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Investing.com -- Multisensor AI Holdings Inc. (NASDAQ:MSAI) stock surged 33.3% in premarket trading Friday after the company announced it had entered into a $14 million private placement agreement with 325 Capital and other accredited investors.
The deal, disclosed in a regulatory filing, involves the sale of 34.2 million shares of common stock priced at $0.409 per share, along with warrants to purchase up to 68.5 million additional shares at the same exercise price. The initial closing occurred on October 30, with the company issuing nearly 7 million shares and warrants for 13.9 million shares, generating gross proceeds of $2.85 million.
The remaining shares and warrants are subject to stockholder approval, with funds already placed in escrow. The company must file a proxy statement within 15 days of the initial closing and hold a special stockholder meeting to obtain approval by February 28, 2026, or refund the escrowed amounts.
Roth Capital Partners is serving as the exclusive placement agent for the transaction, receiving a 5% fee on gross proceeds. The company plans to use the net proceeds for working capital and general corporate purposes.
The warrants have a seven-year term and include full ratchet antidilution protection, though the exercise price cannot fall below $0.14944 per share. Both the stock purchase and warrants contain provisions limiting investors’ ownership to no more than 49.5% of outstanding shares.
Daniel M. Friedberg, a managing member of 325 Capital, currently serves on Multisensor AI’s board of directors. The company has secured voting agreements from stockholders representing over 36.5% of outstanding shares to support the transaction.
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