8-K
MultiSensor AI Holdings, Inc. (MSAI)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
**Pursuantto Section 13 or 15(**d)of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 13, 2025
MultiSensor AI Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction ofincorporation) | 001-40916<br><br> <br>(Commission File Number) | 86-3938682<br><br> <br>(I.R.S. Employer Identification No.) |
|---|
2105 West Cardinal Drive Beaumont**, Texas** 77705
(Address of principal executive offices, including zip code)
(866) 861-0788
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changedsince 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<br>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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and FinancialCondition.
On May 13, 2025, MultiSensor AI Holdings, Inc., a Delaware corporation, (the “Company”) issued a press release announcing its financial results for the first fiscal quarter ended March 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 9.01 Exhibits and Financial Statements.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release of MultiSensor AI Holdings, Inc., dated May 13, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: May 13, 2025 | By: | /s/ Robert Nadolny |
| Name: | Robert Nadolny | |
| Title: | Chief Financial Officer |
Exhibit 99.1
MultiSensor AI Announces First Quarter 2025Results
Houston, TX, May 13, 2025 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company” or “MSAI”), a pioneer in condition-based monitoring and predictive maintenance enabling Industry 4.0, announced results for the first quarter ended March 31, 2025.
Trip Flavin, Interim CEO, commented: "We anticipated a challenging year over year comparable due to the significant order of hardware from our largest customer in Q1 2024. However, we are thrilled to announce the receipt of the first subscription renewals in connection with this hardware, totaling $2.1 million. The renewals from our largest customer marks a significant milestone for MSAI, validating our business model and solutions.”
Robert Nadolny, CFO, continued, “Our focus remains on executing our growth strategy and delivering exceptional value to our customers. Given the working capital dynamics of our subscriptions, with customers paying upfront for the subscription period, these renewals, which are expected to be paid in Q2 2025, represent a substantial cash infusion, which strengthens our financial position and helps us execute our SaaS-focused growth strategy.”
Financial Highlights:
| · | First quarter revenue decreased 49% to $1.2 million<br>from $2.3 million in 2024. Software revenue increased 25% to $0.25 million from $0.2 million in 2024. |
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| · | Net loss per share decreased 58% to $0.14 as<br>of March 31, 2025. |
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| · | Maintained overall liquidity during the period<br>with a current ratio of 1.4 as of both March 31, 2025, and December 31, 2024 |
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Strategic Business Highlights:
| · | We received $2.1 million in subscription renewals<br>from our largest customer of MSAI Connect in the Distribution and Logistics market. These renewals are expected to be recognized over<br>the 12-month subscription period beginning June 2025. In addition, we are excited that a leading automaker has renewed its subscriptions<br>for MSAI Connect. |
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| · | As of March 31, 2025, the Company has approximately<br>550 active sensors connected to our MSAI Connect platform as compared to approximately 460 as of December 31, 2024, and 90 as of March<br>31, 2024. This represents a 19% increase quarter over quarter and a greater than 500% increase year over year. |
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| · | We are seeing good initial traction with our<br>early fire detection, including the implementation of new pilots in a second leading automaker’s electric battery storage facility<br>and with leading manufacturers in the metals and mining, food and beverage, pulp and paper, and waste and recycling industries. |
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The Company’s Quarterly 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).
About MultiSensor AI
MultiSensor AI builds and deploys intelligent multi-sensing platforms incorporating edge and cloud software solutions that leverage artificial intelligence. MSAI's integrated solutions utilize data generated from an array of sensors and sensor modalities including high-resolution thermal imagers, visible and acoustic imagers, as well as vibration and laser spectroscopy sensors, to protect customers' most critical assets. MSAI's platform combines condition-based monitoring data with proprietary edge and cloud software to generate actionable insights that, we believe, minimize unplanned downtime, reduce maintenance costs, prevent hazards, and extend asset life.
For more information, please visit https://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,” “estimate,” “expect,” “intend,” “plan,” “will,” 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 the Company management's expectations regarding customer orders and 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 the risk that customers may cancel subscriptions and those identified in the “Risk Factors” section of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, 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:
Matthew Tancredo, Director of Finance
e-mail: ir@multisensorai.com
website: www.multisensorai.com
Source: MultiSensor AI Holdings, Inc.
MultiSensor AI Holdings, Inc.
Condensed Consolidated Statementsof Operations
(unaudited)
(Amounts in thousands of U.S.dollars, except share and per share data)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenue, net | $ | 1,170 | $ | 2,275 | ||
| Cost of goods sold (exclusive of depreciation) | 476 | 1,170 | ||||
| Inventory impairment | — | 234 | ||||
| Operating expenses: | ||||||
| Selling, general and administrative | 4,139 | 3,163 | ||||
| Share-based compensation expense | 907 | — | ||||
| Depreciation | 280 | 273 | ||||
| Loss (gain) on asset disposal | (15 | ) | — | |||
| Total operating expenses | 5,311 | 3,436 | ||||
| Operating loss | (4,617 | ) | (2,565 | ) | ||
| Interest (income) expense, net | (4 | ) | 4 | |||
| Change in fair value of convertible notes | — | 475 | ||||
| Change in fair value of warrants liabilities | — | (29 | ) | |||
| Loss on financing transaction | — | 876 | ||||
| Other income, net | (185 | ) | — | |||
| Loss before income taxes | (4,428 | ) | (3,891 | ) | ||
| Income tax expense (benefit) | 8 | 31 | ||||
| Net loss | $ | (4,436 | ) | $ | (3,922 | ) |
| Weighted-average shares outstanding, basic and diluted | ||||||
| Basic | 32,725,633 | 11,966,928 | ||||
| Diluted | 32,725,633 | 11,966,928 | ||||
| Net loss per share, basic and diluted | ||||||
| Basic | (0.14 | ) | (0.33 | ) | ||
| Diluted | (0.14 | ) | (0.33 | ) |