Marpai, Inc. (NasdaqCM:MRAI) signed an agreement to acquire Maestro Health from X.L. America, Inc. and Seaview Re Holdings Inc on August 4, 2022. Under the terms of the agreement, the purchase price of $19.9 million will be payable in cash on April 1, 2024, and shall accrue interest until such time that is paid, such that on the Payment Date the Purchase Price, plus all accrued and unpaid interest, shall equal $22.1 million. Notwithstanding the foregoing, the Company shall be required to make accumulated annual payments to the Debt Seller, representing the Purchase Price, as follows: (i) $5,000,000 to be paid by December 31, 2024, (ii) $11,000,000 to be paid by December 31, 2025, and (iii) $9,000,000 to be paid by December 31, 2026.

However, subject to the Company meeting its obligations under the agreement, this payment may be financed over four years by the seller with minimum annual cash payments, reflecting a 10% per annum cost of capital, of $5 million, $6 million, $8 million and $9 million which will be payable on December 31, 2024, 2025, 2026 and 2027, respectively. The transaction subject to completing certain regulatory notices and filings as well as satisfying certain other customary closing conditions. The transaction is expected to close within 60 days.

As of August 15, 2022, the transaction is expected to close in September 2022.