SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mitchell Calvin Steven

(Last)

(First)

(Middle)

4424 IHLES ROAD

(Street)

LAKE CHARLES

LOUISIANA

70605

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2026

3. Issuer Name and Ticker or Trading Symbol
Marpai, Inc. [ MRAI ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 per share	100,000	D⁽¹⁾
Common Stock, $0.001 per share	650,000	I	By Benchmark Assets, LLC⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrants (Right to Buy)	10/30/2025	10/30/2028	Common Stock	1,300,000	$1	I	By Benchmark Assets, LLC⁽²⁾
Series A Preferred Stock, $0.0001 par value	07/31/2026	⁽³⁾	Common Stock	3,000,000	⁽³⁾	I	By Schedule 13D Group Member⁽⁴⁾

Explanation of Responses:

1. Includes 50,000 shares of common stock held of record by the reporting person's spouse.

2. The reporting person is the sole member and manager of Benchmark Assets, LLC ("Benchmark").

3. The 3,000 shares of Series A Preferred Stock are not subject to expiration and are convertible into shares of common stock based on the stated value of $1,000 per preferred share at a conversion rate of $1.00 per share.

4. The Series A Preferred Stock is held by the Mitchell Family Trust II (the "Trust"), an irrevocable trust of which the reporting person is the grantor and which is a member of a group under Regulation 13D with the reporting person and Benchmark. The reporting person has no pecuniary interest in the shares owned by the Trust and disclaims beneficial ownership of the shares held by the Trust pursuant to Exchange Act Rule 13d-4.

	/s/ Calvin Steven Mitchell	08/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)