Multisensor AI SEC Filings

MultiSensor AI Holdings, Inc. (MSAI) reports that Nasdaq has granted the company an additional 180 days, until May 11, 2026, to regain compliance with the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. The company had previously achieved at least 10 consecutive trading days above $1.00 by November 11, 2025, but its stock price later fell below that level, leading Nasdaq to continue monitoring the bid price.

The company states that if it has not demonstrated compliance with the bid price rule by the new deadline, it intends to seek stockholder approval to implement a reverse stock split of its common stock. Management notes it is taking steps to meet all Nasdaq criteria, but cautions there is no assurance it will regain compliance within the extension period.

MultiSensor AI Holdings (MSAI) called a special meeting to seek stockholder approval under Nasdaq Rule 5635(d) to issue 27,258,936 shares of common stock and up to 54,517,872 additional shares upon warrant exercise pursuant to an October 24, 2025 Purchase Agreement.

At the initial closing on October 30, 2025, MSAI issued 6,970,890 shares and warrants to purchase 13,941,780 shares for gross proceeds of $2.85 million; the share purchase price and warrant exercise price are $0.409 per share. Remaining proceeds from the $14.0 million private placement are held in escrow and will be released upon approval. Warrants are not exercisable until approval and are subject to a 49.5% beneficial ownership cap, with Series A Preferred available as an alternative if needed.

If approved, total shares outstanding could rise to 137,561,471 if all additional shares are issued and all warrants exercised as illustrated in the proxy. Shares outstanding were 41,842,883 as of November 4, 2025. If approval is not obtained by February 28, 2026, prepaid amounts for the additional securities will be refunded. The proxy also includes an adjournment proposal.

MultiSensor AI Holdings, Inc. (MSAI) furnished an update on its latest results. The company announced it issued a press release covering financial results for the third fiscal quarter ended September 30, 2025, and furnished it as Exhibit 99.1 to this Form 8-K under Item 2.02.

The information under Item 2.02, including Exhibit 99.1, is being furnished—not filed—under the Exchange Act and is not incorporated by reference into other filings except as expressly stated. The company’s common stock (MSAI) and warrants (MSAIW) trade on The NASDAQ Stock Market LLC.

MultiSensor AI (MSAI)$1.574 million, near flat year over year, with a net loss of $1.677 million. Cash and equivalents were $1.064 million at quarter-end.

Mix continued to shift toward software: Q3 software revenue reached $615 thousand and year-to-date software was $1.266 million. Selling, general and administrative expense fell to $2.164 million from $6.098 million, helping narrow the operating loss to $1.694 million from $8.675 million. Year to date, revenue was $4.163 million, down from $6.002 million, and operating cash used was $5.783 million.

After quarter-end, the company raised capital via a private placement for an aggregate $14.0 million gross, with $2.85 million closed initially and $11.15 million placed in escrow pending stockholder approval. It also completed a registered direct offering for net proceeds of approximately $13.6 million, with pre-funded warrants fully exercised.

MultiSensor AI Holdings (MSAI) completed a registered direct offering, issuing 4,595,000 shares at $1.35 and pre-funded warrants to purchase up to 6,100,000 shares at $1.3499 per warrant (exercise price $0.0001). The transaction closed on November 5, 2025 and delivered net proceeds of approximately $13.6 million.

The company plans to use proceeds for working capital and other general corporate purposes, including strategic growth initiatives and advancing its MSAI Connect platform. The pre-funded warrants include a 9.99% beneficial ownership cap, limiting exercises that would push the holder above that threshold. Roth Capital Partners acted as placement agent and received a 5.0% fee of gross proceeds, or about $722,000.

The offering was made under an effective Form S-3 shelf with a base prospectus and prospectus supplement. Legal opinions and the principal transaction documents were filed as exhibits.

MultiSensor AI Holdings, Inc. launched a primary offering of 4,595,000 shares of common stock at $1.35 per share, alongside pre-funded warrants to purchase up to 6,100,000 shares, with this supplement also covering the shares issuable upon warrant exercise. The transaction was placed with a single institutional investor.

The company estimates net proceeds of approximately $13.6 million after fees and expenses; Roth Capital Partners will receive an approximate $722,000 placement fee. The pre-funded warrants are priced at $1.3499 each with a nominal exercise price of $0.0001, are exercisable immediately, and include a 9.99% beneficial ownership limitation. Proceeds are earmarked for working capital and general corporate purposes, including advancing the MSAI Connect platform.

The company discloses immediate dilution of $0.91 per share to new investors. Shares outstanding were 41,842,823 as of November 3, 2025; the company estimates 52,537,823 shares outstanding after this offering, assuming full exercise of the pre-funded warrants.

MultiSensor AI Holdings (MSAI) filed a prospectus supplement reducing its at‑the‑market offering to up to $168,241 and leaving capacity to sell up to an additional $50,000 of common stock under its Sales Agreement with B. Riley Securities. The company previously sold $118,241 pursuant to the prior supplement. The Sales Agreement remains in effect, and the company states it will not make additional sales exceeding $50,000 under this supplement unless a new prospectus supplement or registration statement is filed.

The filing affirms compliance with Form S‑3 General Instruction I.B.6, noting a public float of $55,355,365. MSAI’s common stock trades on Nasdaq as “MSAI”; the last reported sale price was $1.98 on November 3, 2025.

MultiSensor AI Holdings (MSAI) entered a private placement led by Roth Capital Partners, selling 34,229,826 common shares at $0.409 and issuing warrants to buy up to 68,459,652 shares at $0.409, for aggregate gross proceeds of $14.0 million, with a 5.0% placement fee. An Initial Closing delivered 6,970,890 shares and warrants for up to 13,941,780 shares, generating $2.85 million gross; the balance is in escrow.

The closing of remaining securities is subject to Stockholder Approval; if not obtained by February 28, 2026, escrowed funds will be returned. Warrants are not exercisable until approval, have a seven‑year term, full‑ratchet anti‑dilution with a price floor of $0.14944, and a 49.5% beneficial ownership cap, with a Series A Convertible Preferred alternative (1:1000 conversion) to stay within the cap. The company agreed to file a resale registration and secured voting agreements covering >36.5% of pre‑transaction shares. Net proceeds are intended for working capital and general corporate purposes.

MultiSensor AI Holdings (MSAI) reported insider acquisitions on Form 4 tied to a private placement. On 10/24/2025, affiliated 325 Capital entities reported acquiring common stock and warrants pursuant to a Securities Purchase Agreement. Reported stock purchases include 684,539 shares by 325 Capital Master Fund LP and 2,800,907 shares by 325 Capital LLC. Reported warrant grants include 1,369,078 and 5,601,814 warrants with a $0.409 exercise price.

The filing notes an SPA covering 17,114,912 shares at $0.409 per share and warrants to purchase 34,229,824 shares. The warrants are not exercisable until stockholder approval and expire five years from issuance. A beneficial ownership cap limits any holder to 49.5% of outstanding shares, including on an as‑exercised basis. One director designee’s awards are held on behalf of the investment manager as described in the footnotes.