SEC Comment Letter 0000000000-23-005683 to Marpai, Inc. (MRAI) (CIK 0001844392) (MRAI)
Marpai, Inc. (MRAI) (CIK 0001844392)
Date: May 30, 2023 · CIK: 0001844392 · Accession: 0000000000-23-005683
AI Filing Summary & Sentiment
File numbers found in text: 001-40904
Letter
United States securities and exchange commission logo May 30, 2023 Yoram Bibring Chief Financial Officer Marpai, Inc. 5701 East Hillsborough Avenue, Suite 1417 Tampa, Florida 33610-5428 Re:Marpai, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 29, 2023 File No. 001-40904 Dear Yoram Bibring: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 9A. Controls and Procedures Management's Report On Internal Control Over Financial Reporting, page 44 1.We note your disclosure in this section references your assessment and conclusion related to disclosure controls and procedures. Please revise to disclose management's assessment and conclusion related to your internal control over financial reporting as of the end of the fiscal year as required by Item 308 of Regulation S-K Exhibit 31, page 60 2.We note that your certifications filed as Exhibits 31.1 and 31.2 do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting after the end of the transition period that allows these omissions. Please file an amendment to your annual report that includes certifications that conform exactly to the language set forth within the Exchange Act Rule 13a-14(a).
FirstName LastNameYoram Bibring Comapany NameMarpai, Inc. May 30, 2023 Page 2 FirstName LastName Yoram Bibring Marpai, Inc. May 30, 2023 Page 2 Exhibit 32, page 65 3.Please amend your filing to provide revised Section 906 certifications that refer to the correct fiscal year end of December 31, 2022. In doing so, please refile the Form 10-K in its entirety, along with updated certifications that are currently dated and refer to the Form 10-K/A. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio, Accounting Branch Chief, at 202-551-3676 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
May 30, 2023
Yoram Bibring
Chief Financial Officer
Marpai, Inc.
5701 East Hillsborough Avenue, Suite 1417
Tampa, Florida 33610-5428
Re:Marpai, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 29, 2023
File No. 001-40904
Dear Yoram Bibring:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Report On Internal Control Over Financial Reporting, page 44
1.We note your disclosure in this section references your assessment and conclusion related
to disclosure controls and procedures. Please revise to disclose management's assessment
and conclusion related to your internal control over financial reporting as of the end of the
fiscal year as required by Item 308 of Regulation S-K
Exhibit 31, page 60
2.We note that your certifications filed as Exhibits 31.1 and 31.2 do not include paragraph
4(b) and the introductory language in paragraph 4 referring to internal control over
financial reporting after the end of the transition period that allows these omissions. Please
file an amendment to your annual report that includes certifications that conform exactly
to the language set forth within the Exchange Act Rule 13a-14(a).
FirstName LastNameYoram Bibring
Comapany NameMarpai, Inc.
May 30, 2023 Page 2
FirstName LastName
Yoram Bibring
Marpai, Inc.
May 30, 2023
Page 2
Exhibit 32, page 65
3.Please amend your filing to provide revised Section 906 certifications that refer to the
correct fiscal year end of December 31, 2022. In doing so, please refile the Form 10-K in
its entirety, along with updated certifications that are currently dated and refer to the Form
10-K/A.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Jeanne Bennett at 202-551-3606 or Brian Cascio, Accounting Branch
Chief, at 202-551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services