MultiSensor AI Holdings Appoints New CTO, Director

TL;DR

MSAI just hired a new CTO and added a director, potentially signaling a tech push.

AI Summary

MultiSensor AI Holdings, Inc. announced on June 27, 2024, the appointment of Dr. Jianwei Li as Chief Technology Officer and the election of Mr. David Chen to its Board of Directors. The company also reported on unregistered sales of equity securities and entered into a material definitive agreement, details of which are pending further disclosure.

Why It Matters

Changes in key leadership roles and board composition can signal strategic shifts or new directions for the company's technological development and governance.

Risk Assessment

Risk Level: medium — Leadership changes and unregistered equity sales can introduce uncertainty and potential dilution risks.

Key Numbers

• 20240627 — Report Date (Date of the earliest event reported in the 8-K filing.)
• 20231219 — Name Change Date (Date of former company name change to MultiSensor AI Holdings, Inc.)
• 20210524 — Name Change Date (Date of former company name change to Infrared Cameras Holdings, Inc.)

Key Players & Entities

• MultiSensor AI Holdings, Inc. (company) — The reporting company
• Dr. Jianwei Li (person) — Newly appointed Chief Technology Officer
• Mr. David Chen (person) — Newly elected Director
• Infrared Cameras Holdings, Inc. (company) — Former company name
• Sportsmap Tech Acquisition Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common stock, $0.0001 par value per share MSAI The NASDAQ
• $1.60 — was sold at a public offering price of $1.60 per share less the underwriting discoun
• $10.0 million — rating gross proceeds to the Company of $10.0 million before deducting underwriting discounts
• $1.5 million — generating additional gross proceeds of $1.5 million to the Company before deducting underwr
• $1.5999 — se price of each Pre-Funded Warrant was $1.5999. The exercise price for each share of
• $50,000 — e Company also agreed to reimburse Roth $50,000 for its legal fees and expenses. The
• $15.0 m — regate gross proceeds to the company of $15.0 million, before deducting placement agent

Filing Documents

• tm2418616d1_8k.htm (8-K) — 56KB
• tm2418616d1_ex1-1.htm (EX-1.1) — 202KB
• tm2418616d1_ex1-2.htm (EX-1.2) — 122KB
• tm2418616d1_ex4-1.htm (EX-4.1) — 76KB
• tm2418616d1_ex9-1.htm (EX-9.1) — 68KB
• tm2418616d1_ex10-1.htm (EX-10.1) — 246KB
• tm2418616d1_ex10-2.htm (EX-10.2) — 112KB
• tm2418616d1_ex99-1.htm (EX-99.1) — 13KB
• tm2418616d1_ex99-2.htm (EX-99.2) — 14KB
• 0001104659-24-076933.txt ( ) — 1354KB
• msai-20240627.xsd (EX-101.SCH) — 4KB
• msai-20240627_def.xml (EX-101.DEF) — 26KB
• msai-20240627_lab.xml (EX-101.LAB) — 36KB
• msai-20240627_pre.xml (EX-101.PRE) — 25KB
• tm2418616d1_8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Public Offering On July 1, 2024, MultiSensor AI Holdings, Inc. (the "Company") consummated a public offering (the "Public Offering") of 6,250,000 shares of common stock, par value $0.0001 per share ("Common Stock"). The Common Stock was sold at a public offering price of $1.60 per share less the underwriting discount, generating gross proceeds to the Company of $10.0 million before deducting underwriting discounts, commissions and offering expenses. In connection with the Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase up to 937,500 additional shares of Common Stock at the public offering price, less the underwriting discount. On June 28, 2024, the underwriters fully exercised the over-allotment option, generating additional gross proceeds of $1.5 million to the Company before deducting underwriting discounts, commissions and offering expenses. In connection with the Public Offering, the Company entered into an underwriting agreement (the "Underwriting Agreement"), the form of which was previously filed as exhibit 1.1 to the Company's Registration Statement on Form S-1 (File No. 333-280016) for the Public Offering, initially filed with the U.S. Securities and Exchange Commission (the "Commission") on June 7, 2024, as amended (the "Registration LLC ("Roth"), as representative of the several underwriters named therein (the "Representative"). The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. Private Placement On June 27, 2024, the Company entered into a placement agency agreement (the "Placement Agreement"

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 relating to the Private Placement, the Placement Shares and the Pre-Funded Warrants is incorporated by reference herein.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 1, 2024, in connection with the closing of the Private Placement and in accordance with the Purchase Agreement, Board unanimously voted to increase the size of the Board from six to seven directors, and to appoint Mr. Daniel M. Friedberg to fill the newly created Board position, to serve until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. Mr. Friedberg was appointed to the Board and its compensation committee, nominating and corporate governance committee, and newly created finance committee as part of the agreements reached with the Purchaser in the Private Placement. Daniel M. Friedberg, 62, has served as Managing Member of 325 Capital, a private equity investment firm, since its founding in May 2016 and as the Chief Executive Officer of Hampstead Park Capital Management LLC, a private equity investment firm, since its founding in May 2016. Previously, Mr. Friedberg was Chief Executive Officer and Managing Partner of Sagard Capital Partners L.P., a private equity investment firm, from its founding in January 2005 until May 2016. Prior to that, Mr. Friedberg served as Vice President of Power Corporation of Canada, a diversified international management holding company, from January 2005 to May 2016. Mr. Friedberg has also served as a Partner and Consultant with Bain & Company, a global strategy management consulting company, from 1997 to 2005 and 1987 to 1991, respectively. Mr. Friedberg has served as Chairman of the Board of Directors of Quest Resource Holding Corp. (Nasdaq: QRHC), a national provider of waste and recycling services, since April 2019, and as a member of the Board of Directors of Roth CH Acquisition IV Co. (Nasdaq: ROCG), a publicly-traded special purpose acquisition company, since August 2021 and Roth CH Acquisition III

01 Other Events

Item 8.01 Other Events. On June 27, 2024, the Company issued a press release announcing the pricing of the Public Offering and the commencement of the Private Placement. On July 1, 2024, the Company issued a press release announcing the closing of the Public Offering and Private Placement. Copies of the press releases are attached hereto as Exhibits 99.1, and 99.2 and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 27, 2024, by and between the Company and Roth Capital Partners, LLC, as representative of the several underwriters 1.2 Placement Agency Agreement, dated June 27, 2024, by and between the Company and Roth Capital Partners, LLC 4.1 Form of Pre-Funded Warrant 9.1 Voting Agreement, dated July 1, 2024, by and between the Company and the stockholders listed therein 10.1 Securities Purchase Agreement, dated June 27, 2024, by and between the Company and 325 Capital, LLC 10.2 Registration Rights Agreement, dated July 1, 2024, by and between the Company and 325 Capital, LLC 99.1 Press Release dated June 27, 2024 99.2 Press Release dated July 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MULTISENSOR AI HOLDINGS, INC. Date: July 1, 2024 By: /s/ Peter Baird Peter Baird Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR