Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
MARPAI, INC. (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
571354109 (CUSIP Number) |
Damien Lamendola c/o Marpai, Inc., 615 Channelside Drive, Suite 207 Tampa, FL, 33602 (646) 303-3483 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 571354109 |
| 1 |
Name of reporting person
Damien Lamendola | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,836,189.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
37.15 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Comprised of (i) 400,000 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Marpai, Inc. (the "Issuer") held directly by Mr. Lamendola, (ii) 4,447,093 shares of the Issuer's Common Stock held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (iii) 931,674 shares of the Issuer's Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings LLC (f/k/a HillCour Holding Corporation) ("HillCour Holdings"), a corporation controlled by Mr. Lamendola, and Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC, (iv) 62,500 shares of the Issuer's Common Stock issuable upon the exercise of options issued to Mr. Lamendola at an exercise price of $4.44, of which 57,422 are vested and excluding (a) 310,000 Restricted Stock Units ("RSUs") which will vest over the next 2 years, held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, and (b) 400,000 RSUs held directly by Mr. Lamendola, vesting as follows: 200,000 RSUs will vest on the first-year anniversary of the date of grant and 200,000 RSUs will vest on the second-year anniversary of the date of grant. (2) Percentage is calculated based on 15,709,186 shares of Common Stock outstanding as of June 2, 2025.
SCHEDULE 13D
|
| CUSIP No. | 571354109 |
| 1 |
Name of reporting person
HillCour Investment Fund, LLC 81-5352590 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,378,767.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
34.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(3) Comprised of (i) 4,447,093 shares of Common Stock of the Issuer held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, and (ii) 931,674 shares of the Issuer's Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a corporation controlled by Mr. Lamendola, and Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC, and excluding 310,000 RSUs which will vest over the next 2 years, held directly by HillCour Investment Fund, LLC, of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power.
SCHEDULE 13D
|
| CUSIP No. | 571354109 |
| 1 |
Name of reporting person
WellEnterprises USA, LLC 46-0837544 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
931,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.93 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(4) Comprised of 931,674 shares of the Issuer's Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola. Mr. Lamendola holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.0001 par value | |
| (b) | Name of Issuer:
MARPAI, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
615 CHANNELSIDE DRIVE, SUITE 207, TAMPA,
FLORIDA
, 33602. | |
Item 1 Comment:
This Amendment No. 10 (this "Schedule 13D/A") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 1, 2022, as amended by Amendment No. 1 to Schedule 13D filed on February 1, 2022, Amendment No. 2 to Schedule 13D filed on August 23, 2022, Amendment No. 3 to Schedule 13D filed on August 28, 2022, Amendment No. 4 to Schedule 13D filed on November 28, 2023, Amendment No. 5 to Schedule 13D filed on December 18, 2023, Amendment No. 6 to Schedule 13D filed on January 19, 2024, Amendment No. 7 to Schedule 13D filed on March 7, 2024, Amendment No. 8 to Schedule 13D filed on May 29, 2024, and Amendment No. 9 to Schedule 13D filed on September 4, 2024 (collectively, this "Schedule 13D"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 10 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D. The purpose of this Schedule 13D/A filing is to update the ownership by Damien Lamendola, HillCour Investment Fund, LLC, and WellEnterprises USA, LLC (collectively the "Reporting Persons") of the Issuer's Common Stock. | ||
| Item 2. | Identity and Background | |
| (a) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| (b) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| (c) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| (d) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| (e) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| (f) | "Item 2. Identity and Background" is not being amended by this Schedule 13D/A." | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On January 28, 2025, the Reporting Person was granted 600,000 RSUs of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
"Item 4. Purpose of Transaction" is not being amended by this Schedule 13D/A." | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a) Damien Lamendola As of January 28, 2025, Damien Lamendola may be deemed to be the beneficial owner of: (1) 400,000 shares of the Issuer's Common Stock held directly by Mr. Lamendola (2.55% of the outstanding Common Stock); (2) 4,447,093 shares of the Issuer's Common Stock held directly by HillCour Investment Fund, LLC (28.31% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power; (3) 931,674 shares of the Issuer's Common Stock (5.93% of the outstanding Common Stock) held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola, and he holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC; (3) 43,750 shares of the Issuer's Common Stock issuable upon the exercise of options issued to Mr. Lamendola at an exercise price of $4.44, issued on June 14, 2022, and vesting monthly over a three year period, (4) 18,750 shares of the Issuer's Common Stock issuable upon the exercise of options issued to Mr. Lamendola at an exercise price of $4.44, issued on June 14, 2022, and vesting monthly over a four year period, and (5) 400,000 shares of the Issuer's Common Stock owned by Mr. Lamendola. (b) HillCour Investment Fund, LLC As of January 28, 2025, HillCour Investment Fund, LLC may be deemed to be the beneficial owner of: (1) 4,447,093 shares of the Issuer's Common Stock held directly by HillCour Investment Fund, LLC (28.31% of the outstanding Common Stock), and over which it holds the voting and dispositive power, and (2) 931,674 shares of the Issuer's Common Stock held directly by WellEnterprises USA, LLC, a wholly owned subsidiary of HillCour, Inc., which is wholly owned by HillCour Holdings, a LLC controlled by Mr. Lamendola, and he holds the voting and dispositive power over the securities held by WellEnterprises USA, LLC (c) WellEnterprises USA, LLC As of January 28, 2025, WellEnterprises USA, LLC may be deemed to be the beneficial owner of 931,674 shares of the Issuer's Common Stock which it holds directly (5.93% of the outstanding Common Stock), and over which it holds voting and dispositive power. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With R espect to Securities of the Issuer | |
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer is not being amended by this Schedule 13D/A." | ||
| Item 7. | Material to be Filed as Exhibits. | |
"Item 7. Materials to Be Filed as Exhibits" is not being amended by this Schedule 13D/A." | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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