MSAI 10-Q
MultiSensor AI Holdings, Inc. (MSAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
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i
TABLE OF CONTENTS
Unless otherwise indicated or the context otherwise requires, references to the “Company,” “we,” “us,” or “our” refer to the business of (i) Infrared Cameras Holdings, Inc., a Delaware corporation (“Legacy ICI”) prior to the consummation of the transactions completed pursuant to that certain business combination agreement, dated as of December 5, 2022, as amended by Amendment No. 1, dated June 27, 2023, and Amendment No. 2, dated September 17, 2023 (the “Business Combination Agreement”, and the transactions contemplated thereby, the “Business Combination”), by and among SportsMap Tech Acquisition Corp., a Delaware corporation (“Legacy SMAP”), ICH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Legacy SMAP (“Merger Sub”) and Legacy ICI, resulting in the merger (the “Merger”) of Merger Sub with and into Legacy ICI, with Legacy ICI surviving as a wholly-owned subsidiary of Legacy SMAP (which subsequently changed its name to MultiSensor AI Holdings, Inc.) and (ii) MultiSensor AI Holdings, Inc. (“MSAI”) and its subsidiaries following the consummation of the Business Combination.
ii
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report may be forward-looking statements. Words such as “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” or “will” or the negative of these terms or other similar expressions are intended to identify such forward-looking statements. Statements regarding our future results of operations and financial position, business strategy, and plans and objectives of management for future operations, the Company’s expected incurrence of significant expenses and continuing losses in the future, expansion of the Company’s Software as a Service (“SaaS”) capabilities and offerings, the Company’s expectations concerning the earning of subscription revenue, the Company’s expected future research and development costs and expected growth are forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:
| ● | continued low income, net losses, negative cash flows from operations and negative net working capital; |
| ● | failure to maintain competitive sales prices or reduce costs; |
| ● | failure to successfully manage the expansion of our SaaS capabilities and offerings; |
| ● | incurrence of substantial research and development costs; |
| ● | product recalls, product liability claims and any resultant impact on our reputation; |
| ● | certain of the Company’s subscriptions are subject to cancellation without advance notice; |
| ● | cost and availability of capital; |
| ● | the loss of large customers; and |
| ● | the inability to effectively grow our sales, network of distributors, or business prospects. |
For a more detailed discussion of these and other factors that may affect our business and that could cause the actual results to differ materially from those anticipated in these forward-looking statements, see Part I. Item 1A, “Risk Factors” and Part II. Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Annual Report”).
These forward-looking statements speak only as of the date of this Quarterly Report. You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we have no obligation and do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
1
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
MultiSensor AI Holdings, Inc.
Index to the Condensed Consolidated Financial Statements
| Pages | |
3 | ||
4 | ||
Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited) | 5 | |
6 | ||
Notes to Condensed Consolidated Financial Statements (unaudited) | 7 |
2
MultiSensor AI Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(Amounts in thousands of U.S. dollars, except share and per share data)
June 30, 2026 | December 31, 2025 | |||||
Assets | | | | |||
Current assets | |
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Cash and cash equivalents | $ | | $ | | ||
Trade accounts receivable, net of allowance for credit losses of $ |
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Inventories, current |
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Other current assets |
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Total current assets | $ | | $ | | ||
Property, plant and equipment, net |
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Inventories, noncurrent |
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Other noncurrent assets |
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Total assets | $ | | $ | | ||
Liabilities and shareholders’ equity |
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Current liabilities |
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Accounts payable | $ | | $ | | ||
Income taxes payable |
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Accrued expense |
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Contract liabilities |
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Other current liabilities |
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Total current liabilities | $ | | $ | | ||
Contract liabilities, noncurrent |
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Warrants | — | | ||||
Deferred tax liabilities, net |
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Total liabilities | $ | | $ | | ||
Commitments and contingencies (Note 13) |
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Shareholders’ equity |
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Common stock, $ |
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Preferred stock, $ | ||||||
Additional paid-in capital |
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Accumulated deficit |
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Total shareholders’ equity | $ | | $ | | ||
Total liabilities and shareholders’ equity | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
(Amounts in thousands of U.S. dollars, except share and per share data)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2026 | 2025 | 2026 | 2025 | |||||||||
Revenue, net | | $ | | | $ | | | $ | | | $ | |
Cost of goods sold (exclusive of depreciation) | | | | | ||||||||
Operating expenses: |
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Selling, general and administrative |
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Share-based compensation expense | | | | | ||||||||
Depreciation |
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Loss (gain) on asset disposal | ( | ( | ( | ( | ||||||||
Total operating expenses |
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Operating loss | ( | ( | ( | ( | ||||||||
Interest expense (income), net |
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Other expense (income), net |
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Loss before income taxes | ( | ( | ( | ( | ||||||||
Income tax expense (benefit) | ( | | | | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted-average shares outstanding, basic and diluted |
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Basic |
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Diluted |
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Net loss per share, basic and diluted |
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Basic | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)
(Amounts in thousands of U.S. dollars, except share data)
Additional | Total | |||||||||||||
Common Stock | Paid- In | Accumulated | Shareholders' | |||||||||||
| Shares | | Amount | | Capital | | Deficit | | Equity | |||||
Balance at January 1, 2025 |
| | $ | — | $ | $ | ( | $ | | |||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Equity-based compensation transactions, net |
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| — |
|
| — |
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Issuance of common stock | | — | — | | ||||||||||
Balance at March 31, 2025 |
| | $ | — | $ | | $ | ( | $ | | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Equity-based compensation transactions, net |
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| — |
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| — |
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Issuance of common stock | | — | — | | ||||||||||
Balance at June 30, 2025 |
| | $ | — | $ | | $ | ( | $ | | ||||
Balance at January 1, 2026 |
| | $ | — | $ | $ | ( | $ | | |||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Equity-based compensation transactions, net | | — | | — | | |||||||||
Balance at March 31, 2026 |
| | $ | — | $ | | $ | ( | $ | | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Equity-based compensation transactions, net | | — | | — | | |||||||||
Issuance of common stock | | — | | — | | |||||||||
Balance at June 30, 2026 |
| | $ | — | $ | | $ | ( | $ | | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(Amounts in thousands of U.S. dollars)
Six Months Ended June 30, | ||||||
2026 | 2025 | |||||
Operating Activities: | | | | | ||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation |
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Non-cash lease activity |
| — |
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Bad debt expenses (recoveries) | | ( | ||||
Deferred income tax (income) expense |
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Share-based compensation |
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Loss (gain) on disposal of equipment | ( | ( | ||||
Other (income) expenses, net | ( | — | ||||
Increase (decrease) in cash resulting from changes in: |
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Trade accounts receivable |
| ( |
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Inventories |
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Other current assets |
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Other noncurrent assets | ( | ( | ||||
Trade accounts payable |
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Income taxes payable |
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Contract liabilities |
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Other current liabilities |
| ( |
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Right of use liabilities |
| — |
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Accrued expenses |
| ( |
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Contract liabilities, noncurrent | | ( | ||||
Net cash provided by (used in) operating activities | $ | ( | $ | ( | ||
Investing Activities: |
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Capital expenditures |
| ( |
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Proceeds from sale of equipment | | | ||||
Net cash provided by (used in) investing activities | $ | ( | $ | ( | ||
Financing Activities: |
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Proceeds from issuances of common stock | | | ||||
Tax payments associated with equity-based compensation transactions | ( | ( | ||||
Repayment of Legacy SMAP promissory note | — | ( | ||||
Net cash provided by (used in) financing activities | $ | | $ | | ||
Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents |
| ( |
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Cash, cash equivalents, and restricted cash equivalents beginning of period |
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Cash, cash equivalents, and restricted cash equivalents end of the period | $ | | $ | | ||
Reconciliation of cash, cash equivalents and restricted cash equivalents at end of period: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash equivalents included in other current assets | | | ||||
Cash, cash equivalents, and restricted cash equivalents end of the period | $ | | $ | | ||
Supplemental cash flow information: |
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Interest paid | $ | — | $ | — | ||
Income tax paid, net of refunds received |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
MultiSensor AI Holdings, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited; Amounts in thousands of U.S. dollars, except share data)
Note 1 — Organization and Business Operations
MultiSensor AI Holdings, Inc. (“MSAI,” “the Company,” “we,” “us” or “our”) together with its wholly owned subsidiaries build and deploy integrated condition monitoring and early threat detection solutions that connect multiple sensor types through a unified edge-to-cloud software architecture. Our condition intelligence platform integrates multiple sensing modalities such as thermal, visual and acoustic, among others. Customers deploy the MSAI Connect platform to continuously monitor critical assets and identify early degradation patterns (such as elevated operating temperatures) across electrical, mechanical, and environmental systems. This allows teams to intervene early and convert potential failures into planned maintenance before downtime, safety incidents, or operational disruption occur.
We focus on commercial environments where operational continuity is vital and automation intensity is high, including distribution and parcel logistics networks, data centers, and select manufacturing and industrial facilities. We believe our solutions offer a compelling combination of performance, scalability, and cost efficiency relative to traditional inspection and monitoring approaches. Our digital, multi-sensor software platform is designed to support the transition from intermittent, manual asset inspections towards continuous intelligent condition monitoring. By streaming and analyzing radiometric thermal data in combination with other deployed sensor inputs, our MSAI Connect software platform can surface early anomaly signals that may not be visible or detected during periodic inspections. Our system architecture is intentionally modular and extensible, allowing for the integration of additional sensing modalities and analytics capabilities over time. While our current commercial deployments are centered primarily on thermal-based monitoring enhanced by software-driven analytics and expert review, we believe MSAI Connect’s multi-sensor foundation positions us to expand into broader predictive and prescriptive use cases.
Through collaboration with several blue-chip multinational customers during development and deployment, we have validated high-value, mission-critical use cases across our target markets: distribution and logistics, manufacturing and data centers. These engagements have informed our product evolution and reinforced our belief that integrated, AI-enabled multi-sensor monitoring represents a structural shift in how industrial reliability and asset protection are managed.
Note 2 — Reverse Stock Split
On April 13, 2026, we effected a -for-40 reverse stock split (the “Reverse Stock Split”) of our common stock, par value $
Warrants
Pursuant to the terms of the Warrant Agreement, dated October 18, 2021, by and between us and Continental Stock Transfer & Trust Company, and as a result of the Reverse Stock Split, the exercise price of our public warrants to purchase
Pursuant to the terms of the Subscription Agreement, dated December 1, 2023, by and among us and certain investors signatory thereto, we issued warrants to purchase
7
On October 24, 2025, we entered into that certain Securities Purchase Agreement with 325 Capital, LLC (“325 Capital”) and certain other accredited investors signatory thereto (collectively with 325 Capital, the “Investors”), pursuant to which we sold to the Investors warrants to purchase up to
All share and per share amounts, including exercise prices and aggregate par values, conversion rates, and conversion prices presented herein that relate to periods prior to the Reverse Stock Split have been adjusted retroactively to reflect the Reverse Stock Split.
Note 3 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying condensed consolidated financial statements of the Company and its wholly owned subsidiaries are prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). The interim financial information is unaudited but reflects all normal adjustments that are necessary to provide a fair statement of results for the interim periods presented. This interim information should be read in conjunction with the consolidated financial statements in the 2025 Annual Report. The Condensed Consolidated Balance Sheet as of December 31, 2025 was derived from our audited consolidated financial statements.
Principles of Consolidation
The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.
Customer Concentration
For the three months ended June 30, 2026,
New Accounting Pronouncements
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 which requires disaggregation of specific expense categories in disclosures within the footnotes to the consolidated financial statements on an annual and interim basis. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Prospective or retrospective application is allowed, and early adoption is permitted. We are currently evaluating the potential effect that the updated standard may have on our consolidated financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, which amends certain aspects of the accounting for and disclosure of software costs under Accounting Standards Codification 350-40. The new standard is effective for annual reporting periods and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The new standard may be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the impact of this new standard on our consolidated financial statements and related disclosures.
8
Note 4 — Revenue
The following tables summarize the Company’s revenue, net disaggregated by type of product and service:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2026 | | 2025 | | 2026 | | 2025 | ||||||
Hardware | $ | | $ | | $ | | $ | | ||||
Software |
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Services |
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Total revenue, net | $ | | $ | | $ | | $ | | ||||
The Company’s sales policy is not to accept returns of hardware once sold. As a result, there was
Contract Liabilities
Contract liabilities consist of sales of software subscriptions, where in most cases, the Company receives up-front payment and recognizes revenue over the term of
Note 5 — Property, Plant and Equipment
The following table summarizes our property, plant and equipment, net:
June 30, | December 31, | |||||
2026 | 2025 | |||||
Machinery, equipment and demo | $ | | $ | | ||
Internal-use software |
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Property, plant and equipment, gross | $ | | $ | | ||
Less: accumulated depreciation |
| ( |
| ( | ||
Property, plant and equipment, net | $ | | $ | | ||
Depreciation expense was $
Note 6 — Other Current Assets
The following table summarizes other current assets:
June 30, | December 31, | |||||
2026 | 2025 | |||||
Prepaid expenses | $ | | $ | | ||
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Prepaid inventory purchases and deposits | | | | — | ||
Other receivables |
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Total other current assets | $ | | $ | | ||
During the three months ended June 30, 2026, the Company renegotiated its contract with the Company’s corporate credit card provider. As a result of this renegotiation, as of June 30, 2026, the Company is required to maintain $
9
Note 7 — Inventories
The following table summarizes inventories:
| June 30, | December 31, | ||||
2026 | | 2025 | ||||
Hardware | $ | | $ | | ||
Parts and supplies |
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Inventories, current | $ | | $ | | ||
Hardware | | | ||||
Parts and supplies |
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Inventories, noncurrent | $ | | $ | | ||
Total inventories | $ | | $ | | ||
Note 8 — Accrued Expense
The following table summarizes accrued expense:
June 30, | December 31, | |||||
| 2026 | | 2025 | |||
Salaries, wages, and payroll taxes payable | $ | | $ | | ||
Professional fees | | | ||||
Other |
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Total accrued expense | $ | | $ | | ||
Note 9 — Share-Based Compensation
Stock Options
During the three months ended June 30, 2026,
During the three months ended June 30, 2025,
Restricted Stock Units
During the three months ended June 30, 2026 and 2025, the Company granted
RSUs granted in the first quarter of 2025 primarily vested of the award value on the date of grant, with the remaining restricted shares vesting in equal installments annually, while those granted in the second and third quarters of 2025 vest in equal installments annually on January 1 of each year beginning January 1, 2027.
The Company recognized share-based compensation expense related to RSUs of $
10
RSUs were forfeited, resulting in reversal of $
During the three-month periods ended June 30, 2026 and 2025, the Company’s non-employee directors earned $
During the three months ended June 30, 2025, the Company agreed to settle $
Incentive Award Plan Reserve
At our annual shareholders meeting held on June 12, 2026, our shareholders approved an amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan (the “2023 Incentive Award Plan”) to increase the number of shares of Common Stock by
At our annual shareholders meeting held on June 4, 2025, our shareholders approved an amendment to the 2023 Incentive Award Plan to increase the number of shares of Common Stock by
Executive Officer Grants
Effective July 16, 2026, the Company’s board of directors approved grants of RSUs and performance stock units (“PSUs”) to Asim Akram, the Company’s Chief Executive Officer and President, and Robert Nadolny, the Company’s Chief Financial Officer and Secretary. Pursuant to the grant to Mr. Akram, Mr. Akram received
The first tranche of RSUs granted will vest, if at all, in
Effective July 16, 2026, the Company’s board of directors also finalized the grants of
Note 10 — Shareholders’ Equity
Total authorized capital stock of the Company as of June 30, 2026, is
11
Equity Line of Credit (“ELOC”)
On April 16, 2024, we entered into that certain common stock purchase agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, we had the right, but not the obligation, to sell to B. Riley up to $
During the three and six months ended June 30, 2026, the Company did not utilize the ELOC. During the three months ended June 30, 2025, the Company did not utilize the ELOC. During the six months ended June 30, 2025, the Company sold
At the Market Sales Agreements
On March 13, 2026, the Company entered into an at market issuance sales agreement (the “2026 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 having an aggregate market value of up to $
On March 28, 2025, the Company entered into an at market issuance sales agreement (the “2025 Sales Agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”), as sales agent or principal, pursuant to which the Company could offer and sell shares of its Common Stock having an aggregate offering price of up to $
2025 Warrants
In October 2025, the Company completed the 2025 Private Placement pursuant to which it issued shares of Common Stock and the 2025 Warrants to the Investors. The 2025 Warrants have an exercise price of $
During the three and six months ended June 30, 2026, certain Investors exercised 2025 Warrants for
12
Note 11 — Earnings per Share
The following table summarizes the computation of basic and diluted earnings per share:
| Three Months Ended June 30, | | Six Months Ended June 30, | |||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Numerator: |
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Basic and diluted net loss attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: | ||||||||||||
Weighted average number of shares: |
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Basic - common stock | |
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Diluted - common stock |
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Basic net loss per share attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted net loss per share attributable to common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
The table above does not include the following potential anti-dilutive shares: (i) up to
Note 12 — Related Party Transactions
Leases
The Company previously leased its corporate office and currently leases its production facility from a former related party. As of July 29, 2025, the lessor no longer qualified as a related party under the applicable accounting guidance, and payments made after that date did not constitute related party transactions. Total related party cash payments for the leases were $
Note 13 — Commitments and Contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
In the ordinary course of the business, the Company is subject to periodic legal or administrative proceedings. As of June 30, 2026, the Company was not involved in any material claims or legal actions which, in the opinion of management, the ultimate disposition would have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or liquidity.
Note 14 — Income Taxes
The Company has determined that a discrete year-to-date method of reporting would provide more reliable results for the six months ended June 30, 2026, and June 30, 2025, due to the difficulty in projecting future results. The Company recorded income tax benefit of $
For the three months ended June 30, 2026, and 2025, the Company’s effective income tax rates were
13
tax rate of
Note 15 — Segments and Geographical Information
The Company has
| Three Months Ended June 30, | | Six Months Ended June 30, | |||||||||
2026 | | 2025 | 2026 | | 2025 | |||||||
United States | $ | | $ | | $ | | $ | | ||||
International |
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Total revenue, net | $ | | $ | | $ | | $ | | ||||
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The CODM uses consolidated net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the segment or into other parts of the entity, such as for acquisitions. Net income is used to monitor budget versus actual results and to perform competitive analysis through benchmarking to competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
The table below summarizes the significant expense categories regularly reviewed by the CODM for the three- and six-month periods ended June 30, 2026, and 2025:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenue, net | $ | |
| $ | | $ | |
| $ | | ||
Cost of goods sold (exclusive of depreciation) |
| |
| |
| |
| | ||||
Operating expenses: |
|
|
|
| ||||||||
Selling, general and administrative |
| | |
| | | ||||||
Payroll Expenses (including bonus) |
| |
| |
| |
| | ||||
Professional Fees |
| |
| |
| |
| | ||||
Other selling, general and administrative |
| |
| |
| |
| | ||||
Other operating expenses |
| |
| |
| |
| | ||||
Non-operating (income) expenses, net |
| ( |
| ( |
| ( |
| ( | ||||
Provision for income taxes |
| ( |
| |
| |
| | ||||
Net loss | $ | ( |
| $ | ( | $ | ( |
| $ | ( | ||
See the condensed consolidated financial statements for other financial information regarding the Company’s operating segment.
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations provides information that our management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. This discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in our unaudited condensed consolidated financial statements and notes thereto, included elsewhere in this Quarterly Report (collectively, the “consolidated financial statements”). References to “MSAI,” the “Company,” “we,” “us,” or “our” refer to MultiSensor AI Holdings, Inc.
This Quarterly Report includes forward-looking statements based on the Company’s current assumptions, expectations and projections about future events that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Quarterly Report. For more information on these and other factors, see “Forward-Looking Statements” herein.
Overview
The Company and its wholly owned subsidiaries build and deploy integrated condition monitoring and early threat detection solutions that connect multiple sensor types through a unified edge-to-cloud software architecture. Our condition intelligence platform integrates multiple sensing modalities such as thermal, visual and acoustic, among others. Customers deploy the MSAI Connect platform to continuously monitor critical assets and identify early degradation patterns (such as elevated operating temperatures) across electrical, mechanical, and environmental systems. This allows teams to intervene early and convert potential failures into planned maintenance before downtime, safety incidents, or operational disruption occur. Unlike traditional inspection or single-sensor monitoring solutions, MSAI combines multiple sensing technologies into a unified software platform that provides a single operational view of asset health. Our strategy is to become the software platform that connects multiple sensing technologies into a unified operational intelligence layer across critical infrastructure.
We are pursuing expansion of our position as a Software as a Service (“SaaS”) provider in predictive maintenance and believe there are significant opportunities to increase recurring revenue from our solutions. We focus on commercial environments where operational continuity is vital and automation intensity is high, including distribution and parcel logistics networks, data centers, and select manufacturing and industrial facilities. We believe our solutions offer a compelling combination of performance, scalability, and cost efficiency relative to traditional inspection and monitoring approaches. Our digital, multi-sensor software platform is designed to support the transition from intermittent, manual asset inspections towards continuous intelligent condition monitoring. By streaming and analyzing radiometric thermal data in combination with other deployed sensor inputs, our MSAI Connect software platform can surface early anomaly signals that may not be visible or detected during periodic inspections. Our system architecture is intentionally modular and extensible, allowing for the integration of additional sensing modalities and analytics capabilities over time. While our current commercial deployments are centered primarily on thermal-based monitoring enhanced by software-driven analytics and expert review, we believe MSAI Connect’s multi-sensor foundation positions us to expand into broader predictive and prescriptive use cases.
Through collaboration with several blue-chip multinational customers during development and deployment, we have validated high-value, mission-critical use cases across our target markets: distribution and logistics, manufacturing and data centers. These engagements have informed our product evolution and reinforced our belief that integrated, AI-enabled multi-sensor monitoring represents a structural shift in how industrial reliability and asset protection are managed.
In June 2026, we expanded the vibration coverage of our MSAI Connect solution through a new collaboration with Broadsens, which integrates Broadsens’ wireless vibration sensors into our unified platform. The combined offering, which we showcased at Maintec 2026, allows customers to evaluate thermal and vibration data for the same asset within a single workflow. We also presented at The Reliability Conference 2026 and SupplyChainPoint 2026 during the quarter, demonstrating multi-camera thermal monitoring within MSAI Connect.
In the distribution and logistics market, we believe our solutions deliver meaningful operational value by enabling enhanced predictive maintenance capabilities that help minimize unplanned downtime, lower labor and maintenance costs, and improve facility throughput and operational continuity. During the second quarter of 2026, we received positive customer feedback on the initial launch of our solution at Manchester Airport, including the addition of vibration monitoring, further validating the applicability of our solutions across complex, mission-critical operations. In addition, during the second quarter of 2026, a large global distributor renewed its subscriptions with us and issued purchase orders for our first rollout at 10 sites in North America, with installations expected to begin
15
during the second half of fiscal year 2026. This customer has also advised that additional projects focused on monitoring rooftop solar infrastructure and distribution facilities have been approved, with installations expected to begin during the second half of 2026.
In the data center market, our focus is on the critical infrastructure systems that support data center reliability, uptime, and operational resilience. Through our MSAI Connect solutions, we help customers identify early signs of electrical and cooling system degradation before conventional alarms are triggered across applications such as chillers, cooling towers, automatic transfer switches, backup generators, power panels, and transformers. The two pilot projects we deployed within the data center sector during the first quarter of 2026 are ongoing, and we continue to generate learnings from these deployments. Initial customer feedback has been encouraging, and we are actively engaged in discussions to expand these deployments and pursue additional opportunities across other data center facilities.
In the manufacturing market, our go-to-market strategy is centered on delivering early threat detection and operational reliability solutions designed to enhance safety, reduce operational risk, and improve asset visibility. We continue to work closely with two of the “Big 3” automakers on our ongoing pilot programs focused on lithium-ion battery pack monitoring and the deployment of dual-vision hardware sensors. During the second quarter of 2026, one of these “Big 3” automakers renewed its subscriptions with us. In parallel, we remain actively engaged with these customers in identifying additional high-value applications for our solutions across broader manufacturing and production environments.
Recent Developments
Reverse Stock Split
On April 13, 2026, we effected a 1-for-40 reverse stock split (the “Reverse Stock Split”) of our common stock, par value $0.0001 per share (the “Common Stock”). As a result of the Reverse Stock Split, our outstanding Common Stock was reduced from 80,491,720 shares to 2,012,293 shares, and proportionate adjustments were made to the number of shares underlying our outstanding equity awards and equity incentive plans, including corresponding adjustments to exercise prices and performance thresholds, as applicable. The total number of authorized shares, the par value per share and other terms of our Common Stock were not affected by the Reverse Stock Split.
Warrants
Pursuant to the terms of the Warrant Agreement, dated October 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company, and as a result of the Reverse Stock Split, the exercise price of the Company’s public warrants to purchase 8,625,000 shares of Common Stock at an exercise price of $11.50 per share (the “Public Warrants”), and private placement warrants to purchase up to 506,250 shares of Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and together with the Public Warrants, the “SPAC Warrants”), each issued in connection with our initial public offering, was adjusted from $11.50 to $460.00. Additionally, the number of shares of Common Stock issuable upon exercise of the Public Warrants and Private Placement Warrants was proportionally reduced to 215,625 shares and 12,657 shares, respectively. Except as provided herein, all other terms and provisions of the SPAC Warrants remain in full force and effect.
Pursuant to the terms of the Subscription Agreement, dated December 1, 2023, by and among the Company and certain investors signatory thereto, and as a result of the Reverse Stock Split, the exercise price of the Company’s warrants to purchase 340,250 shares of Common Stock at an exercise price of $11.50 per share (the “Financing Warrants”), issued in connection with our business combination, was adjusted from $11.50 to $460.00. Additionally, the number of shares of Common Stock issuable upon exercise of the Financing Warrants was proportionally reduced to 8,507 shares. Except as provided herein, all other terms and provisions of the Financing Warrants remain in full force and effect.
On October 24, 2025, we entered into a Securities Purchase Agreement (the “2025 Purchase Agreement”) with 325 Capital, LLC (“325 Capital”) and certain other accredited investors signatory thereto (collectively with 325 Capital, the “Investors”), pursuant to which we sold to the Investors warrants to purchase up to 68,459,652 shares of Common Stock (the “2025 Warrants”). Pursuant to the terms of the 2025 Warrants, and as a result of the Reverse Stock Split, the exercise price of the 2025 Warrants was adjusted from $0.409 to $5.98 per share, and the number of shares of Common Stock issuable upon exercise of the 2025 Warrants was proportionately adjusted to 4,682,273.85 shares. Except as provided herein, all other terms and provisions of the 2025 Warrants remain in full force and effect. During the three months ended June 30, 2026, certain Investors exercised 2025 Warrants for 175,000 shares of Common Stock at $5.98 per share, resulting in proceeds of $1.0 million.
16
Results of Operations
Three months ended June 30, 2026 compared to three months ended June 30, 2025
The following table presents summary results of operations for the periods indicated in thousands:
| Three Months Ended June 30, | | Amount | | % |
| ||||||
2026 | | 2025 | Change | Change | ||||||||
Revenue, net | $ | 1,695 |
| $ | 1,419 |
| $ | 276 |
| 19 | % | |
Cost of goods sold (exclusive of depreciation) | 919 | 1,084 | (165) |
| (15) | % | ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
| | ||
Selling, general and administrative | 2,833 | 2,909 | (76) |
| (3) | % | ||||||
Share-based compensation expense |
| 187 |
|
| 423 |
|
| (236) | (56) | % | ||
Depreciation |
| 360 |
| 330 |
| 30 |
| 9 | % | |||
Loss (gain) on asset disposal | (3) | (9) | 6 | (67) | % | |||||||
Total operating expenses |
| 3,377 |
|
| 3,653 |
|
| (276) |
| (8) | % | |
Operating loss | (2,601) | (3,318) | 717 |
| (22) | % | ||||||
Interest expense (income), net |
| (142) |
|
| (11) |
|
| (131) |
| 1,191 | % | |
Other expense (income), net |
| 15 |
| 5 |
| 10 |
| 200 | % | |||
Loss before income taxes |
| (2,474) |
|
| (3,312) |
|
| 838 |
| (25) | % | |
Income tax expense (benefit) |
| (14) |
| 10 |
| (24) |
| (240) | % | |||
Net loss | $ | (2,460) |
| $ | (3,322) |
| $ | 862 |
| (26) | % | |
Revenue: Revenue for the three months ended June 30, 2026 was $1.7 million, compared to $1.4 million for the three months ended June 30, 2025. Revenue streams from each of our products and services are summarized below for the three months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | |||||
2026 | | 2025 | ||||
Hardware | $ | 930 | $ | 874 | ||
Software |
| 739 |
| 400 | ||
Services |
| 26 |
| 145 | ||
Total revenue | $ | 1,695 | $ | 1,419 | ||
The increase in revenue was primarily attributable to an increase in software revenues of $0.3 million, or 85%, in line with our strategic initiative of transitioning away from being a hardware provider to being a solutions provider by focusing on growing our SaaS business. This increase in revenue was partially offset by a decrease in services revenue of $0.1 million, or 82%, primarily related to the discontinuation of inspection and training services in August 2025.
Cost of Goods Sold: Cost of goods sold for the three months ended June 30, 2026 was $0.9 million, compared to $1.1 million for the three months ended June 30, 2025. The decrease in cost of goods sold was attributable to a change in product mix.
Selling, General and Administrative Expense: Selling, general and administrative expense for the three months ended June 30, 2026 was $2.8 million, compared to $2.9 million for the three months ended June 30, 2025. The decrease in selling, general and administrative expenses was primarily driven by a $0.3 million decrease in professional fees due to the Company’s continued strategic cost optimization initiatives, partially offset by a $0.1 million increase in payroll costs and other costs.
Share-Based Compensation Expense: Share-based compensation expense for the three months ended June 30, 2026 was $0.2 million, compared to $0.4 million for the three months ended June 30, 2025. The decrease in share-based compensation expense was primarily related to forfeitures of unvested awards previously granted predominantly as a result of the reduction in workforce, which occurred in July 2025.
Depreciation: Depreciation expense was $0.4 million for the three months ended June 30, 2026, compared to $0.3 million for the three months ended June 30, 2025. The increase in depreciation expense was primarily driven by additions, predominantly in the
17
internal-use software category, associated with our development of MSAI Connect, partially offset by lower depreciation expense related to machinery, equipment, and demo assets due to disposals and sales completed during fiscal year 2025.
Interest expense (income), net: Interest income was $0.1 million for the three months ended June 30, 2026, compared to insignificant interest income for the three months ended June 30, 2025. The increase in interest income was primarily due to higher average cash balances invested in interest-bearing accounts.
Six months ended June 30, 2026 compared to six months ended June 30, 2025
The following table presents summary results of operations for the periods indicated in thousands:
| Six Months Ended June 30, | | Amount | | % |
| ||||||
| 2026 | | 2025 | Change | Change | |||||||
Revenue, net | $ | 3,309 |
| $ | 2,589 |
| $ | 720 |
| 28 | % | |
Cost of goods sold (exclusive of depreciation) | 1,619 | 1,560 | 59 |
| 4 | % | ||||||
Operating expenses: |
|
|
|
|
|
|
|
|
| | ||
Selling, general and administrative | 5,822 | 7,048 | (1,226) |
| (17) | % | ||||||
Share-based compensation expense |
| 369 |
|
| 1,330 |
|
| (961) | (72) | % | ||
Depreciation |
| 712 |
| 610 |
| 102 |
| 17 | % | |||
Loss (gain) on asset disposal | (18) | (24) | 6 | (25) | % | |||||||
Total operating expenses |
| 6,885 |
|
| 8,964 |
|
| (2,079) |
| (23) | % | |
Operating loss | (5,195) | (7,935) | 2,740 |
| (35) | % | ||||||
Interest expense (income), net |
| (297) |
|
| (15) |
|
| (282) |
| 1,880 | % | |
Other expense (income), net | 14 | (180) | 194 |
| (108) | % | ||||||
Loss before income taxes |
| (4,912) |
|
| (7,740) |
|
| 2,828 |
| (37) | % | |
Income tax expense (benefit) |
| 19 |
| 18 |
| 1 |
| 6 | % | |||
Net loss | $ | (4,931) |
| $ | (7,758) |
| $ | 2,827 |
| (36) | % | |
Revenue: Revenue for the six months ended June 30, 2026 was $3.3 million, compared to $2.6 million for the six months ended June 30, 2025. Revenue streams from each of our products and services are summarized below for the six months ended June 30, 2026 and 2025.
| Six Months Ended June 30, | |||||
2026 | | 2025 | ||||
Hardware | $ | 1,843 | $ | 1,627 | ||
Software |
| 1,414 |
| 651 | ||
Services |
| 52 |
| 311 | ||
Total revenue | $ | 3,309 | $ | 2,589 | ||
The increase in revenue was primarily attributable to growth in software revenue, in line with our strategic initiative of transitioning away from being a hardware provider to being a solutions provider. Software revenue grew 117% to $1.4 million as the Company continues to focus on growing our SaaS business. This increase in revenue was partially offset by a decrease in services revenue of $0.2 million, or 83%, primarily related to the discontinuation of inspection and training services in August 2025.
Cost of Goods Sold: Cost of goods sold for the six months ended June 30, 2026 and 2025 was $1.6 million.
Selling, General and Administrative Expense: Selling, general and administrative expense for the six months ended June 30, 2026 was $5.8 million, compared to $7.0 million for the six months ended June 30, 2025. The decrease in selling, general and administrative expenses was primarily driven by a $1.1 million decrease in professional fees due to the Company’s continued strategic cost optimization initiatives.
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Share-Based Compensation Expense: Share-based compensation expense for the six months ended June 30, 2026 was $0.4 million, compared to $1.3 million for the six months ended June 30, 2025. The decrease in share-based compensation expense was primarily attributable to restricted stock units granted during the first quarter of 2025, which included a provision for immediate vesting of 25% of the total award, resulting in higher expense recognized in the prior-year period and forfeitures of unvested awards previously granted predominantly as a result of the reduction in our workforce which occurred in July 2025.
Depreciation: Depreciation expense was $0.7 million for the six months ended June 30, 2026, compared to $0.6 million for the six months ended June 30, 2025. The increase in depreciation expense was primarily driven by additions, predominantly in the internal-use software category, associated with our development of MSAI Connect, partially offset by lower depreciation expense related to machinery, equipment, and demo assets due to disposals and sales completed during fiscal year 2025.
Interest expense (income), net: Interest income was $0.3 million for the six months ended June 30, 2026, compared to insignificant interest income for the six months ended June 30, 2025. The increase in interest income was primarily due to higher average cash balances invested in interest-bearing accounts.
Other expense (income), net: Other expense (income), net for the six months ended June 30, 2026 was insignificant compared to $0.2 million of income for the six months ended June 30, 2025 primarily due to the resolution of the ELOC make-whole obligation, as notified by B. Riley on January 8, 2025, which resulted in a one-time benefit recorded in the prior-year period.
Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are supplemental non-GAAP financial measures used by management. We define EBITDA as net income (loss) before (i) interest expense (net interest income), (ii) depreciation and (iii) taxes. We define “Adjusted EBITDA” as EBITDA before share-based compensation expenses, change in fair value of convertible notes and warrant liabilities, inventory impairment, loss on financing transaction, other expense (income) and loss (gain) on disposal of assets, as each are applicable to the periods presented.
We believe EBITDA and Adjusted EBITDA are useful performance measures because they facilitate comparison of our results of operations from period to period without regard to our financing methods or capital structure or other items that impact comparability of financial results from period to period such as fluctuations in interest expense or effective tax rates, levels of depreciation, non-cash charges such as share based compensation expenses or unusual items that are not considered an indicator of ongoing performance of our operations. In addition, we believe that such non-GAAP financial measures are used by analysts and others in the investment community to analyze our historical results and to provide estimates of future performance. EBITDA and Adjusted EBITDA should not be considered as alternatives to, or more meaningful than, net income (loss) or any other measure as determined in accordance with GAAP. Our computations of EBITDA and Adjusted EBITDA may not be comparable to EBITDA or Adjusted EBITDA of other companies. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business.
We believe EBITDA and Adjusted EBITDA, when viewed in a reconciliation to respective GAAP measures, provide an additional way of viewing the Company’s results of operations and factors and trends affecting the Company’s business. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the respective financial results presented in accordance with GAAP. The following tables present a reconciliation of EBITDA and Adjusted EBITDA to the GAAP financial measure of net income (loss) (unaudited) for each of the periods indicated, in thousands:
19
EBITDA and Adjusted EBITDA
| Three Months Ended June 30, |
| Six Months Ended June 30, | |||||||||
Adjusted EBITDA | | 2026 | | 2025 | | 2026 | | 2025 | ||||
Net loss | $ | (2,460) | $ | (3,322) | $ | (4,931) | $ | (7,758) | ||||
Interest expense (income), net | (142) | (11) | (297) | (15) | ||||||||
Income tax expense (benefit) | (14) | 10 | 19 | 18 | ||||||||
Depreciation | 360 | 330 | 712 | 610 | ||||||||
EBITDA | $ | (2,256) | $ | (2,993) | $ | (4,497) | $ | (7,145) | ||||
Share-based compensation expense |
| 187 |
| 423 |
| 369 |
| 1,330 | ||||
Other expense (income), net |
| 15 |
| 5 |
| 14 |
| (180) | ||||
Loss (gain) on asset disposal | (3) | (9) | (18) | (24) | ||||||||
Adjusted EBITDA | $ | (2,057) | $ | (2,574) | $ | (4,132) | $ | (6,019) | ||||
Liquidity and Capital Resources
We incurred losses for the three and six months ended June 30, 2026. We have historically funded our operations with internally generated cash flows, equity financings, debt, convertible notes, and promissory notes with shareholders and related parties. As of June 30, 2026, we had $21.0 million of cash and cash equivalents. We expect that our current sources of liquidity, together with our projection of cash flows from operating activities, will provide us with adequate liquidity for at least the next 12 months.
We may require additional capital in order to execute on our business plan and may require capital to fund our operations or to respond to technological advancements, competitive dynamics, technologies, customer demands, business opportunities, challenges, acquisitions, or unforeseen circumstances, and we may determine to raise capital through equity or debt financings or enter into credit facilities for other reasons. In order to maintain our anticipated growth trajectory and to further business relationships with current or potential customers or partners, or for other reasons, we may issue equity or equity-linked securities to such current or potential customers or partners. We may not be able to timely secure additional debt or equity financing on favorable terms, or at all, as these plans are subject to market conditions and are not within our control. There is no assurance that we will be successful in implementing our plans. If we raise additional funds through the issuance of equity or convertible debt or other equity-linked securities, or if we issue equity or equity-linked securities to current or potential customers to further business relationships, our existing shareholders could experience significant dilution. Any debt financing obtained by us in the future could involve restrictive covenants relating to our capital raising and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited and our business could be materially and adversely affected.
Equity Line of Credit (“ELOC”)
On April 16, 2024, we entered into a common stock purchase agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, we had the right, but not the obligation, to sell to B. Riley up to $25.0 million worth of the Company’s Common Stock (such shares when issued, the “Purchase Shares”) over the term of the Purchase Agreement, beginning only after certain conditions set forth in the Purchase Agreement have been satisfied, including that an amendment to the registration statement registering the Purchase Shares for resale shall have been declared effective under the Securities Act of 1933, as amended. During the three and six months ended June 30, 2026, the Company did not utilize the ELOC to sell shares and terminated the Purchase Agreement effective February 2, 2026.
During the three months ended June 30, 2025, the Company did not utilize the ELOC to sell shares. During the six months ended June 30, 2025, the Company utilized the ELOC to sell a total of 44,793 shares of Common Stock for cash proceeds totaling $4.7 million, all of which occurred during the first quarter.
At the Market Sales Agreements
On March 13, 2026, the Company entered into an at market sales agreement (the “2026 Sales Agreement”) with Roth Capital Partners, LLC and H.C. Wainwright & Co., LLC, as sales agents or principals, under which the Company may offer and sell shares of its Common Stock having an aggregate market value of up to $60.0 million from time to time. During the three and six months ended
20
June 30, 2026, the Company did not sell any shares under the 2026 Sales Agreement. We intend to use the net proceeds from sales of Common Stock under the 2026 Sales Agreement, if any, for working capital and general corporate purposes.
On March 28, 2025, the Company entered into an at market issuance sales agreement (the “2025 Sales Agreement”) with B. Riley Securities, Inc., as sales agent or principal, having an aggregate market value of up to $8.6 million. The Company terminated the 2025 Sales Agreement effective February 2, 2026, and did not sell any shares under the 2025 Sales Agreement during the three or six months ended June 30, 2026. During the three and six months ended June 30, 2025, the Company sold 2,735 shares of Common Stock under the 2025 Sales Agreement for cash proceeds totaling $0.1 million.
2025 Private Placement
On October 24, 2025, the Company entered into the 2025 Purchase Agreement with the Investors, pursuant to which it agreed to sell to the Investors (i) 855,745 shares of Common Stock at a purchase price of $16.36 per share and (ii) the 2025 Warrants (collectively, the “2025 Private Placement”), with an exercise price of $5.98 per share, for an aggregate purchase price of $14 million before deducting placement agent fees and offering expenses. 325 Capital and its affiliates beneficially own more than 5.0% of the outstanding Common Stock. In addition, Daniel M. Friedberg, who is a Managing Member of 325 Capital, serves on the Company’s board of directors.
The 2025 Purchase Agreement and the 2025 Warrants provide that each Investor’s beneficial ownership of Common Stock, including after taking into account the full exercise of such Investor’s 2025 Warrant, shall in no event exceed 49.5% of the issued and outstanding Common Stock (the “Maximum Ownership Limitation”). In the event that an Investor’s 2025 Warrant is not exercisable for shares of Common Stock due to the beneficial ownership of such Investor exceeding the Maximum Ownership Limitation, the applicable 2025 Warrant will be exercisable for shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, that are convertible into an equivalent number of shares of Common Stock for which the 2025 Warrant is exercisable. The 2025 Warrants will expire seven years from the date of issuance.
At the initial closing of the 2025 Private Placement on October 30, 2025, the Company issued to the Investors 174,272 shares of Common Stock, and 2025 Warrants to purchase up to 953,543.13 shares of Common Stock (as adjusted for the Reverse Stock Split), for gross proceeds of $2.85 million before deducting placement agent fees and offering expenses.
On December 23, 2025, the final closing occurred and the Company issued 681,474 shares of Common Stock and 2025 Warrants to purchase up to 3,728,730.72 shares of Common Stock (as adjusted for the Reverse Stock Split) to the Investors for gross proceeds of $11.15 million before deducting placement agent fees and offering expenses.
During the three and six months ended June 30, 2026, certain Investors exercised 2025 Warrants for 175,000 shares of Common Stock at an exercise price of $5.98 per share, resulting in proceeds to the Company of $1.0 million. As of June 30, 2026, 2025 Warrants to purchase up to 4,507,273.85 shares of Common Stock (as adjusted for the Reverse Stock Split) remained outstanding.
2025 Registered Direct Offering
On November 4, 2025, the Company entered into a common stock purchase agreement with a single institutional investor, pursuant to which the Company agreed to issue and sell (i) 114,875 shares (the “2025 Registered Direct Shares”) of the Company’s Common Stock and (ii) pre-funded warrants (the “2025 Pre-Funded Warrants”) to purchase up to 152,500 shares of Common Stock (the “2025 Pre-Funded Warrant Shares”) in a registered direct offering (the “2025 Registered Direct Offering”). The 2025 Registered Direct Shares, 2025 Pre-Funded Warrants and 2025 Pre-Funded Warrant Shares are registered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-284437), and a base prospectus and prospectus supplement relating to the 2025 Registered Direct Offering, in each case filed with the SEC. The offering price was $54.00 per share of Common Stock and $53.9999 per 2025 Pre-Funded Warrant, which is the price of each share of Common Stock sold in the 2025 Registered Direct Offering, minus the $0.0001 exercise price per 2025 Pre-Funded Warrant.
The 2025 Registered Direct Offering closed on November 5, 2025, and resulted in gross proceeds to the Company of approximately $14.4 million, before deducting advisory fees and offering expenses payable by the Company. Following the delivery of exercise notices to the Company on November 5, 2025 and November 6, 2025, the 2025 Pre-Funded Warrants were exercised in full.
21
Cash Flows
Six months ended June 30, 2026, compared to six months ended June 30, 2025
The following table summarizes our cash flows for the periods indicated, in thousands:
| Six Months Ended June 30, | |||||
| 2026 | | 2025 | |||
Net cash provided by (used in) operating activities | $ | (4,080) | $ | (3,980) | ||
Net cash provided by (used in) investing activities |
| (352) |
| (905) | ||
Net cash provided by (used in) financing activities |
| 1,022 |
| 3,719 | ||
Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents | $ | (3,410) | $ | (1,166) | ||
Operating Activities
Net cash used in operating activities was $4.1 million for the six months ended June 30, 2026, an increase of $0.1 million as compared to $4.0 million of net cash used in operating activities for the six months ended June 30, 2025. The increase in net cash used in operating activities was primarily driven by changes in working capital, including the timing of customer receipts.
Investing Activities
Net cash used in investing activities was $0.4 million for the six months ended June 30, 2026, a decrease of $0.5 million as compared to $0.9 million of net cash used in investing activities for the six months ended June 30, 2025. The decrease was primarily related to a decrease in cash paid for capital expenditures.
Financing Activities
Net cash provided by financing activities was $1.0 million for the six months ended June 30, 2026, a decrease of $2.7 million as compared to $3.7 million of net cash provided by financing activities for the six months ended June 30, 2025. The decrease in net cash provided by financing activities was primarily attributable to $1.0 million of proceeds from the exercise of 2025 Warrants during the six months ended June 30, 2026, as compared to $3.7 million of net proceeds from equity financings, primarily sales under the ELOC, during the six months ended June 30, 2025.
Contractual Obligations
As of June 30, 2026, we did not have any material contractual obligations.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company included in our 2025 Annual Report. There have been no significant and material changes in our Critical Accounting Policies and Estimates since the 2025 Annual Report.
Recently Issued Accounting Standards
See Note 2 of the notes to our annual consolidated financial statements in the 2025 Annual Report for our assessment of recently issued and adopted accounting standards.
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Emerging Growth Company and Smaller Reporting Company Status
We are an emerging growth company under the Jumpstart Our Business Startups Act (the “JOBS Act”). The JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such a time as those standards apply to private companies.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation or (v) comply with any new or revised financial accounting standards that have different effective dates for public and private companies until those standards would otherwise apply to private companies. However, we have elected to opt out of this extended exemption period discussed in (v) and will therefore comply with new or revised accounting standards on the applicable dates on which the adoption of such standards is required for non-emerging growth companies. We may take advantage of these other exemptions until we cease to be an emerging growth company which will occur no later than December 31, 2026, which marks the last day of the fiscal year following the fifth anniversary of the date of our initial public offering of common equity securities. We will cease to be an emerging growth company prior to the end of such five-year period if we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or we issue more than $1.0 billion of non-convertible debt in any three-year period.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will be able to take advantage of these scaled disclosures for so long as our voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 4. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of our business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties or employment-related matters. We are not currently a party to any actions, claims, suits or other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, financial condition, and results of operations.
Item 1A. Risk Factors
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our Common Stock. There have been no material changes in our risk factors since the 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Directors and Executive Officer Grants
Pursuant to the Company’s policy for director compensation, the Company granted 3,738 RSUs to Daniel M. Friedberg and 1,869 RSUs to each of Margaret Chu, Stuart V. Flavin III, David Gow and Petros Kitsos, on June 30, 2026, for each director’s board and committee service during the second quarter of 2026, which all immediately vested into shares of Common Stock on a one-for-one basis totaling 11,214 shares.
Effective July 16, 2026, the Company’s board of directors approved grants of RSUs and PSUs to Asim Akram and Robert Nadolny. Pursuant to the grant to Mr. Akram, Mr. Akram received 20,841 RSUs and 83,364 PSUs at target. Pursuant to the grant to Mr. Nadolny, Mr. Nadolny received 17,935 RSUs and 23,774 PSUs at target.
Effective July 16, 2026, the Company’s board of directors also finalized the grants of 17,440 PSUs at target to Mr. Akram and 5,000 PSUs at target to Mr. Nadolny for the 2025 tranche that Mr. Akram and Mr. Nadolny were each entitled to pursuant to each of their respective employment agreements.
The offers, sales, and issuances of the securities pursuant to the grants were made in reliance upon the exemption from registration under Rule 506 promulgated under the Securities Act and/or under Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the three months ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
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Item 6. Exhibits
Incorporated by Reference | ||||||||||
Filed / | ||||||||||
Furnished | ||||||||||
Exhibit | | Description | | Form | | Exhibit | | Filing Date | | Herewith |
2.1† | 8-K | 2.1 | 12/6/2022 | |||||||
2.2 | 8-K | 2.2 | 6/28/2023 | |||||||
2.3 | 8-K | 2.2 | 9/20/2023 | |||||||
3.1 | 10-K | 3.1 | 3/28/2025 | |||||||
3.2 | Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc. | 10-K | 3.2 | 3/28/2025 | ||||||
3.3 | 8-K | 3.1 | 10/30/2025 | |||||||
4.1 | 8-K | 4.1 | 10/21/2021 | |||||||
4.2 | 8-K | 10.3 | 12/01/2023 | |||||||
4.3 | 8-K | 4.1 | 10/30/2025 | |||||||
10.1 | First Amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan. | * | ||||||||
10.2 | Second Amendment to the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan. | 8-K | 10.1 | 06/18/2026 | ||||||
10.3 | 8-K | 10.1 | 07/20/2026 | |||||||
10.4 | 8-K | 10.2 | 07/20/2026 | |||||||
10.5 | 8-K | 10.3 | 07/20/2026 | |||||||
10.6 | 8-K | 10.4 | 07/20/2026 | |||||||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | * | ||||||||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | * | ||||||||
32.1 | ** | |||||||||
32.2 | ** | |||||||||
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101.SCH | Inline XBRL Taxonomy Extension Schema Document. | * | ||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | * | ||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | * | ||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | * | ||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | * | ||||||||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | * |
* | Filed herewith |
** | Furnished herewith |
† | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
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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 thereunto duly authorized.
MultiSensor AI Holdings, Inc. | ||
Date: August 13, 2026 | ||
By: | /s/ Asim Akram | |
Asim Akram | ||
Chief Executive Officer and President | ||
(Principal Executive Officer) | ||
Date: August 13, 2026 | ||
By: | /s/ Robert Nadolny | |
Robert Nadolny | ||
Chief Financial Officer and Secretary | ||
(Principal Financial Officer and | ||
Principal Accounting Officer) | ||
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