MSAI warned on Nasdaq bid price, weighs reverse stock split plan

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq non-compliance persists with only an extension granted, highlighting continued risk to the company’s Nasdaq listing if it cannot sustain a bid price at or above $1.00 by May 11, 2026.
• Potential reverse stock split of common stock may be pursued if compliance is not achieved, which can affect share perception and trading dynamics even though it does not change total equity value.

Insights

Equity market & listing standards analyst

Nasdaq grants MSAI more time on bid-price compliance, with reverse split as backup.

MultiSensor AI has received a Nasdaq extension to May 11, 2026 to regain compliance with the $1.00 minimum bid price rule. Previously, the stock traded above $1.00 for 10 straight days by November 11, 2025, but then slipped back below that level, prompting continued monitoring under Nasdaq Listing Rule 5810(c)(3)(H).

The company states that, if it has not demonstrated compliance by the new deadline, it intends to seek stockholder approval for a reverse stock split. A reverse split can mechanically increase the per-share price without changing overall equity value, but may signal listing pressure and can affect trading liquidity depending on holder behavior.

Key uncertainties include whether the share price will naturally recover above $1.00 and stay there, or whether a reverse split will be required and approved. The outcome of any stockholder vote on a reverse split and subsequent bid-price performance around May 11, 2026 will determine the company’s continued Nasdaq listing under the current rule set.

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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 20, 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 8.01 Other Events.

As previously disclosed, on May 15, 2025, MultiSensor AI Holdings, Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the closing bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given an initial period of 180 calendar days, or until November 11, 2025, to regain compliance with the Bid Price Requirement. As of November 11, 2025, the closing bid price of our Common Stock was above $1.00 for 10 consecutive trading days. However, on November 14, 2025, the closing bid price of our Common Stock was below $1.00, and on November 17, 2025, the Company was notified that Nasdaq was exercising its discretion to continue monitoring the Company’s stock price beyond this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

On November 19, 2025, the Company was notified that the Staff has determined to grant the Company an extension of an additional 180 calendar days, or until May 11, 2026, to regain compliance with the Bid Price Requirement.

To the extent the Company has not demonstrated compliance with the Bid Price Requirement by the deadline provided by the Staff, the Company intends to seek stockholder approval to effect a reverse stock split of the Common Stock, subject to obtaining the requisite stockholder approval.

Although the Company is taking definitive steps to evidence compliance with all applicable criteria for continued listing on The Nasdaq Capital Market, there can be no assurance that the Company will be able to timely regain compliance with the Bid Price Requirement within the extension period granted by the Staff.

Forward-Looking Statements

Some of the statements contained in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect the Company’s views with respect to future events as of the date of this report and are based on management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of the Company’s control, and could cause future events or results to be materially different from those stated or implied in this report. It is not possible to predict or identify all such risks. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including but not limited to: the Company’s ability to timely demonstrate compliance with the Bid Price Requirement within the extension period granted by the Staff, the Company’s ability to cure any deficiencies in compliance with any other Nasdaq Listing Rules, the Company’s ability to obtain stockholder approval for a reverse stock split of the Common Stock, risks related to the substantial costs and diversion of management’s attention and resources due to these matters and the risk factors that are described under the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in the Company’s SEC filings. the Company expressly disclaims any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 20, 2025	By:	/s/ Robert Nadolny
	Name:	Robert Nadolny
	Title:	Chief Financial Officer and Secretary

FAQ

What did MultiSensor AI Holdings (MSAI) announce about its Nasdaq listing?

The company announced that Nasdaq has granted an additional 180 days, until May 11, 2026, for MSAI to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

Why is MSAI out of compliance with Nasdaqs bid price rule?

Nasdaq previously notified MSAI that its common stock had traded below the $1.00 minimum bid price for 30 consecutive business days, which violates Nasdaq Listing Rule 5550(a)(2) for The Nasdaq Capital Market.

Did MSAI ever regain the $1.00 bid price for 10 days?

Yes. As of November 11, 2025, MSAIs common stock had a closing bid price above $1.00 for 10 consecutive trading days, but the price fell below $1.00 again on November 14, 2025, leading Nasdaq to continue monitoring the stock.

What happens if MultiSensor AI does not meet the bid price requirement by May 11, 2026?

If MSAI has not demonstrated compliance with the bid price rule by May 11, 2026, the company states that it intends to seek stockholder approval to implement a reverse stock split of its common stock.

What is MultiSensor AI planning to do to maintain its Nasdaq listing?

The company says it is taking definitive steps to evidence compliance with all criteria for continued listing and, if needed, plans to seek stockholder approval for a reverse stock split to help address the bid price requirement.

Does MSAI guarantee it will regain Nasdaq compliance?

No. The company explicitly states there can be no assurance that it will regain compliance with the bid price requirement within the extension period granted by Nasdaq.