8-K
MultiSensor AI Holdings, Inc. (MSAI)
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 19, 2026
MultiSensor AI Holdings, Inc.
(Exact name of registrant as specified in its charter)
| <br>incorporation)<br><br> | <br><br> | <br>Identification No.)<br><br> |
|---|---|---|
| Delaware<br><br>(State or other jurisdiction of<br>incorporation) | 001-40916<br><br>(Commission File Number) | 86-3938682<br><br>(I.R.S. Employer<br>Identification No.) |
24 Greenway Plaza **** Suite 1800
Houston , Texas **** 77046
(Address of principal executive offices) (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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 ☒
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 2.02Results of Operations and Financial Condition.
On March 19, 2026, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), the Company issued a press release announcing its financial results for the fourth fiscal quarter and the year ended December 31, 2025. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
|---|---|---|
| 99.1 | | Press Release of MultiSensor AI Holdings, Inc., dated March 19, 2026 (furnished pursuant to Item 2.02). |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document |
SIGNATURES
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 19, 2026 | By: | /s/ Robert Nadolny |
| Name: | Robert Nadolny | |
| Title: | Chief Financial Officer and Corporate Secretary |
Exhibit 99.1
MultiSensor AI Announces Fourth Quarter and Full Year 2025 Results
HOUSTON, TX / Newsfile / March 19, 2026 MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (“MultiSensor AI,” “MSAI” or the “Company”), a pioneer in early threat detection and condition-based monitoring, today announced financial results for the fourth quarter and year ended December 31, 2025.
Asim Akram, CEO and President, commented: “Fiscal 2025 was a pivotal year for MultiSensor AI as we continued our transition from a hardware‑centric model toward an integrated, subscription‑driven solutions platform. Our teams executed with discipline, advancing key initiatives and deepening relationships with strategic customers in logistics and distribution, manufacturing, and data center markets, where our platform is delivering tangible return on investment through earlier risk detection and smarter operations.”
Robert Nadolny, CFO, continued, “Building on the momentum we demonstrated throughout the year, we exited 2025 with a meaningfully larger base of recurring software revenue and a significantly narrowed net loss. Supported by the capital we raised during 2025 and the cost optimization programs we implemented, we believe we are entering 2026 with the financial flexibility and operating focus required to scale efficiently, accelerate adoption of MSAI Connect, and move decisively along our path toward sustainable profitability.”
Financial Highlights:
| ● | Software revenue for the year ended December 31, 2025 was $1.9 million, an increase of 88%, compared to $1.0 million for the year ended December 31, 2024. |
|---|---|
| ● | Revenue for the year ended December 31, 2025 was $5.6 million, a decrease of 25%, compared to $7.4 million for the year ended December 31, 2024. |
| --- | --- |
| ● | Net loss for the year ended December 31, 2025 was $11.7 million, a decrease of 46%, compared to $21.5 million for the year ended December 31, 2024. |
| --- | --- |
| ● | Overall liquidity increased as the Company’s cash position grew to $24.4 million as of December 31, 2025, an increase of 459% from $4.4 million as of December 31, 2024. |
| --- | --- |
Strategic Business Highlights:
| ● | We received over $1.5 million in purchase orders in Q4 2025 from our large global distributor customer, which will increase the number of sensors deployed in their facilities. These orders represented approximately $0.3 million in hardware revenue recognized in Q4 2025. Software subscription revenue for these orders will be recognized predominately over a period of four years beginning upon the commencement of the subscriptions which is expected to occur in Q1 2026. |
|---|---|
| ● | In the distribution and logistics market, we are excited by purchase orders for new pilots received in Q4 2025. Manchester Airport Group selected our platform to help elevate the reliability and performance of its baggage-handling operations. Initial deployments at Manchester Airport were completed in Q1 2026. Additionally, we received a purchase order from a global direct-to-consumer food solution company to leverage our solution for monitoring critical assets in cold storage facilities. |
| --- | --- |
| ● | In the data center market, we began discussions to pilot our solutions with several large data center owners and operators. Shortly after year-end we received our first purchase order for a pilot implementation from a U.S. based data center. |
| --- | --- |
| ● | As of December 31, 2025, we had approximately 730 active sensors connected to our software platform, MSAI Connect, as compared to approximately 460 as of December 31, 2024. This represents an 59% increase year over year. |
| --- | --- |
The Company’s Annual Report is filed with the SEC, and is available at www.sec.gov as well as in the Investor Relations section of the Company’s website (www.multisensorai.com). More information, including an updated investor presentation, is available on MSAI’s Investor Relations website at www.investors.multisensorai.com.
About MultiSensor AI
MSAI delivers condition monitoring and continuous early threat detection through a multi-sensor condition intelligence platform for high-throughput, automation-rich, and power-dense industrial facilities. Through a unified edge-to-cloud architecture, MSAI Connect provides a multi-sensor condition intelligence layer that bridges critical visibility gaps, strengthens system reliability, and improves asset performance. By integrating thermal, visual, vibration, and environmental sensing into a single platform, MSAI detects early signs of mechanical and electrical degradation - enabling organizations to proactively protect uptime, enhance safety, and extend critical asset lifespan.
For more information or to request a demo, please visit www.multisensorai.com
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “plan,” “will,” “would” or their negatives or variations of these words, or similar expressions. All statements contained in this press release that do not strictly relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding capital raises, the management’s expectations regarding its strategic priorities and objectives, future plans and business prospects. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including those identified in the “Risk Factors” section of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in the Company’s other filings with the SEC. Because forward-looking statements are inherently subject to risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. Any forward-looking statement made in this press release is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligations to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
MSAI Contact:
e-mail: ir@multisensorai.com
website: www.multisensorai.com
Source: MultiSensor AI Holdings, Inc.
MultiSensor AI Holdings, Inc.
Consolidated Statements of Operations
(Amounts in thousands of U.S. dollars, except share and per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended December 31, | ||||
| | | 2025 | | 2024 | ||
| Revenue, net | | $ | 5,551 | | $ | 7,402 |
| Cost of goods sold (exclusive of depreciation) | | | 2,638 | | | 2,582 |
| Inventory impairment | | 511 | | 2,272 | ||
| Operating expenses: | | | | | ||
| Selling, general and administrative | | 11,482 | | 15,655 | ||
| Share-based compensation expense | | | 1,665 | | | 3,382 |
| Depreciation | | 1,299 | | 1,140 | ||
| Loss (gain) on asset disposal | | | (33) | | | 322 |
| Other loss | | | — | | | 930 |
| Total operating expenses | | | 14,413 | | | 21,429 |
| Operating loss | | | (12,011) | | | (18,881) |
| Interest expense (income), net | | (77) | | 63 | ||
| Change in fair value of convertible notes | | — | | 475 | ||
| Change in fair value of warrants liabilities | | | — | | | (39) |
| Loss on financing transaction | | | — | | | 1,553 |
| Other expense (income), net | | (189) | | 1,027 | ||
| Loss before income taxes | | | (11,745) | | | (21,960) |
| Income tax expense (benefit) | | | (32) | | | (465) |
| Net loss | | $ | (11,713) | | $ | (21,495) |
| Weighted-average shares outstanding, basic and diluted | | | | | ||
| Basic | | 37,348,581 | | 20,119,161 | ||
| Diluted | | 37,348,581 | | 20,119,161 | ||
| Net loss per share, basic and diluted | | | | | ||
| Basic | | $ | (0.31) | | $ | (1.07) |
| Diluted | | (0.31) | | (1.07) |
MultiSensor AI Holdings, Inc.
Consolidated Balance Sheets
(Amounts in thousands of U.S. dollars, except share and per share data)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | As of December 31, | ||||
| | | 2025 | | 2024 | ||
| Assets | | | | | | |
| Current assets | | | | **** | | |
| Cash and cash equivalents | | $ | 24,365 | | $ | 4,358 |
| Trade accounts receivable, net of allowance for credit losses of $17 and $35, respectively | | 1,670 | | 838 | ||
| Inventories, current | | 4,020 | | 4,180 | ||
| Other current assets | | 826 | | 1,140 | ||
| Total current assets | | $ | 30,881 | | $ | 10,516 |
| Property, plant and equipment, net | | 4,085 | | 3,963 | ||
| Right-of-use assets, net | | — | | 134 | ||
| Inventories, noncurrent | | 379 | | 865 | ||
| Other noncurrent assets | | 129 | | — | ||
| Total assets | | $ | 35,474 | | $ | 15,478 |
| Liabilities and shareholders’ equity | | | | | ||
| Current liabilities | | | | | ||
| Accounts payable | | $ | 291 | | $ | 825 |
| Income taxes payable | | — | | 59 | ||
| Accrued expense | | 981 | | 1,095 | ||
| Contract liabilities | | 1,255 | | 483 | ||
| Legacy SMAP promissory notes | | — | | 172 | ||
| Right-of-use liabilities, current | | — | | 138 | ||
| Other current liabilities | | 121 | | 245 | ||
| Total current liabilities | | | 2,648 | | | 3,017 |
| Contract liabilities, noncurrent | | 751 | | 83 | ||
| Warrants | | | 10 | | | 10 |
| Deferred tax liabilities, net | | 33 | | 80 | ||
| Total liabilities | | $ | 3,442 | | $ | 3,190 |
| Commitments and contingencies (Note 14) | | | | | ||
| Shareholders’ equity | | | | | ||
| Common stock, $0.0001 par value; 300,000,000 shares authorized as of December 31, 2025 and December 31, 2024, and 80,304,531 and 30,526,052 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | | 8 | | 3 | ||
| Additional paid-in capital | | 98,363 | | 66,911 | ||
| Accumulated deficit | | (66,339) | | (54,626) | ||
| Total shareholders’ equity | | | 32,032 | | | 12,288 |
| Total liabilities and shareholders’ equity | | $ | 35,474 | | $ | 15,478 |
MultiSensor AI Holdings, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands of U.S. dollars)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Year ended December 31, | ||||
| | | 2025 | | 2024 | ||
| Operating Activities: | | | | | | |
| Net loss | | $ | (11,713) | | $ | (21,495) |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | ||
| Depreciation | | 1,299 | | 1,140 | ||
| Inventory impairment | | | 511 | | | 2,272 |
| Non-cash lease activity | | 134 | | 154 | ||
| Bad debt expenses (recoveries) | | | 15 | | | 41 |
| Deferred income tax (income) expense | | (47) | | 62 | ||
| Share-based compensation | | 1,665 | | 3,382 | ||
| Loss (gain) on disposal of equipment | | | (33) | | | 322 |
| Loss on financing transaction | | — | | 1,553 | ||
| Change in fair value of warrants liabilities | | | — | | | (39) |
| Other (income) expense, net | | | — | | 1,430 | |
| Change in fair value of convertible notes | | — | | 475 | ||
| Increase (decrease) in cash resulting from changes in: | | | | | ||
| Trade accounts receivable | | (847) | | 1,561 | ||
| Inventories | | 135 | | 256 | ||
| Other current assets | | 264 | | 68 | ||
| Other noncurrent assets | | | (129) | | | 3 |
| Trade accounts payable | | (263) | | (1,479) | ||
| Income taxes payable | | (59) | | (932) | ||
| Contract liabilities | | 772 | | (1,461) | ||
| Other current liabilities | | (124) | | 131 | ||
| Right of use liabilities | | (138) | | (159) | ||
| Accrued expenses | | (130) | | (2,814) | ||
| Contract liabilities, noncurrent | | | 668 | | | (38) |
| Net cash provided by (used in) operating activities | | $ | (8,020) | | $ | (15,567) |
| Investing Activities: | | | | | ||
| Capital expenditures | | **** | (1,631) | | **** | (2,667) |
| Proceeds from sale of equipment | | | 24 | | | — |
| Net cash provided by (used in) investing activities | | $ | (1,607) | | $ | (2,667) |
| Financing Activities: | | | | | ||
| Proceeds from issuances of common stock and Pre-funded warrants | | | 30,872 | | | 22,784 |
| Tax payments associated with equity-based compensation transactions | | | (1,116) | | | — |
| Repayments of promissory notes | | | (172) | | | (575) |
| Repayments of lines of credit | | | — | | | (622) |
| Net cash provided by (used in) financing activities | | $ | 29,584 | | $ | 21,587 |
| Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents | | 19,957 | | 3,353 | ||
| Cash, cash equivalents, and restricted cash equivalents beginning of period | | 4,508 | | 1,155 | ||
| Cash, cash equivalents, and restricted cash equivalents end of the period | | $ | 24,465 | | $ | 4,508 |
| | | | | | | |
| Reconciliation of cash, cash equivalents and restricted cash equivalents at end of period: | | | | | | |
| Cash and cash equivalents | | $ | 24,365 | | $ | 4,358 |
| Restricted cash equivalents included in other current assets | | | 100 | | | 150 |
| Cash, cash equivalents, and restricted cash equivalents end of the period | | $ | 24,465 | | $ | 4,508 |
| | | | | | | |
| Supplemental cash flow information: | | | | | ||
| Interest paid | | $ | — | | $ | 63 |
| Income tax paid, net of refunds received | | 73 | | 2,331 | ||
| | | | | | | |
| Non-cash investing and financing activities: | | | | | | |
| Settlement of vendor liability with share issuance | | $ | 36 | | $ | — |
| Sale of equipment | | | 11 | | | — |
| Conversion of convertible notes | | | — | | | 6,170 |
| Conversion of Legacy SMAP promissory loan into common stock | | | — | | | 200 |
| Shares issued for Equity Line of Credit commitment fee | | | — | | | 500 |
| Inducement shares from Financing Transaction | | | — | | | 1,381 |