- Delisting or suspension action stayed pending the issuance
of a final decision
NEW
YORK, Dec. 1, 2023 /PRNewswire/ --
Marpai, Inc. ("Marpai" or the "Company") (Nasdaq:
MRAI), an independent national Third-Party Administrator (TPA)
company transforming the $22 billion
TPA market supporting self-funded employer health plans, today
announced that it has requested and been granted a hearing before
the Nasdaq Listing Qualifications Panel ("Panel") to appeal the
determination by the Listing Qualifications Department of The
Nasdaq Stock Market (the "Staff") and request a further extension
of time and present its plan to regain compliance with Nasdaq
Listing 5550(b)(2). The hearing is scheduled for March 24, 2024.
The requested appeal stays any delisting or suspension action
pending the issuance of a final decision by the Panel. The Panel
has broad discretionary public interest authority, which includes
the discretion to grant the Company up to an additional 180
calendar days from November 28, 2023,
to regain compliance. The Panel can also exercise that authority to
apply additional or more stringent criteria for the continued
listing of the Company's common stock or suspend or delist
securities. Ultimately, there is no guarantee that the Panel will
grant an extension of the compliance period.
About Marpai, Inc.
Marpai, Inc. (Nasdaq: MRAI) is a leading, national TPA (Third
Party Administrator) company bringing value-oriented health plan
services to employers that directly pay for employee health
benefits. Primarily competing in the $22 billion TPA sector serving self-funded
employer health plans representing over $1
trillion in annual claims. Marpai works to deliver the
healthiest member population for the health plan budget. Operating
nationwide, Marpai offers access to leading provider networks
including Aetna and Cigna and all TPA services. For more
information, visit www.marpaihealth.com, the content of which
is not incorporated by reference into this press release.
Forward-Looking Statement Disclaimer
This press release contains forward-looking statements, as that
term is defined in the Private Litigation Reform Act of 1995, that
involve significant risks and uncertainties. Forward-looking
statements can be identified through the use of words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," "guidance," "may," "can," "could", "will",
"potential", "should," "goal" and variations of these words or
similar expressions. For example, the Company is using forward
looking statements when it discusses its belief that the third
quarter results reflect continued momentum towards sustainable
profitability. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect Marpai's
current expectations and speak only as of the date of this release.
Actual results may differ materially from Marpai's current
expectations depending upon a number of factors. These factors
include, among others, adverse changes in general economic and
market conditions, competitive factors including but not limited to
pricing pressures and new product introductions, uncertainty of
customer acceptance of new product offerings and market changes,
risks associated with managing the growth of the business. Except
as required by law, Marpai does not undertake any responsibility to
revise or update any forward-looking statements whether as a result
of new information, future events or otherwise.
More detailed information about Marpai and the risk factors that
may affect the realization of forward-looking statements is set
forth in Marpai's filings with the Securities and Exchange
Commission. Investors and security holders are urged to read these
documents free of charge on the SEC's web site
at http://www.sec.gov.
MARPAI, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE
SHEET (in thousands,, except share and per share data)
(UNAUDITED)
|
|
|
|
September 30,
2023
|
|
December 31,
2022
|
|
|
(Unaudited)
|
|
|
ASSETS:
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
|
$
3,018
|
|
$
13,764
|
Restricted
cash
|
|
11,234
|
|
9,353
|
Accounts receivable,
net of allowance for credit
losses of $23,458 and
$23,458
|
|
977
|
|
1,438
|
Unbilled
receivable
|
|
595
|
|
350
|
Prepaid expenses and
other current assets
|
|
961
|
|
1,602
|
Other
receivables
|
|
32
|
|
31
|
Total current
assets
|
|
16,817
|
|
26,538
|
|
|
|
|
|
Property and
equipment, net
|
|
663
|
|
1,506
|
Capitalized software,
net
|
|
2,743
|
|
4,589
|
Operating lease
right-of-use assets
|
|
2,520
|
|
3,842
|
Goodwill
|
|
6,035
|
|
5,837
|
Intangible assets,
net
|
|
5,502
|
|
6,323
|
Security
deposits
|
|
1,309
|
|
1,293
|
Other long-term
asset
|
|
22
|
|
22
|
Total
assets
|
|
$
35,611
|
|
$
49,950
|
LIABILITIES AND
STOCKHOLDERS' (DEFICIT) EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
|
$
3,101
|
|
$
1,458
|
Accrued
expenses
|
|
4,660
|
|
5,275
|
Accrued fiduciary
obligations
|
|
9,878
|
|
9,024
|
Deferred
revenue
|
|
1,261
|
|
289
|
Current portion of
operating lease liabilities
|
|
600
|
|
1,311
|
Other short-term
liabilities
|
|
947
|
|
—
|
Due to related
party
|
|
—
|
|
3
|
Total current
liabilities
|
|
20,447
|
|
17,360
|
|
|
|
|
|
Other long-term
liabilities
|
|
19,113
|
|
20,203
|
Operating lease
liabilities, net of current portion
|
|
3,813
|
|
4,772
|
Deferred tax
liabilities
|
|
1,480
|
|
1,480
|
Total
liabilities
|
|
44,853
|
|
43,815
|
COMMITMENTS AND
CONTINGENCIES
|
|
|
|
|
STOCKHOLDERS'
(DEFICIT) EQUITY
|
|
|
|
|
Common stock, $0.0001
par value, 227,791,050
shares authorized; 7,810,625 and 5,319,758 issued and
outstanding at September 30, 2023 and December 31,
2022, respectively (1)
|
|
1
|
|
1
|
Additional paid-in
capital
|
|
62,476
|
|
54,128
|
Accumulated
deficit
|
|
(71,719)
|
|
(47,993)
|
Total stockholders'
(deficit) equity
|
|
(9,242)
|
|
6,135
|
Total liabilities
and stockholders' (deficit) equity
|
|
$
35,611
|
|
$
49,950
|
|
|
|
|
|
|
(1) Reflects
1-for-4 reverse stock split that became effective June 29, 2023.
See Note 1 to the unaudited condensed consolidated financial
statements.
|
MARPAI, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS (in thousands, except share and per share
data)
(Unaudited)
|
|
|
|
Three Months
Ended
|
|
|
September 30,
2023
|
|
September 30,
2022
|
Revenue
|
|
$
8,729
|
|
$
4,938
|
Costs and
expenses
|
|
|
|
|
Cost of revenue
(exclusive of depreciation and amortization
shown separately
below)
|
|
5,691
|
|
3,626
|
General and
administrative
|
|
4,986
|
|
2,718
|
Sales and
marketing
|
|
1,842
|
|
1,054
|
Information
technology
|
|
1,269
|
|
1,538
|
Research and
development
|
|
267
|
|
782
|
Depreciation and
amortization
|
|
927
|
|
842
|
Loss on disposal of
assets
|
|
7
|
|
—
|
Facilities
|
|
768
|
|
193
|
Total costs and
expenses
|
|
15,757
|
|
10,753
|
Operating
loss
|
|
(7,028)
|
|
(5,815)
|
Other income
(expenses)
|
|
|
|
|
Other
income
|
|
130
|
|
56
|
Interest expense,
net
|
|
(384)
|
|
(3)
|
Foreign exchange
(loss) gain
|
|
(14)
|
|
(19)
|
Loss before
provision for income taxes
|
|
(7,296)
|
|
(5,781)
|
Income tax
expense
|
|
—
|
|
—
|
Net
loss
|
|
$
(7,296)
|
|
$
(5,781)
|
Net loss per share,
basic & fully diluted (1)
|
|
$
(0.98)
|
|
$
(1.14)
|
Weighted average
common shares outstanding, basic and
diluted (1)
|
|
7,479,401
|
|
5,087,164
|
|
(1)
Reflects 1-for-4 reverse stock split that became effective
June 29, 2023. See Note 1 to the unaudited condensed consolidated
financial statements.
|
MARPAI, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS (in thousands, except share and per share
data)
(Unaudited)
|
|
|
|
|
Nine Months
Ended
|
|
|
|
September 30,
2023
|
|
September 30,
2022
|
Revenue
|
|
|
$ 28,448
|
|
$ 16,713
|
Costs and
expenses
|
|
|
|
|
|
Cost of revenue
(exclusive of depreciation and
amortization shown
separately below)
|
|
|
18,530
|
|
12,324
|
General and
administrative
|
|
|
15,938
|
|
7,940
|
Sales and
marketing
|
|
|
5,494
|
|
4,830
|
Information
technology
|
|
|
4,775
|
|
3,862
|
Research and
development
|
|
|
1,291
|
|
2,684
|
Depreciation and
amortization
|
|
|
2,974
|
|
2,444
|
Loss on disposal of
assets
|
|
|
350
|
|
60
|
Facilities
|
|
|
1,918
|
|
586
|
Total costs and
expenses
|
|
|
51,270
|
|
34,730
|
Operating
loss
|
|
|
(22,822)
|
|
(18,017)
|
Other income
(expenses)
|
|
|
|
|
|
Other
income
|
|
|
231
|
|
95
|
Interest expense,
net
|
|
|
(1,102)
|
|
(7)
|
Foreign exchange
(loss) gain
|
|
|
(32)
|
|
(5)
|
Loss before
provision for income taxes
|
|
|
(23,725)
|
|
(17,934)
|
Income tax
expense
|
|
|
—
|
|
—
|
Net
loss
|
|
|
$
(23,725)
|
|
$
(17,934)
|
Net loss per share,
basic & fully diluted (1)
|
|
|
$
(3.62)
|
|
$
(3.58)
|
Weighted average
common shares outstanding, basic and
diluted (1)
|
|
|
6,552,575
|
|
5,004,779
|
|
(1) Reflects
1-for-4 reverse stock split that became effective June 29, 2023.
See Note 1 to the unaudited condensed consolidated financial
statements.
|
MARPAI, INC. AND
SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (in thousands, except share and per share data)
(Unaudited)
|
|
|
|
Nine Months
Ended
|
|
|
|
September 30,
2023
|
|
September 30,
2022
|
Cash flows from
operating activities:
|
|
|
|
|
Net loss
|
|
$
(23,725)
|
|
$
(17,934)
|
Adjustments to
reconcile net loss to net cash used in
operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
|
2,974
|
|
2,444
|
Loss on disposal of
assets
|
|
350
|
|
60
|
Share-based
compensation
|
|
1,837
|
|
2,433
|
Shares issued to
vendors in exchange for services
|
|
79
|
|
31
|
Amortization of
right-of-use asset
|
|
1,289
|
|
517
|
Gain on termination of
lease
|
|
33
|
|
—
|
Non-cash
interest
|
|
1,204
|
|
—
|
Changes in operating
assets and liabilities:
|
|
|
|
|
Accounts receivable
and unbilled receivable
|
|
641
|
|
16
|
Prepaid expense and
other assets
|
|
216
|
|
377
|
Other
receivables
|
|
(2)
|
|
35
|
Security
deposit
|
|
(16)
|
|
—
|
Accounts
payable
|
|
336
|
|
(433)
|
Accrued
expenses
|
|
(693)
|
|
(436)
|
Accrued fiduciary
obligations
|
|
853
|
|
(1,642)
|
Operating lease
liabilities
|
|
(1,670)
|
|
(512)
|
Due To related
party
|
|
(3)
|
|
—
|
Other
liabilities
|
|
973
|
|
(295)
|
Net cash used in
operating activities
|
|
(15,324)
|
|
(15,339)
|
Cash flows from
investing activities:
|
|
|
|
|
Capitalization of
software development costs
|
|
—
|
|
(810)
|
Disposal of property
and equipment
|
|
27
|
|
—
|
Purchase of property
and equipment
|
|
—
|
|
(70)
|
Net cash provided by
(used in) investing activities
|
|
27
|
|
(880)
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from stock
options exercises
|
|
0
|
|
—
|
Proceeds from issuance
of common stock in a public
offering,
net
|
|
6,432
|
|
—
|
Net cash provided by
financing activities
|
|
6,432
|
|
—
|
|
|
|
|
|
Net decrease in
cash, cash equivalents and restricted cash
|
|
(8,865)
|
|
(16,219)
|
|
|
|
|
|
Cash, cash
equivalents and restricted cash at beginning of
period
|
|
23,117
|
|
25,934
|
Cash, cash
equivalents and restricted cash at end of period
|
|
$
14,252
|
|
$
9,715
|
|
|
|
|
|
Reconciliation of
cash, cash equivalents, and restricted cash
reported in the condensed consolidated balance sheet
|
|
|
|
|
Cash and cash
equivalents
|
|
$
3,018
|
|
$
4,748
|
Restricted
cash
|
|
11,234
|
|
4,966
|
Total cash, cash
equivalents and restricted cash shown in the
condensed consolidated statement of cash flows
|
|
$
14,252
|
|
$
9,714
|
Supplemental
disclosure of non-cash activity
|
|
|
|
|
Measurement period
adjustment to Goodwill
|
|
$
198
|
|
$
—
|
|
|
|
|
|
|
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SOURCE Marpai