Deal Highlights

The business described below is that of the combined business, which includes Marpai Health’s technologies and A.I. modules, as well as the business of the healthcare payer, Continental Benefits. “Purchase and Reorganization Agreement” refers to the Amended and Restated Equity Interest Purchase and Reorganization Agreement dated April 1, 2021, by and among Marpai, Inc. (“Buyer”), Marpai Health, all stockholders of Marpai Health (“Marpai Stockholders”), holders of convertible notes of Marpai Health (“Marpai Noteholders,” and collectively with the Marpai Stockholders, the “Marpai Sellers”), Continental Benefits, LLC (“Continental Benefits”), WellEnterprises USA, LLC (the “Company Seller” and collectively with the Marpai Sellers, the “Sellers”) and HillCour for the purpose of joinder, to effectuate Marpai, Inc.’s Acquisition of Marpai Health and Continental Benefits. “Effective Time” refers to the time of the closing of the Acquisition pursuant to the Purchase and Reorganization Agreement. “Transaction Document” refers to any agreement, certificate or instrument delivered by a party under or in connection with the Purchase and Reorganization Agreement.

Marpai Health

Marpai Health, Inc. (originally named “CITTA, Inc.”) was founded in February 2019 as a Delaware corporation. Together with its wholly-owned subsidiary, EYME Technologies Ltd., founded in March 2019 in Israel (“EYME,” and collectively with Marpai Health, Inc., “Marpai Health”), Marpai Health engages in developing and marketing artificial intelligence (“A.I.”) and healthcare technology to analyze data with the goal of predicting and preventing costly healthcare events related to chronic conditions and expensive medical and surgical procedures.

In August 2019, Marpai Health entered into an asset purchase agreement to acquire a software system and big data analytics platform for research, analysis and prediction of security related events using A.I. for law enforcement agencies (the “Purchased Assets”). The purchase price of the Purchased Assets was $3,250,000, consisting of $70,000 in cash, 31,250 shares of Marpai Health’s common stock, and the SQN Convertible Note in the aggregate principal amount of $2,930,000. Marpai Health has since customized the acquired software system and technology platform and built new A.I. modules on it for the purposes of porting the system to the cloud and making it available in a software as a service (“SaaS”) model to allow for usage in the healthcare industry and compliance with healthcare privacy and security regulations.
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The business described below is that of the combined business, which includes Marpai Health’s technologies and A.I. modules, as well as the business of the healthcare payer, Continental Benefits. “Purchase and Reorganization Agreement” refers to the Amended and Restated Equity Interest Purchase and Reorganization Agreement dated April 1, 2021, by and among Marpai, Inc. (“Buyer”), Marpai Health, all stockholders of Marpai Health (“Marpai Stockholders”), holders o More

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