UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
| Item 8.01 | Other Events |
As previously disclosed, on December 19, 2023, the MultiSensor AI Holdings, Inc. (the “Company”) issued certain convertible notes with an aggregate principal balance of $6.805 million (the “Notes”), of which $6.555 million of such Notes have previously elected to be converted into shares of the Company’s common stock (“Common Stock”). On May 10, 2024, the Company entered into an agreement with a certain Note holder with an aggregate principal balance of $250,000 (the “Amended Note”) in order to amend the conversion price of the principal amount of the Amended Note to $5.00 per share of Common Stock, and to amend the conversion price of the interest amount of the Amended Note to $10.00 per share of Common Stock (the “Note Amendment”). In connection with the Note Amendment, the holder of the Amended Note elected to convert the Amended Note into shares of Common Stock effective as of May 10, 2024. On May 10, 2024, the Company issued 50,882 shares of Common Stock pursuant to conversion of the Amended Note.
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit |
Description | |
| 10.1 | Form of Note Amendment | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| MultiSensor AI Holdings, Inc. | ||
| Date: May 10, 2024 | By: | /s/ Peter Baird |
| Name: | Peter Baird | |
| Title: | Chief Financial Officer | |