Move reduces cost and burdens of Nasdaq
listing
TAMPA,
Fla., May 24, 2024 /PRNewswire/ --
Marpai, Inc. ("Marpai" or the "Company") (Nasdaq:
MRAI), an independent national Third-Party Administration
(TPA) company transforming the $22
billion TPA market supporting self-funded employer health
plans with affordable, intelligent, healthcare, today announced it
has informed The Nasdaq Stock Market LLC of its intention to
withdraw from the Nasdaq hearings process and transition the
listing of its Class A common shares, par value $0.0001 per share (the "Shares"), from The Nasdaq
Capital Market ("Nasdaq") and have the Shares quoted on the OTCQX
Market ("OTCQX"). The Company provided notice of the withdrawal to
the Nasdaq Hearings Panel on May 24,
2024. The Company was under a Nasdaq Panel Monitor and was
not in compliance with the minimum stockholders' equity
requirement, as outlined in Nasdaq Listing Rule 5550(b)(1). The
Company expects that its Shares will be suspended from trading on
Nasdaq effective at the opening of trading on Wednesday, May 29, 2024, and will have its Shares
commence trading on OTCQX immediately thereafter. The Company
anticipates that the Panel will file a SEC Form 25 which will
formally delist the Company's Shares from Nasdaq in the near
term.
Although the timing of the Company's decision was driven in part
by the determination it would be unable to comply with Nasdaq's
continued listing standards, the Company has been evaluating its
listing options and has concluded that, for the Company, the cost
of a Nasdaq listing, and the management attention required to
maintain compliance with the continued Nasdaq listing standards,
outweighs the benefits of being listed on Nasdaq. The Company
believes that eliminating the effort and cost required to maintain
compliance with Nasdaq's continued listing standards will better
enable the Company to currently focus on its objective of driving
profitable growth for Marpai.
The Company intends to have its Shares quoted on OTCQX Market
and expects that the Shares will be traded on OTCQX under its
current trading symbol "MRAI" concurrent with the Nasdaq trading
suspension. The Company expects that transferring its Shares to
OTCQX will ensure that a trading market may continue to exist for
such securities. There is no guarantee, however, that a broker will
continue to make a market in the Shares or that trading thereof
will continue on OTCQX or otherwise.
The Company will remain subject to the periodic reporting
requirements of the U.S. Securities Exchange Act of 1934, as
amended, following the delisting of its Shares from Nasdaq.
Shareholders of the Company will not be required to exchange any
Shares.
Commenting on the change, Damien
Lamendola, CEO of Marpai said, "We are thrilled that Marpai
will transition to trading on OTCQX Market. This shift reflects our
commitment to transparency, shareholder value, and meeting the
highest standards for financial reporting. OTCQX will ensure
continued visibility among institutional investors and analysts,
which we believe will ultimately translate into benefits for our
shareholders. We believe this change also benefits shareholders as
it represents a significant reduction in our public company
expenses."
About Marpai, Inc.
Marpai, Inc. is a leading, national TPA 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. Through its
Marpai Saves initiative, the Company 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. Investors
are invited to visit https://www.ir.marpaihealth.com.
About OTC Markets
OTC Markets Group Inc. (OTCQX: OTCM) operates regulated
markets for trading 12,000 U.S. and international securities. Our
data-driven disclosure standards form the foundation of our three
public markets: OTCQX® Best Market, OTCQB®
Venture Market and Pink® Open Market.
Our OTC Link® Alternative Trading Systems (ATSs)
provide critical market infrastructure that broker-dealers rely on
to facilitate trading. Our innovative model offers companies more
efficient access to the U.S. financial markets.
OTC Link ATS, OTC Link ECN and OTC Link NQB are each an SEC
regulated ATS, operated by OTC Link LLC, a FINRA and SEC registered
broker-dealer, member SIPC.
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 the timing and effect of the
Company's delisting from Nasdaq and transfer to OTCQX Market,
the expected timing of the change of the listing of the Shares from
Nasdaq to OTCQX Market, the potential benefits to be realized by
the transfer of its listing to OTCQX and that it believes that
eliminating the effort and cost required to maintain compliance
with Nasdaq's continued listing standards will better enable it to
currently focus on its objective of driving profitable
growth. 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.
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SOURCE Marpai