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 23, 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)
N/A
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 23, 2024, MultiSensor AI Holdings, Inc. (the “Company”) held its 2024 Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, a total of 12,830,792 shares of common stock were present by remote communication or represented by proxy at the meeting, representing approximately 54.05% of the Company’s outstanding common stock as of the August 1, 2024 record date. The following are the voting results for the proposal considered and voted upon at the Special Meeting, which was described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 5, 2024.
Proposal - Approval, for purposes of complying with Nasdaq listing Rule 5635(d), of the potential issuance of up to 6,602,439 shares of our common stock upon exercise of our Pre-Funded Warrants that were issued in connection with a private placement on July 1, 2024.
| Votes FOR | | Votes AGAINST | | Votes ABSTAINED | | Broker Non-Votes | |
| 12,763,677 | | 51,214 | | | 15,901 | | 0 | |
Based on the foregoing votes, the proposal was approved.
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 26, 2024 | By: | /s/ Peter Baird |
| | | Peter Baird |
| | | Chief Financial Officer |
