Welcome to our dedicated page for Multisensor AI SEC filings (Ticker: MSAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. Securities and Exchange Commission (SEC) filings for MultiSensor AI Holdings, Inc. (NASDAQ: MSAI), a Technology sector company in the Software - Infrastructure industry. Through these filings, investors can review how the company describes its AI-powered multi-sensing platforms for condition-based monitoring, early threat detection, predictive maintenance, and process control, as well as its use of edge and cloud software to analyze data from thermal, visible, acoustic, vibration, and laser spectroscopy sensors.
Key documents available include current reports on Form 8-K, where MultiSensor AI discloses material events such as private placements, registered direct offerings, amendments to securities purchase agreements, executive compensation arrangements, and notices related to Nasdaq listing requirements. For example, recent 8-K filings describe a private placement of common stock and warrants, a registered direct offering involving common stock and pre-funded warrants, and a Nasdaq notice regarding the minimum bid price requirement and an extension to regain compliance.
Investors can also use this page to locate references to the company’s shelf registration statements, registration rights agreements, and voting agreements, as well as information about its status as an emerging growth company and details on its listed securities, including common stock (MSAI) and warrants to purchase common stock (MSAIW) on The NASDAQ Stock Market LLC.
Stock Titan’s platform enhances the usability of these filings by offering AI-powered summaries and highlights. Users can quickly understand the main points of lengthy documents such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The filings page also facilitates tracking of equity offerings, warrant terms, and other capital structure changes, and provides convenient access to insider transaction disclosures on Form 4 when available. Real-time updates from the SEC’s EDGAR system help ensure that new filings from MultiSensor AI are reflected promptly, while AI-generated explanations make complex regulatory language more accessible to a broad range of investors.
MultiSensor AI Holdings, Inc. received a Schedule 13G filing showing that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri collectively report beneficial ownership of 5,602,028 shares of common stock, or 9.99% of the class, as of December 31, 2025.
The position consists of 2,444,988 shares of common stock and 3,157,040 additional shares issuable upon exercise of warrants that are subject to a 9.99% beneficial ownership blocker. The ownership percentages are based on 52,874,445 shares of common stock outstanding as of December 4, 2025, plus the warrant shares.
The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of MultiSensor AI Holdings, Inc.
MultiSensor AI Holdings, Inc. terminated two stock financing arrangements effective February 2, 2026. The company ended a Common Stock Purchase Agreement with B. Riley Principal Capital II that had allowed sales of up to $25.0 million of common stock. Before termination, it sold 1,814,731 shares for cash proceeds of approximately $4.7 million and incurred no termination penalties.
The company also ended an at-the-market issuance Sales Agreement with B. Riley Securities that had permitted up to $8.6 million of common stock sales. Under this agreement, it sold 151,072 shares for cash proceeds of approximately $115,793, again with no termination penalties.
MultiSensor AI Holdings, Inc. reported an insider equity transaction by its Chief Financial Officer, Robert Nadolny. On January 7, 2026, 14,681 shares of common stock were withheld at a price of $0.29 per share to cover tax withholding obligations tied to restricted stock units that had vested on January 1, 2026. After this tax-related withholding, Nadolny directly beneficially owns 222,278 shares of MultiSensor AI common stock.
MultiSensor AI Holdings, Inc. is registering up to 34,229,826 shares of common stock for resale by existing stockholders under a shelf prospectus. The registration also covers up to 68,459,652 additional shares of common stock issuable upon exercise of private-placement warrants and up to 118,906,500 more shares if those warrants are adjusted under full-ratchet anti-dilution terms. The warrants have an exercise price of $0.409 per share, subject to adjustment with a floor of $0.14944, and are subject to ownership caps, including a 49.5% beneficial ownership cap for certain holders. The company will not receive proceeds from stockholder resales, but could receive up to approximately $28.0 million if the warrants are exercised for cash, which it intends to use for general corporate and working capital purposes. Its common stock trades on Nasdaq under the symbol “MSAI”, and 52,874,445 shares were outstanding as of December 4, 2025.
MultiSensor AI Holdings, Inc. is asking stockholders to approve a major private financing and a potential reverse stock split at a special virtual meeting on December 15, 2025. The Issuance Proposal seeks approval, for Nasdaq Listing Rule 5635 purposes, to issue 27,258,936 additional common shares and up to 54,517,872 warrant shares under an October 24, 2025 securities purchase agreement, on top of an initial 6,970,890 shares and 13,941,780 warrants already issued, for $14.0 million in gross proceeds at $0.409 per share. If fully issued and exercised, the private placement could add 102,689,478 shares and increase common shares outstanding from 41,842,883 as of November 4, 2025 to 137,561,471, significantly diluting existing holders. The company is also seeking authority for a discretionary reverse stock split between 1‑for‑2 and 1‑for‑100 to help maintain compliance with Nasdaq’s $1.00 minimum bid requirement and an adjournment proposal to extend the meeting if support is initially insufficient.
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.