Marpai Inc.

08/13/2026 | Press release | Distributed by Public on 08/13/2026 14:31

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mitchell Calvin Steven
2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2026
3. Issuer Name and Ticker or Trading Symbol
Marpai, Inc. [MRAI]
(Last) (First) (Middle)
4424 IHLES ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LAKE CHARLES, LA 70605
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 per share 100,000 D(1)
Common Stock, $0.001 per share 650,000 I By Benchmark Assets, LLC(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (Right to Buy) 10/30/2025 10/30/2028 Common Stock 1,300,000 $1 I By Benchmark Assets, LLC(2)
Series A Preferred Stock, $0.0001 par value 07/31/2026 (3) Common Stock 3,000,000 (3) I By Schedule 13D Group Member(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mitchell Calvin Steven
4424 IHLES ROAD
LAKE CHARLES, LA 70605
X

Signatures

/s/ Calvin Steven Mitchell 08/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 50,000 shares of common stock held of record by the reporting person's spouse.
(2) The reporting person is the sole member and manager of Benchmark Assets, LLC ("Benchmark").
(3) The 3,000 shares of Series A Preferred Stock are not subject to expiration and are convertible into shares of common stock based on the stated value of $1,000 per preferred share at a conversion rate of $1.00 per share.
(4) The Series A Preferred Stock is held by the Mitchell Family Trust II (the "Trust"), an irrevocable trust of which the reporting person is the grantor and which is a member of a group under Regulation 13D with the reporting person and Benchmark. The reporting person has no pecuniary interest in the shares owned by the Trust and disclaims beneficial ownership of the shares held by the Trust pursuant to Exchange Act Rule 13d-4.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Marpai Inc. published this content on August 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 13, 2026 at 20:32 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]