MARPAI INC

Item 1.01 Entry into a Material Definitive Agreement. On July 16, 2026, Marpai, Inc. (the “Company”) entered into Amendment No. 2 to Purchase Agreement (the “AXA Amendment”) with AXA S.A., a French société anonyme (“AXA”). The AXA Amendment amends the Membership Interest Purchase Agreement, dated August 4, 2022, as amended on February 7, 2024 (the “AXA Agreement”), executed by and among the Company, XL America Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation and AXA, pursuant to which the Company acquired all the membership interests of Maestro Health, LLC. The AXA Amendment provides that the requirement by the Company to pay AXA an amount equal to thirty five percent of the net proceeds shall be amended such that from the date of the AXA Amendment through December 31, 2026, such payments will only be required after $5 million in offering proceeds are received by the Company. The AXA Amendment also provides that the Company shall make minimal annual payments of not less than $0, $1,000,000, $5,000,000 and $22,250,969 in years 2026, 2027, 2028 and 2029. In addition, the Company agreed not to incur any additional indebtedness other than the Company’s currently outstanding indebtedness. The foregoing does not purport to be a complete description of the Amendment Agreement, and such description is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “ Form 8-K ”) and is incorporated by reference herein.

Item 8.01 Other Events. On July 20, 2026, the Company issued a press release, titled “Marpai Inc. Announces Debt Restructuring Agreements with JGB Capital and AXA, Reducing Debt Service by $26.4 Million Through 2027 and Enhances Near term Liquidity”. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.