MultiSensor AI prices 6.25M shares at $1.60 in public offering

MultiSensor AI Holdings announced the pricing of a firm commitment public offering of 6,250,000 shares of its common stock at a public offering price of $1.60 per share. The gross proceeds of the offering are expected to be approximately $10M before deducting underwriting discounts, commissions and offering expenses. The offering is expected to close on July 1, 2024, subject to satisfaction of customary closing conditions. In addition, the Company has granted the underwriters a 45-day option to purchase up to 937,500 additional shares of common stock at the public offering price less the underwriting discount to cover over-allotments, if any. If this option is exercised in full, the gross proceeds of the offering would be approximately $11.5M before deducting underwriting discounts, commissions and offering expenses. The Company intends to use the net proceeds from the public offering for general corporate purposes, to increase its capitalization and financial flexibility, to create a public market for its common stock, and enable access to the public equity markets for the Company and its stockholders. Roth Capital Partners is acting as the sole book-running manager and Sanders Morris is acting as co-manager of the public offering. Concurrent with the public offering, the Company entered into a securities purchase agreement with 325 Capital relating to the private offer and sale of approximately 2,772,561 shares of its common stock at an offering price of $1.60 and pre-funded warrants to purchase 6,602,439 shares of common stock at an exercise price of $0.0001 per pre-funded warrants, at an offering price of $1.5999 per pre-funded warrant. The pre-funded warrants are not exercisable unless and until approved by the Company’s shareholders. The offer and sale of the shares and pre-funded warrants have not be registered under the Securities Act of 1933, as amended. The gross proceeds of the private offering will be approximately $15M before deducting placement agent fees and other estimated offering expenses payable by the Company. The closing of the private offering is expected to take place concurrently with the closing of the public offering on July 1, 2024, subject to satisfaction of customary closing conditions. Roth Capital Partners acted as the sole placement agent for the private offering.