Other Information
−Removed: During the three months ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement ” or “non-Rule 10b5-1 trading arrangement ,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the three months ended March 31, 2026, no director or “officer” (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
Incorporated by Reference
6 unchanged sentences
Second Amended and Restated Certificate of Incorporation MultiSensor AI Holdings, Inc.
−Removed: , as amended through February 12, 2024
+Added: , as amended through April 8, 2026.
Second Amended and Restated Bylaws of MultiSensor AI Holdings, Inc.
Certificate of Designations of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series A Convertible Preferred Stock.
−Removed: Form of Warrant .
−Removed: Form of Pre-Funded Warrant .
−Removed: Form of Voting Agreement, by and among MultiSensor AI Holdings, Inc.
−Removed: and certain stockholders, dated October 30, 2025.
−Removed: PSU Cancellation and Release Agreement, by and between MultiSensor AI Holdings, Inc.
−Removed: and Robert Nadolny, dated September 26, 2025.
−Removed: First Amendment to Amended and Restated Employment Agreement, by and between MultiSensor AI Holdings, Inc.
−Removed: and Robert Nadolny, dated September 29, 2025.
−Removed: Placement Agency Agreement, by and between the Company and Roth Capital Partners, LLC, dated October 24, 2025.
−Removed: Form of Securities Purchase Agreement by and among MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 24, 2025.
−Removed: Form of Registration Rights Agreement, by and between MultiSensor AI Holdings, Inc., 325 Capital LLC and certain other investors, dated October 30, 2025.
−Removed: Form of Common Stock Purchase Agreement, by and between MultiSensor AI Holdings, Inc.
−Removed: and certain investors, dated as of November 4, 2025.
−Removed: F orm of Amendment No.1 to Securities Purchase Agreement, dated November 4, 2025.
+Added: Warrant Agreement, dated as of October 18, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent.
+Added: Form of Financing Warrant
+Added: Form of PIPE Warrant.
+Added: At Market Issuance Sales Agreement, dated March 13, 2026, by and between MultiSensor AI Holdings, Inc.
+Added: and Roth Capital Partners, LLC and H.C.
+Added: Wainwright & Co., LLC.
+Added: Form of Amendment No.
+Added: 2 to Securities Purchase Agreement, dated March 12, 2026.
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
14 unchanged sentences
MultiSensor AI Holdings, Inc.
−Removed: November 13, 2025
/s/ Asim Akram
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 13, 2025
/s/ Robert Nadolny
4 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.