Business Description

Our Business We are a technology platform company which operates subsidiaries that provide Third Party Administrator (“TPA”), Pharmacy Benefit Management (“PBM”), and value-oriented health plan services to employers that directly pay for employee health benefits. Our mission is to positively change healthcare for the benefit of (i) our Clients who are self-insured employers that pay for their employees’ healthcare benefits and engage us to administer the latter’s healthcare claims, and we refer to them as our “Clients”, (ii) employees and their family members who receive these healthcare benefits from our Clients, and we refer to them as our “Members”, and (iii) healthcare providers including, doctors, doctor groups, hospitals, clinics, and any other entities providing healthcare services or products, and we refer to them as the “Providers.” We provide affordable, intelligent, healthcare programs for self-insured employers in the U.S. We provide administrative services, and act as TPA to self-insured employers who provide healthcare benefits to their employees. Most of our Clients are small and medium-sized companies as well as local government entities. Market Overview According to the Centers for Medicare and Medicaid Services (“CMS”), in 2024, U.S. private health insurance spending reached $1.6 trillion, creating significant market opportunities for technology and service providers who help manage costs, improve member experience, and provide other solutions to health plans and plan sponsors. More employers, particularly among the small and mid-sized enterprises (“SME”), are taking advantage of innovative captive and consortium models to move towards gaining greater control over their healthcare spending by self-insuring. Self-insuring enables an employer to capture the margin an insurance company would otherwise take while also enabling significant savings as an employer does a better job managing its member population. Health plans and employers are increasingly looking to control costs through various programs, including payment integrity, care management, care navigation, reference-based pricing, claims repricing, centers of excellence, specialty/narrow networks, and subrogation. As of 2025, employee benefits remain a significant and growing component of total employee compensation, increasing at a faster pace than wages in recent years. According to the U.S. Bureau of Labor Statistics, benefits account for approximately 32–33% of total compensation for private industry workers, up from roughly 30% five years ago, driven primarily by healthcare cost inflation. TPAs now play an expanded role that includes analytics, compliance support, and digital service delivery in addition to traditional claims processing. The growing demand for TPA services is supported by: ● Continued adoption of self-funded and alternative funding insurance plans, increasing administrative complexity. ● Employers’ ongoing challenges in balancing benefit costs with competitive offerings amid rising healthcare expenses. ● Sustained year-over-year increases in health benefit costs, driving demand for outsourced administration, compliance, and cost-containment solutions. The TPA sector remains highly fragmented, with numerous regional and specialty providers operating across benefits administration, compliance, and related services. 1 Market Opportunities According to the Kaiser Family Foundation, 67% of covered workers in SME are enrolled in self-funded plans. We are transforming the self-funded employer health plan market through cutting-edge technology and our proprietary Marpai Saves “bundle” for enhanced outcomes and reduced costs. We provide the tools for our Members, and we support those Members who may need additional guidance to address health concerns at an earlier stage, allowing for more cost-effective treatment. Our Products and Services We derive our revenues from three general sources: Health Plan Administration services, In-House Ancillary services, and Third-Party Vendor services. Health Plan Administration Services Our core service offerings include handling all aspects of administration related to a healthcare plan. We typically design for our Client, the SME, a healthcare benefit plan which allows the Client to define the coverage it would like to provide to its employees (the “Members”).…