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): April 30, 2024

MultiSensor AI Holdings, Inc.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨ 

The information set forth in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

As previously disclosed, on December 19, 2023, MultiSensor AI Holdings, Inc. (the “Company”) issued certain convertible notes with an aggregate principal balance of $6.805 million (the “Notes”), of which Notes with an aggregate principal balance of $6.125 million have previously elected to be converted into shares of the Company’s common stock (“Common Stock”). On April 30, 2024, the Company entered into agreements with certain holders of Notes with an aggregate principal balance of $430,000 (the “Amended Notes”) in order to amend the conversion price of the principal amount of the Amended Notes to $5.00 per share of Common Stock, and to amend the conversion price of the interest amount of the Amended Notes to $10.00 per share of Common Stock (the “Note Amendments”). In connection with the Note Amendments, the holders of the Amended Notes elected to convert the Amended Notes into shares of Common Stock effective as of April 30, 2024. On April 30, 2024, the Company issued 87,411 shares of Common Stock pursuant to conversion of the Amended Notes.

Following the conversion of the Amended Notes, the Company has $250,000 of Notes which remain outstanding as of April 30, 2024.

Such description is qualified in its entirety by the full text of the Form of Note Amendment, which is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

 (d) Exhibits.

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.