On July 1, 2024, MultiSensor AI Holdings, Inc. (MSAI) issued and sold 2,772,561 shares of common stock (PIPE Shares) and pre-funded warrants to purchase up to 6,602,439 shares of common stock (Pre-Funded Warrants) to certain accredited investors (Selling Securityholders) in a private placement. The transaction was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, for an aggregate purchase price of $15 million. The Pre-Funded Warrants are not exercisable unless approved by the company's shareholders. The Selling Securityholders, including any additional selling stockholder listed in a prospectus supplement, may offer and sell the shares from time to time. The proceeds from the sale of the shares by the Selling Securityholders will be the purchase price of the securities less any discounts and commissions borne by the Selling Securityholders. MSAI will not receive any proceeds from the sale of the shares. The company has agreed to indemnify the Selling Securityholders against certain losses and liabilities, including those under the Securities Act.

On July 1, 2024, MultiSensor AI Holdings, Inc. (MSAI) issued and sold 2,772,561 shares of common stock (PIPE Shares) and pre-funded warrants to purchase up to 6,602,439 shares of common stock (Pre-Funded Warrants) to certain accredited investors (Selling Securityholders) in a private placement. The transaction was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, for an aggregate purchase price of $15 million. The Pre-Funded Warrants are not exercisable unless approved by the company's shareholders. The Selling Securityholders, including any additional selling stockholder listed in a prospectus supplement, may offer and sell the shares from time to time. The proceeds from the sale of the shares by the Selling Securityholders will be the purchase price of the securities less any discounts and commissions borne by the Selling Securityholders. MSAI will not receive any proceeds from the sale of the shares. The company has agreed to indemnify the Selling Securityholders against certain losses and liabilities, including those under the Securities Act.