MultiSensor AI Holdings, Inc. Announces Pricing of $14 Million Private Placement

Houston, Texas--(Newsfile Corp. - October 24, 2025) - MultiSensor AI Holdings, Inc. (NASDAQ: MSAI) ("MSAI," "we," "our" or the "Company"), a pioneer in AI-powered industrial condition-based maintenance and process control solutions, today announced that it has executed a securities purchase agreement to raise gross proceeds of approximately $14 million, before deducting placement agent fees and offering expenses, in a private placement of common stock and warrants anchored by 325 Capital, LLC and including other existing and new investors. The initial closing of the offering, representing gross proceeds of approximately $2.8 million, is expected to close on October 27, 2025, subject to satisfaction of customary closing conditions. The balance of the offering is expected to close in December 2025, subject to receipt of requisite stockholder approval.

The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes, including driving strategic growth initiatives and continuing to advance the development of the MSAI Connect platform.

"The reaffirmed commitment from our investors reinforces our strategic vision and validates the progress we continue to make," said Asim Akram, Chief Executive Officer and President. "We remain focused on disciplined execution, operational excellence, and delivering sustainable long-term value for our shareholders."

Roth Capital Partners, LLC is acting as the sole placement agent in the offering.

The securities purchase agreement provides for the private offer and sale of an aggregate of 34,229,829 shares of the Company's common stock and warrants to purchase an aggregate of 68,459,658 shares of common stock or common stock equivalents at an offering price of $0.409 per share and accompanying warrants. The warrants are not exercisable unless and until approved by the Company's stockholders and have a seven-year term and an exercise price of $0.409 per share of common stock or common stock equivalent, subject to adjustment following a reverse stock split.

The common stock, along with the accompanying warrants, are being offered and sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Accordingly, the common stock, warrants and underlying shares of common stock and common stock equivalents may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issuable in the private placement as well as the shares of common stock and common stock equivalents issuable upon exercise of the warrants issued in connection with the private placement.

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