Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 11, 2023, Marpai, Inc. (the "Company") received a notification letter
(the "Notice") from the Listing Qualifications Department of The Nasdaq Stock
Market ("Nasdaq") indicating that the Company did not satisfy the requirement
for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule
5550(a)(2) ("Rule 5550(a)(2)") to maintain a minimum bid price of $1.00 per
share. The Company became deficient with Rule 5550(a)(2) as of January 11, 2023
as the closing bid price of its Class A common stock was less than $1.00 per
share for 30 consecutive business days prior to the date of the Notice.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 days,
or until July 10, 2023, to comply with Rule 5550(a)(2) by maintaining a closing
bid price of at least $1.00 per share for at least 10 consecutive business days
during this 180 days period. In the event that the Company does not regain
compliance within this 180 day period, the Company may be eligible to seek an
additional compliance period of 180 calendar days if it meets the continued
listing requirement for market value of publicly held shares and all other
initial listing standards for the Nasdaq Capital Market, with the exception of
the bid price requirement, and provides written notice to Nasdaq of its intent
to cure the deficiency during this second compliance period, by effecting a
reverse stock split, if necessary.
The Company intends to monitor the closing bid price of the Company's Class A
common stock and consider its available options in the event that the closing
bid price of the Company's Class A common stock remains below $1.00 per share.
There can be no assurance that the Company will be able to regain compliance
with the minimum bid price requirement or maintain compliance with the other
listing requirements.
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