MultiSensor AI Holdings Files 8-K/A Amendment
Ticker: MSAIW · Form: 8-K/A · Filed: Feb 11, 2025 · CIK: 1863990
| Field | Detail |
|---|---|
| Company | Multisensor Ai Holdings, INC. (MSAIW) |
| Form Type | 8-K/A |
| Filed Date | Feb 11, 2025 |
| Risk Level | low |
| Pages | 6 |
| Reading Time | 7 min |
| Key Dollar Amounts | $0.0001, $350,000, $250,000, $20,000, $300,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: amendment, corporate-governance, leadership-changes
Related Tickers: MSAI
TL;DR
MSAI filed an 8-K/A amendment on Nov 26, 2024, updating leadership and compensation details.
AI Summary
MultiSensor AI Holdings, Inc. filed an amendment (8-K/A) on February 11, 2025, to a previous report dated November 26, 2024. This amendment pertains to the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes financial statements and exhibits.
Why It Matters
This amendment provides updated information regarding the company's leadership and executive compensation, which can impact investor confidence and strategic direction.
Risk Assessment
Risk Level: low — The filing is an amendment to a previous report and primarily concerns corporate governance and financial statements, not a new material event.
Key Players & Entities
- MultiSensor AI Holdings, Inc. (company) — Registrant
- November 26, 2024 (date) — Earliest event reported date
- February 11, 2025 (date) — Filing date of amendment
FAQ
What specific leadership changes are detailed in the 8-K/A amendment?
The amendment indicates changes related to the departure of directors or certain officers, election of directors, and appointment of certain officers.
What is the primary purpose of this 8-K/A filing?
The primary purpose is to amend a previous report concerning corporate governance matters and to include financial statements and exhibits.
When was the earliest event reported in this amendment?
The earliest event reported was on November 26, 2024.
What is the filing date of this amendment?
This amendment was filed on February 11, 2025.
What was MultiSensor AI Holdings, Inc. formerly known as?
MultiSensor AI Holdings, Inc. was formerly known as Infrared Cameras Holdings, Inc. and Sportsmap Tech Acquisition Corp.
Filing Stats: 1,814 words · 7 min read · ~6 pages · Grade level 11.6 · Accepted 2025-02-11 17:25:59
Key Financial Figures
- $0.0001 — ge on which registered Common stock, $0.0001 par value per share MSAI The NASDAQ
- $350,000 — led to receive an annual base salary of $350,000 (the "Baird Base Salary"), (ii) eligibl
- $250,000 — led to receive an annual base salary of $250,000 (the "Nadolny Base Salary") (ii) eligib
- $20,000 — entitled to receive a one-time bonus of $20,000 in recognition of Mr. Nadolny's perform
- $300,000 — led to receive an annual base salary of $300,000, (ii) entitled to receive a one-time $7
- $75,000 — 00, (ii) entitled to receive a one-time $75,000 cash bonus, (iii) and is entitled to re
- $6,000 — ation technology expenses approximating $6,000. Mr. Flavin is not eligible for vacatio
Filing Documents
- tm256120d1_8ka.htm (8-K/A) — 42KB
- tm256120d1_ex10-1.htm (EX-10.1) — 74KB
- tm256120d1_ex10-2.htm (EX-10.2) — 77KB
- tm256120d1_ex10-3.htm (EX-10.3) — 12KB
- 0001104659-25-011560.txt ( ) — 467KB
- msai-20241126.xsd (EX-101.SCH) — 4KB
- msai-20241126_def.xml (EX-101.DEF) — 26KB
- msai-20241126_lab.xml (EX-101.LAB) — 36KB
- msai-20241126_pre.xml (EX-101.PRE) — 25KB
- tm256120d1_8ka_htm.xml (XML) — 7KB
02 Departure of Directors or Certain Officers; Election
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Baird Employment Agreement As previously announced, on January 6, 2025, the board of directors of the Company (the "Board") appointed Peter Baird as the Company's Chief Commercial Officer. On February 7, 2025, the Company entered into an amended and restated employment agreement by and between the Company and Mr. Baird, effective February 5, 2025 (the "Baird Employment Agreement"). Pursuant to the Baird Employment Agreement, Mr. Baird is (i) entitled to receive an annual base salary of $350,000 (the "Baird Base Salary"), (ii) eligible to receive a target annual bonus of 100% of the Baird Base Salary (the "Baird Target Bonus"), with payouts ranging from 0% to 200% of the Baird Target Bonus depending on the achievement of performance targets as set and determined by the compensation committee of the Board, and (iii) subject to an increase in the share reserve, a restricted stock unit award ("RSU Award") and a performance stock unit award ("PSU Award") equal to 134,615 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") and 471,154 shares of Common Stock, respectively. Both of Mr. Baird's RSU Award and the PSU Award are and the terms and conditions of the Barid Employment Agreement. Mr. Baird is entitled to paid vacation and eligible to participate in and receive the standard benefits provided to all Company employees including, but not limited to, coverage under the Company health insurance plan. Mr. Baird will be reimbursed for all reasonable expenses incurred in the performance of his duties. The Baird Employment Agreement provides for an initial one-year term, which will automatically renew for successive one-year terms unless terminated by Mr. Baird o
01 Exhibits and Financial Statements
Item 9.01 Exhibits and Financial Statements. (d) Exhibits. Exhibit No. Description of Exhibit 10.1* Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Peter Baird, dated February 7, 2025. 10.2* Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc. and Robert Nadolny, dated February 7, 2025. 10.3* Letter Agreement, by and between MultiSensor AI Holdings, Inc. and Stuart V. Flavin III, dated February 7, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Certain exhibits and 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. 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: February 11, 2025 By: /s/ Robert Nadolny Name: Robert Nadolny Title: Chief Financial Officer