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. 11)*
|
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 (855) 389-7330 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2025 (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
|
| 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
7,501,528.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.51 % | ||||||||
| 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) 6,109,893 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 59,961 are vested. (2) Percentage is calculated based on 18,515,572 shares of Common Stock outstanding as of October 22, 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
7,041,567.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(3) Comprised of (i) 6,109,893 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.
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
7,041,567.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.03 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(4) Comprised of (i) 6,109,893 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.
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. 11 (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, Amendment No. 9 to Schedule 13D filed on September 4, 2024, and Amendment No. 10 to Schedule 13D filed on June 2, 2025 (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. 11 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." | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3. Of this Schedule 13D/A is hereby amended to add the following: On July 17, 2025, the Reporting Person acquired 86,805 shares of the Issuer's Common Shares pursuant to a Securities Purchase Agreement entered into on July 17, 2025, by the Issuer and the purchasers thereto. On July 29, 2025, the Reporting Person acquired 371,470 shares of the Issuer's Common Shares pursuant to a Securities Purchase Agreement entered into on July 29, 2025, by the Issuer and the purchasers thereto. On September 10, 2025, the Reporting Person acquired 896,903 shares of the Issuer's Common Shares pursuant to a Securities Purchase Agreement entered into on September 10, 2025, by the Issuer and the purchasers thereto. On September 30, 2025, the Reporting Person acquired 147,058 shares of the Issuer's Common Shares pursuant to a Securities Purchase Agreement entered into on September 30, 2025, by the Issuer and the purchasers thereto | ||
| 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) | Items 5(a) and Item 5(b) of the Schedule 13D are hereby amended and supplemented by the following paragraphs: (i) Damien Lamendola As of October 22, 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 (2.16% of the outstanding Common Stock); (2) 6,109,893 shares of the Issuer's Common Stock held directly by HillCour Investment Fund, LLC (33.00% 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 (5.03% 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; (4) 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, and, (5) 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. (ii) HillCour Investment Fund, LLC As of October 22, 2025, HillCour Investment Fund, LLC may be deemed to be the beneficial owner of: (1) 6,109,893 shares of the Issuer's Common Stock held directly by HillCour Investment Fund, LLC (33.00% 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 (5.03% 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. (iii) WellEnterprises USA, LLC As of October 22, 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 (5.03% of the outstanding Common Stock), and over which it holds voting and dispositive power. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the following paragraphs: The agreement related to voting power and grant of a power of attorney and proxy which was disclosed in the Schedule 13D was terminated and is no longer in force. Except as described in the Explanatory Note, and as disclosed in any amendments to the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. | ||
| 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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