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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 |
