ScanTech AI Announces Receipt of Nasdaq Deficiency Letters

Rhea-AI Summary

ScanTech AI Systems (NASDAQ: STAI) has received two deficiency letters from Nasdaq regarding listing requirements non-compliance. The first letter, received on May 22, 2025, cites failure to file the Q1 2025 Form 10-Q on time. The company has 60 days to submit a compliance plan and could receive up to 180 days (until November 17, 2025) to file the report if Nasdaq accepts the plan. The second letter, dated May 27, 2025, addresses non-compliance with the minimum market value requirement of $50 million. STAI has until November 24, 2025, to regain compliance by maintaining a $50 million market value for at least 10 consecutive business days. Alternatively, the company may transfer its listing to the Nasdaq Capital Market if it meets that exchange's requirements.

Positive

• Company has 180 days to regain compliance with market value requirements
• Option available to transfer listing to Nasdaq Capital Market
• No immediate effect on current Nasdaq Global Market listing

Negative

• Failure to file Q1 2025 Form 10-Q on time
• Market value fallen below required $50 million minimum
• Risk of potential delisting if compliance is not achieved
• Multiple concurrent listing requirement violations

Insights

Securities Compliance Specialist

ScanTech AI faces Nasdaq delisting risks due to missed financial filing and insufficient market value, with remediation deadlines approaching.

ScanTech AI has received two serious Nasdaq deficiency notices that threaten its continued listing on the Nasdaq Global Market. The first deficiency relates to the company's failure to file its Q1 2025 quarterly report on time, violating Nasdaq Rule 5250(c)(1). While this doesn't immediately affect their listing, the company has a 60-day window to submit a compliance plan, with potential extension to November 17, 2025 if Nasdaq accepts their plan.

More concerning is the second deficiency notice regarding market capitalization. ScanTech's market value has fallen below the $50 million threshold required by Nasdaq Rule 5450(b)(2)(A). The company has until November 24, 2025 to remedy this situation, which would require their market value to exceed $50 million for at least 10 consecutive business days.

These deficiencies represent significant regulatory challenges. The delayed quarterly filing raises questions about potential underlying financial or operational issues that prevented timely reporting. Meanwhile, the market value deficiency reflects a substantial decline in investor confidence and equity value.

The company does have a potential fallback option - transferring from the more prestigious Nasdaq Global Market to the Nasdaq Capital Market, which has lower listing requirements. However, such a downgrade would likely further impact investor perception and could restrict access to certain institutional investors who can only invest in securities listed on major exchanges.

Atlanta, GA, May 29, 2025 (GLOBE NEWSWIRE) -- ScanTech AI Systems Inc. (the "Company" or "ScanTech AI") (Nasdaq: STAI),  a leading innovator in advanced security screening technologies, today announced that the Company received two letters from Nasdaq Listing Qualifications of The Nasdaq Stock Market LLC (“Nasdaq”), related to non-compliance with certain listing requirements. Neither notice has an immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market.

On May 22, 2025, the Company received a letter from Nasdaq stating that the Company is not in compliance with the requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Quarterly Report”). The notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market.

The notice stated that the Company has 60 calendar days to submit a plan to regain compliance. The Company intends to file the Quarterly Report as soon as practicable and, if necessary, submit a plan to Nasdaq to regain compliance. If the Company has to submit a plan and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s due date, or until November 17, 2025, to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On May 27, 2025, the Company received an additional letter from Nasdaq stating that the Company is not in compliance with the requirements of Nasdaq Listing Rule 5450(b)(2)(A) to maintain a minimum market value of listed securities of at least $50 million, assessed over the preceding 30 consecutive business days.

The notice stated that the Company has 180 calendar days, or until November 24, 2025, to submit a plan to regain compliance. To regain compliance, its market value of listed securities must hold a value of $50 million for at least 10 consecutive business days. However, the Company may elect to transfer its listing to The Nasdaq Capital Market, provided it satisfies the continued listing requirements of that exchange.

About ScanTech AI

ScanTech AI Systems Inc. (Nasdaq: STAI) has developed one of the world’s most advanced non-intrusive ‘fixed-gantry’ CT screening technologies. Utilizing proprietary artificial intelligence and machine learning capabilities, ScanTech AI’s state-of-the-art scanners accurately and quickly detect hazardous materials and contraband. Engineered to automatically locate, discriminate, and identify threat materials and items of interest, ScanTech AI’s solutions are designed for use in airports, seaports, borders, embassies, corporate headquarters, government and commercial buildings, factories, processing plants, and other facilities where security is a priority.

For more information, visit www.scantechais.com and investor.scantechais.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding ScanTech AI’s management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including Nasdaq compliance or noncompliance, possible business combinations, revenue growth and financial performance, product expansion and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Additionally, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on the current expectations and beliefs made by the management of ScanTech AI, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on ScanTech AI, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting ScanTech AI will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including product and service acceptance, regulatory oversights, research and development success, and that ScanTech AI will have sufficient capital to operate as anticipated. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of ScanTech AI prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the filings of ScanTech AI (and its predecessor, Mars) with the U.S. Securities and Exchange Commission (the “SEC”), and in the current and periodic reports filed or furnished by ScanTech AI (and its predecessor, Mars) from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on the information available to ScanTech AI as of the date hereof, and ScanTech AI assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may otherwise be required under applicable securities laws.

Contact:
ScanTech AI Systems Inc.
James White, CFO
jwhite@scantechibs.com

Investor & Media Relations Contact:
International Elite Capital Inc. 
Annabelle Zhang 
+1(646) 866-7928 
annabelle@iecapitalusa.com

FAQ

Why did STAI receive Nasdaq deficiency notices in May 2025?

STAI received two notices: one for failing to file its Q1 2025 10-Q report on time, and another for falling below the $50 million minimum market value requirement.

What is the deadline for STAI to regain Nasdaq compliance?

STAI has until November 17, 2025, to file its Q1 report (if plan accepted) and until November 24, 2025, to meet the $50 million market value requirement.

What happens if STAI fails to meet Nasdaq's requirements?

If STAI fails to meet requirements, it could face delisting from Nasdaq Global Market, though it has the option to transfer to Nasdaq Capital Market if it meets that exchange's criteria.

How can STAI regain compliance with Nasdaq's market value requirement?

STAI must maintain a market value of listed securities of at least $50 million for a minimum of 10 consecutive business days before November 24, 2025.

Will STAI be immediately delisted from Nasdaq?

No, the deficiency notices have no immediate effect on STAI's listing on the Nasdaq Global Market while the company works to regain compliance.