Form 8-K

8-K — MultiSensor AI Holdings, Inc.

Accession: 0001104659-26-095901

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001863990

SIC: 3827 (OPTICAL INSTRUMENTS & LENSES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — msai-20260813x8k.htm (Primary)

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8-K

8-K (Primary)

Filename: msai-20260813x8k.htm · Sequence: 1

MultiSensor AI Holdings, Inc._August 13, 2026

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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 13, 2026

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

incorporation)

Identification No.)

Delaware

(State or other jurisdiction of

incorporation)

001-40916

(Commission File Number)

86-3938682

(I.R.S. Employer

Identification No.)

24 Greenway Plaza Suite 1800

Houston, Texas

(Address of principal executive offices)

77046

(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 ☒

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 2.02Results of Operations and Financial Condition.

On August 13, 2026, MultiSensor AI Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2026. 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, 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 7.01Regulation FD Disclosure.

As disclosed in the press release, the Company has posted an updated investor presentation to the Investor Relations section of the Company’s website, www.multisensorai.com. From time to time, the Company may post additional important information, including updated investor presentations, news releases, announcements and other statements about its business on the Investor Relations section of the Company’s website, www.multisensorai.com, and on the Company’s LinkedIn page at www.linkedin.com/company/multisensorai, as a means for complying with the Company’s disclosure obligations under Regulation FD. Investors should monitor the Investor Relations section of the Company’s website and the Company’s social media channels, including its LinkedIn page, in addition to following the Company’s press releases, filings with the Securities and Exchange Commission (the “SEC”), and any public conference calls and webcasts. The Company’s website and LinkedIn page addresses are included in this Current Report on Form 8-K as inactive textual references only; information contained on, or accessible through, the Company’s website or LinkedIn page is not incorporated by reference into this Current Report on Form 8-K.

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of 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 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.

Forward-Looking Statements

The information posted to the Company’s website, including press releases and investor presentations, and the Company’s social media channels may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, 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,” “could,” “estimate,” “expect,” “intend,” “plan,” “will,” “would” or their negatives or variations of these words, or similar expressions. All statements contained therein that do not strictly relate to matters of historical fact should be considered forward-looking statements, including, without limitation, management’s expectations regarding 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 those identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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 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.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release of MultiSensor AI Holdings, Inc., dated August 13, 2026 (furnished pursuant to Item 2.02).

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 13, 2026

By:

/s/ Robert Nadolny

Name:

Robert Nadolny

Title:

Chief Financial Officer and Corporate Secretary

EX-99.1

Filename: msai-20260813xex99d1.htm · Sequence: 2

Exhibit 99.1

MultiSensor AI Announces Second Quarter 2026 Results

Houston, TX, August 13, 2026 – MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) (the “Company”, “MultiSensor AI” or “MSAI”) today announced financial results for the second quarter ended June 30, 2026.

Asim Akram, Chief Executive Officer, said, “Industrial customers are moving from reactive maintenance to data-driven operations. They need one platform that combines multiple sensor technologies into actionable intelligence before failures occur. During the quarter, we expanded MSAI Connect with wireless vibration monitoring, giving customers thermal and vibration intelligence in a single workflow and taking another step toward becoming the operating system for industrial asset health.”

Robert Nadolny, Chief Financial Officer, continued, “We are beginning to see the benefits of our efforts over the last year: recurring software subscriptions are growing, and our leaner cost structure is supporting improved operating leverage. With $21.0 million of cash on the balance sheet at quarter end, we are focused on continuing to build our platform and recurring revenue base.”

Financial Highlights:

● Grew second quarter revenue 19% to $1.7 million, an increase of $0.3 million as compared to $1.4 million in the second quarter of 2025.

● Increased software revenue 85% to $0.7 million in the second quarter of 2026, an increase of $0.3 million as compared to $0.4 million in the second quarter of 2025.

● Reduced second quarter net loss 26% to $2.5 million, a decrease of $0.9 million as compared to net loss of $3.3 million in the second quarter of 2025.

● Ended the quarter with $21.0 million of cash and cash equivalents as of June 30, 2026, as compared to $24.4 million as of December 31, 2025.

Strategic Business Highlights:

● A large global distributor renewed its subscriptions for another year and issued purchase orders for our first rollout at 10 sites in North America, with installations expected to begin during the second half of 2026.

● In June 2026, we expanded the MSAI Connect platform through integration with Broadsens wireless vibration sensors, enabling customers to monitor both thermal and vibration data from a single interface and strengthening the Company’s multi-sensor platform strategy.

● We presented at The Reliability Conference 2026 and SupplyChainPoint 2026 during the quarter, demonstrating multi-camera thermal monitoring within MSAI Connect.

The Company’s Quarterly Report is filed with the Securities and Exchange Commission (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). More information about the Company and its business, including an updated investor presentation, also is available on the Investor Relations section on MSAI’s website. All share and per share amounts presented have been adjusted retroactively to reflect the 1-for-40 reverse stock split on April 13, 2026.

About MultiSensor AI

MultiSensor AI is a multi-sensor condition intelligence solution for high-throughput and highly automated industrial operations. By unifying thermal, vibration, and visual sensor data in a single solution, MultiSensor AI enables reliability teams to proactively protect uptime, reduce maintenance costs, enhance safety, and extend the useful life of their most critical assets. For more information, visit 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, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, 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,” “could,” “estimate,” “expect,” “intend,” “plan,” “will,” “would” 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, management’s expectations regarding 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 those identified in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, 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:

e-mail: ir@multisensorai.com

website: www.multisensorai.com

Source: MultiSensor AI Holdings, Inc.

MultiSensor AI Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

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

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue, net

1,695

1,419

3,309

2,589

Cost of goods sold (exclusive of depreciation)

919

1,084

1,619

1,560

Operating expenses:

Selling, general and administrative

2,833

2,909

5,822

7,048

Share-based compensation expense

187

423

369

1,330

Depreciation

360

330

712

610

Loss (gain) on asset disposal

(3)

(9)

(18)

(24)

Total operating expenses

3,377

3,653

6,885

8,964

Operating loss

(2,601)

(3,318)

(5,195)

(7,935)

Interest expense (income), net

(142)

(11)

(297)

(15)

Other expense (income), net

(180)

Loss before income taxes

(2,474)

(3,312)

(4,912)

(7,740)

Income tax expense (benefit)

(14)

Net loss

(2,460)

(3,322)

(4,931)

(7,758)

Weighted-average shares outstanding, basic and diluted

Basic

2,069,434

838,785

2,040,995

826,894

Diluted

2,069,434

838,785

2,040,995

826,894

Net loss per share, basic and diluted

Basic

(1.19)

(3.96)

(2.42)

(9.38)

Diluted

(1.19)

(3.96)

(2.42)

(9.38)

MultiSensor AI Holdings, Inc.

Condensed Consolidated Balance Sheets

(unaudited)

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

June 30, 2026

December 31, 2025

Assets

Current assets

Cash and cash equivalents

21,005

24,365

Trade accounts receivable, net of allowance for credit losses of $2 and $17, respectively

3,624

1,670

Inventories, current

3,332

4,020

Other current assets

1,142

826

Total current assets

29,103

30,881

Property, plant and equipment, net

3,759

4,085

Inventories, noncurrent

306

379

Other noncurrent assets

181

129

Total assets

33,349

35,474

Liabilities and shareholders’ equity

Current liabilities

Accounts payable

258

291

Income taxes payable

—

Accrued expense

772

981

Contract liabilities

2,950

1,255

Other current liabilities

121

Total current liabilities

4,046

2,648

Contract liabilities, noncurrent

768

751

Warrants

—

Deferred tax liabilities, net

Total liabilities

4,857

3,442

Commitments and contingencies (Note 13)

Shareholders’ equity

Common stock, $0.0001 par value; 300,000,000 shares authorized as of June 30, 2026 and December 31, 2025, and 2,205,648 and 2,007,613 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively and no shares issued or outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Additional paid-in capital

99,762

98,371

Accumulated deficit

(71,270)

(66,339)

Total shareholders’ equity

28,492

32,032

Total liabilities and shareholders’ equity

33,349

35,474

MultiSensor AI Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(Amounts in thousands of U.S. dollars)

Six Months Ended June 30,

2026

2025

Operating Activities:

Net loss

(4,931)

(7,758)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation

712

610

Non-cash lease activity

—

Bad debt expenses (recoveries)

(1)

Deferred income tax (income) expense

Share-based compensation

369

1,330

Loss (gain) on disposal of equipment

(18)

(24)

Other (income) expenses, net

(25)

—

Increase (decrease) in cash resulting from changes in:

Trade accounts receivable

(1,976)

(52)

Inventories

761

(14)

Other current assets

(366)

204

Other noncurrent assets

(52)

(14)

Trade accounts payable

(49)

245

Income taxes payable

(59)

Contract liabilities

1,695

1,732

Other current liabilities

(62)

(121)

Right of use liabilities

—

(78)

Accrued expenses

(194)

(46)

Contract liabilities, noncurrent

(20)

Net cash provided by (used in) operating activities

(4,080)

(3,980)

Investing Activities:

Capital expenditures

(372)

(929)

Proceeds from sale of equipment

Net cash provided by (used in) investing activities

(352)

(905)

Financing Activities:

Proceeds from issuances of common stock

1,046

4,739

Tax payments associated with equity-based compensation transactions

(24)

(848)

Repayment of Legacy SMAP promissory note

—

(172)

Net cash provided by (used in) financing activities

1,022

3,719

Net increase/(decrease) in cash, cash equivalents, and restricted cash equivalents

(3,410)

(1,166)

Cash, cash equivalents, and restricted cash equivalents beginning of period

24,465

4,508

Cash, cash equivalents, and restricted cash equivalents end of the period

21,055

3,342

Reconciliation of cash, cash equivalents and restricted cash equivalents at end of period:

Cash and cash equivalents

21,005

3,192

Restricted cash equivalents included in other current assets

150

Cash, cash equivalents, and restricted cash equivalents end of the period

21,055

3,342

Supplemental cash flow information:

Interest paid

—

Income tax paid, net of refunds received

110

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Aug. 13, 2026

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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