MultiSensor AI Holdings, Inc. 8-K

What Happened

• MultiSensor AI Holdings, Inc. announced completion of a private placement that raised $14.0 million in gross proceeds. The Purchase Agreement was dated October 24, 2025; an initial closing occurred October 30, 2025; and the final closing occurred December 23, 2025 following stockholder approval at a Special Meeting on December 19, 2025.
• In total the Company agreed to sell 34,229,826 shares of common stock and warrants to purchase up to 68,459,652 shares. At the final closing the Company issued 27,258,936 additional shares and corresponding warrants and received the remaining $11.15 million from escrow (initial closing proceeds were $2.85 million).

Key Details

• Total committed: $14.0 million gross proceeds (before placement agent fees and offering expenses).
• Securities issued: 34,229,826 common shares and warrants convertible into up to 68,459,652 additional shares in aggregate.
• Closings & approvals: Purchase Agreement dated Oct 24, 2025; initial closing Oct 30, 2025 (6,970,890 shares issued for $2.85M); Special Meeting held Dec 19, 2025; final closing and release of $11.15M from escrow on Dec 23, 2025.
• Regulation: Offering relied on Section 4(a)(2) and Rule 506 of Regulation D (private placement); investors represented they are accredited and are buying for investment (no general solicitation).

Why It Matters

• The transaction provides the company with $14.0M in gross capital, which can be used for operations, development, or other corporate needs. Investors should note the immediate dilution from the 34.23M shares issued and potential further dilution if warrants are exercised (up to 68.46M additional shares).
• The sale was to accredited investors under private-offering exemptions and required stockholder approval, which was obtained. This is a financing event rather than a public offering and indicates new investor ownership and potential future changes in share count if warrants convert.