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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): November 4, 2025
MultiSensor AI Holdings, Inc.
(Exact name of registrant as specified in its
charter)
|
Delaware
(State or other jurisdiction of
incorporation) |
001-40916
(Commission File Number) |
86-3938682
(I.R.S. Employer
Identification No.) |
2105 West Cardinal Drive
Beaumont, Texas
77705
(Address of principal executive offices, including
zip code)
(866) 861-0788
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each
class |
|
Trading Symbol(s) |
|
Name of each
exchange
on which registered |
| Common stock, $0.0001 par value per share |
|
MSAI |
|
The NASDAQ Stock Market LLC |
| Warrants to purchase common stock |
|
MSAIW |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering
On November 4, 2025, MultiSensor AI Holdings, Inc.,
a Delaware corporation (the “Company”), entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”)
with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) 4,595,000 shares (the “Shares”)
of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to 6,100,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) in a registered direct
offering (the “Offering”), pursuant to an effective shelf registration statement on Form S-3 (File No. 333-284437), and a
base prospectus and prospectus supplement relating to the Offering (the “Prospectus Supplement”), in each case filed with
the Securities and Exchange Commission. The offering price was $1.35 per share of Common Stock and $1.3499 per Pre-Funded Warrant, which
is the price of each share of Common Stock sold in the Offering, minus the $0.0001 exercise price per Pre-Funded Warrant.
The Pre-Funded Warrants have an initial exercise
price per share of $0.0001, subject to certain adjustments. The Pre-Funded Warrants may be exercised at any time until exercised in full,
except that a holder (together with its affiliates) will not be entitled to exercise any portion of any Pre-Funded Warrant, which, upon
giving effect to such exercise would cause the aggregate number of shares of the Company’s Common Stock beneficially owned by the
holder (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately prior to or after
giving effect to the exercise.
The Offering closed
on November 5, 2025 and resulted in net proceeds to the Company of approximately $13.6 million, after deducting placement agent fees
and other estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the
Offering for working capital and other general corporate purposes, including driving strategic growth initiatives and continuing to
advance the development of the MSAI Connect platform.
The
Company engaged Roth Capital Partners, LLC, to serve as the Company’s placement agent in connection with the Offering. The
Company agreed to pay Roth Capital Partners, LLC a fee equal to 5.0% of the gross proceeds raised in the Offering from the sale of Common
Stock and Pre-Funded Warrants, or an aggregate of approximately $722,000.
The Common Stock Purchase Agreement contains customary
representations, warranties and agreements by the Company and indemnification obligations of the Company, including for liabilities arising
under the Securities Act of 1933, as amended (the “Securities Act”). The representations, warranties and covenants contained
in the Common Stock Purchase Agreement were made solely for the benefit of the parties to the Common Stock Purchase Agreement and may
be subject to limitations agreed upon by the contracting parties. Accordingly, the Common Stock Purchase Agreement is incorporated herein
by reference only to provide investors with information regarding the terms of the Common Stock Purchase Agreement, and not to provide
investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures
in the Company’s periodic reports and other filings with the SEC.
The foregoing descriptions
of the terms of the Common Stock Purchase Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and
qualified in their entirety by, the full text of the forms of such documents, forms of which are filed as Exhibits 10.1 and 4.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
The legal opinion of
Haynes and Boone, LLP relating to the legality of the issuance and sale of the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares
is also filed with this Current Report on Form 8-K as Exhibit 5.1.
Amendment to Securities Purchase Agreement
In connection with the Offering, on November 4,
2025, the Company and certain investors party to that certain Securities Purchase Agreement, dated October 24, 2025 (the “Securities
Purchase Agreement”), entered into an amendment to the Securities Purchase Agreement (the “Amendment”) to permit the
Offering.
The foregoing description
of Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a form
of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01. Regulation
FD Disclosure.
On November 4, 2025, the Company issued a press
release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
In accordance with General
Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange
Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information
under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained
herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Haynes and Boone, LLP |
| 10.1* |
|
Form of Common Stock Purchase Agreement, dated as of November 4, 2025 |
| 10.2 |
|
Form of Amendment No. 1 to Securities Purchase Agreement, dated November 4, 2025 |
| 23.1 |
|
Consent of Haynes and Boone, LLP (contained in Exhibit 5.1) |
| 99.1 |
|
Pricing Press Release of MultiSensor AI Holdings, Inc., dated November 4, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules and exhibits to this agreement
have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally
to the SEC or its staff upon request.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
MultiSensor AI Holdings, Inc. |
| |
|
|
| Date: November 5, 2025 |
By: |
/s/ Robert Nadolny |
| |
Name: |
Robert Nadolny |
| |
Title: |
Chief Financial Officer and Secretary |
