Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2024

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of
incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer
Identification No.)

2105 West Cardinal Drive Beaumont, Texas	77705
(Address of principal executive offices)	(Zip Code)

(866) 861-0788

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Financial Condition.

On August 14, 2024, MultiSensor AI Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarterly period ended June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company’s earnings release attached hereto as Exhibit 99.1 included information regarding the Company’s annual recurring revenue for the second quarter of 2024 compared to the same prior year period. The Company uses annual recurring revenue, defined as annualized current software and services revenue under contract for one year or longer, as a key performance indicator and operational measure of company performance. Not all companies or analysts may calculate similarly a titled measure in the same manner.

The information in this Current Report on Form 8-K (including Exhibit 99.1 hereto) 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 the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release issued by MultiSensor AI Holdings, Inc., dated August 14, 2024

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MultiSensor AI Holdings, Inc.

Date: August 19, 2024	By:	/s/ Peter Baird
	Name:	Peter Baird
	Title:	Chief Financial Officer

Exhibit 99.1

MultiSensor AI Announces Second Quarter 2024 Results

Second quarter revenue grew 59% as the Company continues to scale operations

Recent capital raise and debt conversion represent meaningful inflection points, strengthening the Company’s balance sheet and financial flexibility

Houston, TX, August 14, 2024 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI), a pioneer in AI-powered industrial condition-based maintenance and process control solutions, announced results for the second quarter ended June 30, 2024.

Financial Highlights:

	·	First half of 2024 revenue increased 90% year over year from $2.3 million to $4.4 million; Q2 revenue increased 59% year over year from $1.3 million to $2.1 million.
	·	Annual recurring revenue^[1] at the end of the period increased approximately 500% from approximately $450 thousand to $2.7 million.
	·	Subsequent to quarter end, the Company raised $26.5 million through a combination of a $11.5 million public offering and a $15 million private placement.
	·	During the quarter, MSAI completed the conversion of all remaining convertible notes and other debt to equity.
	·	Subsequent to quarter end, the Company strengthened its balance sheet by improving net working capital, decreasing current liabilities, and increasing liquidity.

Strategic Business Highlights:

	·	MSAI demonstrated compliance with NASDAQ listing requirements as a result of significantly strengthening its shareholders equity.
	·	Announced strategic channel partner relationship with Denali Advanced Integration which will make it easier for Denali’s customers to purchase MSAI’s multi-sensor solutions.
	·	MSAI launched its Inspections business, expanding service offerings to include additional sensor modalities and services to meet the needs of enterprise customers.

David Gow, MultiSensor AI’s Chair, commented: “I am pleased with the recent milestones and financial strength of the business as MSAI continues to mature as a public company. We continue to position the Company for sustained growth and to expand our presence within our existing customer base. We continue to implement our commercial strategy, highlighted by the launch of our Inspections business and our strategic channel partnership with Denali Advanced Integration. These successes demonstrate the Company’s commitment to continue scaling our offerings while expanding within current and new blue-chip customers. We expect these efforts to support ARR growth and momentum during the second half of 2024 and into our bright future.”

¹ Non-GAAP measure, defined as annualized current software and services revenue under contract for one year or longer.

Mr. Gow continued, “Subsequent to quarter end, we closed on a combined $26.5 million in public and private equity offerings. We are focused on maintaining a conservative balance sheet and financial flexibility, as well as the overall free float. The recent capital raise is a testament to investors’ belief in the direction of the Company, and the ability of the management team to sustain this strategic momentum as we deliver value to our stakeholders. Further, we have significantly strengthened our balance sheet and our overall financial flexibility by effectively eliminating our future debt obligations of $7.05 million by converting them to equity. This eliminates future liabilities and potential capital requirements associated with servicing the debt.”

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 provides turnkey condition-based maintenance and process control solutions, which combine cutting edge imaging and sensing technologies with AI-powered enterprise software. Powered by AWS, MSAI's software leverages a continuous stream of data from thermal imaging, visible imaging, acoustic imaging, vibration sensing, and laser sensing devices to provide comprehensive, real-time condition monitoring for a customer's critical assets, processes, and manufactured outputs. This full-stack solution measures heat, vision, vibration, and gas in the surrounding environment, helping companies gain predictive insights to better manage their asset reliability and manufacturing processes. MSAI Cloud and MSAI Edge software solutions are deployed by customers to protect critical assets across a wide range of industries including distribution & logistics, manufacturing, utilities, and oil & gas.

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 "will," "believe," "anticipate," "expect," "estimate," "intend," "plan," 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 its financial outlook, strategic priorities and objectives, future plans, business prospects and financial performance. 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 Factors" section of the Company's Annual Report on Form 10-Q filed with the SEC on August 14, 2024 and the Company's other periodic 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.

Media Contact:

MultiSensor AI

Andrew Klobucar

Director of Marketing

andrew.klobucar@multisensorai.com

Investor Contact:

Alpha IR Group

Mike Cummings or Griffin Morris

MSAI@alpha-ir.com

Source: MultiSensor AI, Inc.

MultiSensor AI Holdings, Inc.

Condensed Consolidated Statements of Operations

(Amounts in thousands of U.S. dollars, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Revenue, net	$	2,125		$	1,337		$	4,400		$	2,317
Cost of goods sold (exclusive of depreciation)		538			1,945			1,941			2,410
Operating expenses:
Selling, general and administrative		2,810			2,246			5,974			5,670
Share-based compensation expense		3,326			86			3,326			173
Depreciation		298			221			571			401
Total operating expenses		6,434			2,553			9,871			6,244
Operating loss		(4,847	)		(3,161	)		(7,412	)		(6,337	)
Interest expense		60			16			63			45
Interest expense, related parties		-			11			-			32
Loss (gain) in fair value of convertible notes		-			(146	)		475			(433	)
Gain in fair value of warrants liabilities		(9	)		-			(38	)		-
Loss on Financing Transaction		505			-			1,381			-
Tariff refund		-			(2,401	)		-			(2,401	)
Other (income) expenses, net		978			-			978			(17	)
Loss before income taxes		(6,381	)		(641	)		(10,272	)		(3,563	)
Income tax expense (benefit)		12			12			44			(3	)
Net loss	$	(6,393	)	$	(653	)	$	(10,316	)	$	(3,560	)
Weighted-average shares outstanding, basic and diluted
Basic		13,681,678			539,271			12,824,577			539,271
Diluted		13,681,678			539,271			12,824,577			539,271
Net loss per share, basic and diluted
Basic		(0.47	)		(1.21	)		(0.80	)		(6.60	)
Diluted		(0.47	)		(1.21	)		(0.80	)		(6.60	)

Cover	Aug. 14, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2024
Entity File Number	001-40916
Entity Registrant Name	MultiSensor AI Holdings, Inc.
Entity Central Index Key	0001863990
Entity Tax Identification Number	86-3938682
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2105 West Cardinal Drive
Entity Address, City or Town	Beaumont
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77705
City Area Code	866
Local Phone Number	861-0788
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock 0. 0001 Par Value Per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	MSAI
Security Exchange Name	NASDAQ
Warrants To Purchase Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase common stock
Trading Symbol	MSAIW
Security Exchange Name	NASDAQ