UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 9)
Under
the Securities Exchange Act of 1934
MARPAI,
INC.
(Name
of Issuer)
Class
A Common Stock, $0.0001 par value
(Title
of Class of Securities)
571354
109
(CUSIP
Number)
Damien
Lamendola c/o Marpai, Inc.
615
Channelside Drive, Suite 207
Tampa,
Florida 33602
(646)
303-3483
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
28, 2024
(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 ☐.
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
| * | The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Damien
Lamendola |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 citizen |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
210,000 (1) |
|
| 8 |
SHARED
VOTING POWER
6,049,331 |
|
| 9 |
SOLE
DISPOSITIVE POWER
210,000(1) |
|
| 10 |
SHARED
DISPOSITIVE POWER
6,049,331 |
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,049,331(1)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%(2)
|
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
| (1) | Comprised
of (i) 4,917,657 shares of Class A common stock, par value $0.0001 per share (“Common
Stock”) of Marpai, Inc. (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, (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
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, (iii) 420,000 shares of Common Stock Restricted stock awards
vesting 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, (iv) 91,117
shares of Common Stock issuable upon the exercise of warrants at an exercise price of $5.71
per share expiring on January 17, 2025 held directly by HillCour Investment Fund, LLC, of which
Mr. Lamendola is the Manager, and over which he holds the voting and dispositive power, (v)
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, (vi) 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 (vii) 210,000 shares of the Issuer’s
Common Stock held by Mr. Lamendola. |
| (2) | Percentage
is calculated based on 13,740,492 shares of Common Stock outstanding as of August 28, 2024. |
SCHEDULE
13D
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HillCour
Investment Fund, LLC 81-5352590 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 |
7 |
SOLE
VOTING POWER
0 |
|
| 8 |
SHARED
VOTING POWER
4,917,657(1)(3) |
|
| 9 |
SOLE
DISPOSITIVE POWER
0(3) |
|
| 10 |
SHARED
DISPOSITIVE POWER
4,917,657 |
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,917,657(3)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.78%(2)
|
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
| (3) | Comprised
of (i) 4,826,540 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, (ii) 420,000 shares of Common Stock Restricted stock awards vesting 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 (iii) 91,117
shares of Common Stock issuable upon the exercise of warrants at an exercise price of $5.71
per share expiring on January 17, 2025 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
| 1 |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WellEnterprises
USA, LLC 46-0837544 |
|
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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 |
7 |
SOLE
VOTING POWER
931,674(4) |
|
| 8 |
SHARED
VOTING POWER
0 |
|
| 9 |
SOLE
DISPOSITIVE POWER
931,674(4) |
|
| 10 |
SHARED
DISPOSITIVE POWER
0 |
|
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
931,674(4)
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.78%(2)
|
| 14 |
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
| (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. |
EXPLANATORY
NOTE
This
Amendment No. 9 (“Amendment No. 9”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission
(the “Commission”) on February 1, 2022, 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 and Amendment No. 8 to Schedule 13D filed on May 29, 2024 (collectively, the “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. 9 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
The
purpose of this Schedule 13D 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.
Except
as specifically amended below, all other provisions of the Schedule 13D remain in effect.
| Item 2. | Identity and Background |
Item
2 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph before the first paragraph thereof:
On
August 28, 2024, the Reporting Person purchased 1,351,351 shares of Common Stock of the Issuer at a purchase price of $0.481 per share.
The Reporting Person paid such consideration using personal funds.
| Item 3. | Source and Amount of Funds or Other
Considerations |
Item
3 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraph after the last paragraph thereof:
The
Source and Amount of Funds or Other Consideration for the purchase of the shares of Common Stock on August 28, 2024 is set forth in Item
2.
| Item 5. | Interest in Securities of
the Issuer |
Items
5(a) of the Schedule 13D are hereby amended and supplemented by the following paragraphs:
As
of August 28, 2024, Damien Lamendola may be deemed to be the beneficial owner of: (1) 4,917,657 shares of the Issuer’s Common Stock
held directly by HillCour Investment Fund, LLC (35.78% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over
which he holds the voting and dispositive power; (2) 931,674 shares of the Issuer’s Common Stock (6.78% 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) 420,000 shares of Common Stock Restricted stock awards vesting 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; (4) 91,117 shares of Common Stock
issuable upon the exercise of warrants at an exercise price of $5.71 per share expiring on January 17, 2025 held directly by HillCour
Investment Fund, LLC (0.66% of the outstanding Common Stock), of which Mr. Lamendola is the Manager, and over which he holds the voting
and dispositive power, (5) 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, (6) 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 (7) 210,000 shares of the Issuer’s Common Stock owned by Mr. Lamendola.
| (a) (b) | HillCour
Investment Fund, LLC |
As
of August 28, 2024, HillCour Investment Fund, LLC may be deemed to be the beneficial owner of: (1) 4,917,657 shares of the Issuer’s
Common Stock held directly by HillCour Investment Fund, LLC (35.78% of the outstanding Common Stock), and over which it holds the voting
and dispositive power; (2) 420,000 shares of Common Stock Restricted stock awards vesting 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 (3) 91,117
shares of Common Stock issuable upon the exercise of warrants at an exercise price of $5.71 per share expiring on January 17, 2025 held
directly by HillCour Investment Fund, LLC (0.66% of the outstanding Common Stock), and over which it holds the voting and dispositive
power.
| (a) (b) | WellEnterprises
USA, LLC |
As
of December 18, 2023, 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 (6.78% 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:
Except
as described in the Explanatory Note, and as disclosed in 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 |
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.
Dated
: September 4, 2024
| DAMIEN LAMENDOLA |
|
| |
|
|
| By: |
/s/ Damien Lamendola |
|
| Name: |
Damien Lamendola |
|
| |
|
|
| HILLCOUR INVESTMENT FUND, LLC |
|
| |
|
|
| By: |
/s/ Damien Lamendola |
|
| Name: |
Damien Lamendola |
|
| Its: |
Manager |
|
| |
|
|
| WELLENTERPRISES USA, LLC |
|
| |
|
|
| By: |
/s/ Damien Lamendola |
|
| Name: |
Damien Lamendola |
|
| Its: |
Manager |
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
7
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