Marpai, Inc. (OTC: MRAI) has amended its agreement with AXA, originally executed in 2022 and previously amended on February 7, 2024, relating to the company's acquisition of all membership interests of Maestro Health, LLC from XL America Inc. and Seaview Re Holdings Inc.

Under the revised terms, Marpai's obligation to pay AXA 35% of net proceeds will be deferred until the company receives more than $5 million in offering proceeds, a threshold that applies from the date of the amendment through December 31, 2026.

The amendment also establishes a schedule of minimum annual payments to AXA: $0 in 2026, $1,000,000 in 2027, $5,000,000 in 2028, and $22,250,969 in 2029. As part of the agreement, Marpai agreed not to take on any additional debt beyond its currently outstanding indebtedness.

The full text of the amendment is attached as Exhibit 10.1 to a Current Report on Form 8-K filed with regulators.