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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): March 13, 2026
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.) |
24 Greenway Plaza, Suite 1800
Houston, Texas
77046
(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.
At the Market Sales Agreement
On March 13, 2026, MultiSensor
AI Holdings, Inc., a Delaware corporation (the “Company”) entered into an at market issuance sales agreement (the “Sales
Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC, as sales agents or principals (the “Agents”),
under which the Company may offer and sell shares of the Company’s common stock, par value $0.0001 per share, having an aggregate
market value of up to $60,000,000 from time to time through the Agents (the “Offering”).
Sales of common stock under
the Sales Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933,
as amended, including, without limitation, sales made directly on or through The Nasdaq Capital Market or on any other existing trading
market for the Company’s common stock, as applicable, or to or through a market maker or any other method permitted by law, including,
without limitation, negotiated transactions and block trades. The Agents are not required to sell any specific number or dollar amount
of securities, but will use their commercially reasonable efforts consistent with their normal trading and sales practices, on mutually
agreed terms between the Agents and the Company. The Sales Agreement sets parameters for the sale of shares of the Company’s common
stock, including the maximum number or amount of shares to be sold, the time period during which sales may be made, any limitation on
the number or amount of shares that may be sold in any one trading day, and any minimum price below which sales may not be made. The Company
intends to use the net proceeds from sales of common stock under the Sales Agreement, if any, for working capital and general corporate
purposes.
The Sales Agreement contains
customary representations and warranties of the Company and indemnification and contribution provisions pursuant to which the Company
has agreed to indemnify the Agents against certain specified liabilities. The Company will pay the Agents a commission at a rate of up
to 3.0% of the gross sales proceeds from sales of common stock under the Sales Agreement. The offering of common stock pursuant to the
Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Sales Agreement or (ii) the
termination of the Sales Agreement by the Agents or the Company in accordance with the terms of the Sales Agreement.
Offers and sales of shares
of common stock by the Company, if any, under the Sales Agreement, will be made through a prospectus supplement, dated March 13, 2026,
and an accompanying base prospectus, dated January 30, 2025, contained therein (the “Prospectus Supplement”), which together
form a part of the Company’s shelf registration statement on Form S-3 (File No. 333-284437), initially filed by the Company with
the U.S. Securities and Exchange Commission (the “SEC”) on January 23, 2025, and declared effective by the SEC on January
30, 2025.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any
sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
A copy of the opinion of Haynes
and Boone, LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed herewith
as Exhibit 5.1.
Amendment to Securities Purchase Agreement
In connection with the Offering,
on March 12, 2026, the Company and certain investors party to that certain Securities Purchase Agreement, dated October 24, 2025 (as amended,
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 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 1.1 |
|
At Market Issuance Sales Agreement, dated March 13, 2026, by and between MultiSensor AI Holdings, Inc. and Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC. |
| 5.1 |
|
Opinion of Haynes and Boone, LLP. |
| 10.1 |
|
Form of Amendment No. 2 to Securities Purchase Agreement, dated March 12, 2026. |
| 23.1 |
|
Consent of Haynes and Boone, LLP (contained in Exhibit 5.1). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: March 13, 2026 |
By: |
/s/ Robert Nadolny |
| |
Name: |
Robert Nadolny |
| |
Title: |
Chief Financial Officer and Secretary |
