ScanTech AI Systems Inc. Announces Nasdaq Delisting Determination, Pending Trading Suspension, and Intent to Seek OTCQB Quotation

ScanTech AI (Nasdaq: STAI) disclosed that Nasdaq's Hearing Panel denied its request for continued Nasdaq Global Market listing, citing non-compliance with periodic filing and minimum market value rules.

Rhea-AI Summary

ScanTech AI (Nasdaq: STAI) disclosed that Nasdaq's Hearing Panel denied its request for continued Nasdaq Global Market listing, citing non-compliance with periodic filing and minimum market value rules. Nasdaq notified the company that trading is scheduled to be suspended at the open on Feb 10, 2026 unless further action is taken.

ScanTech AI has a 180-day compliance period through Aug 3, 2026 to regain the $15 million MVPHS threshold for ten consecutive business days, may seek review within 15 days, and intends to pursue OTCQB quotation while evaluating options.

Positive

• Company has a 180-day compliance period through Aug 3, 2026 to regain listing
• Company intends to request review and pursue available appeal options within 15 days
• Company plans to apply for OTCQB quotation to maintain market visibility

Negative

• Nasdaq Hearing Panel denied continued listing for non-compliance with filing and MVPHS rules
• Trading on the Nasdaq Global Market is scheduled to be suspended at open Feb 10, 2026 unless action reverses decision
• Company failed to meet the $15 million MVPHS minimum for the 30 business days ended Feb 3, 2026

Argus Feb 10 session

-45.84% close to close Open Argus

Details

News Market Reaction – STAI

On Feb 10, the first trading day after this news, STAI closed 45.84% below the previous close.

Data tracked by StockTitan Argus for the Feb 10 session.

Key Figures

MVPHS minimum: $15,000,000 Compliance window: 180 days Review request period: 15 days +5 more

MVPHS minimum

$15,000,000

Nasdaq Listing Rule 5450(b)(2)(C) minimum market value of publicly held shares

Compliance window

180 days

Period through <b>August 3, 2026</b> to regain MVPHS compliance

Review request period

15 days

Time from February 6, 2026 Nasdaq Panel decision to request Listing Council review

Trading suspension date

February 10, 2026

Scheduled suspension of Nasdaq Global Market trading absent further action

Q3 2025 revenue

$631,021

Revenue for quarter ended September 30, 2025

9M 2025 revenue

$1,861,045

Revenue for first nine months of 2025

9M 2025 net loss

$34,518,281

Net loss for first nine months of 2025

Q3 2025 cash

$157,646

Cash balance as of September 30, 2025; management noted going-concern doubt

Previous AI Reports

5 past events · Latest: Feb 02

Same Type 5 events

1. Feb 02

   Pilot program launch

   24h Move

   +0.6%

   Announced Atlanta pilot to evaluate Sentinel AI CT Scanner ahead of 2026 FIFA events.

2. Jan 27

   Compliance plan update

   24h Move

   -5.0%

   Management presented Nasdaq re-compliance plan and progress on listing issues.

3. Jan 14

   Compliance regained

   24h Move

   -9.7%

   Regained minimum bid price and other Nasdaq compliance after reverse stock split.

4. Jan 12

   Reporting compliance

   24h Move

   +12.7%

   Regained reporting compliance via Form 10-Q filing and ongoing re-compliance actions.

5. Jan 06

   Listing & restructuring

   24h Move

   +0.5%

   Updated on Nasdaq hearings process, reverse split, and creditor restructuring talks.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

market value of publicly held shares, Nasdaq Listing Rule 5250(c)(1), Nasdaq Hearing Panel, Nasdaq Listing and Hearing Review Council, +2 more

6 terms

market value of publicly held shares financial

"based on Nasdaq’s review of the Company’s market value of publicly held shares (“MVPHS”)"

The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.

Nasdaq Listing Rule 5250(c)(1) regulatory

"non-compliance with Nasdaq Listing Rules 5250(c)(1) (the periodic filing requirement)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

Nasdaq Hearing Panel regulatory

"the Company received a determination letter from the Nasdaq Hearing Panel"

A Nasdaq hearing panel is a group of independent reviewers who decide whether a publicly listed company has broken the exchange’s rules and what penalties, if any, should apply. Think of it like a neighborhood committee that reviews complaints and can impose fines, require fixes, or remove a member; for investors, the panel’s rulings can affect whether a stock keeps trading, faces suspension, or suffers reputational and price impact.

Nasdaq Listing and Hearing Review Council regulatory

"request a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council"

A Nasdaq Listing and Hearing Review Council is an independent appeal panel that examines contested decisions about a company’s eligibility to be listed or removed from the Nasdaq stock market. Think of it as a referee review for listing rulings: it gives companies a second look and investors transparency around whether a stock stays tradable on that exchange, which can affect a company’s visibility, liquidity, and investor confidence.

OTCQB Venture Market regulatory

"the Company intends to apply for its common stock to be quoted on the OTCQB Venture Market"

The OTCQB Venture Market is a tier of the over‑the‑counter (OTC) trading platform that groups early‑stage, smaller companies that do not meet the stricter requirements of higher OTC tiers. It gives investors a way to buy and sell shares in these higher‑risk, less mature firms with generally lower reporting and transparency standards; think of it as a marketplace’s “starter lane” where potential is available but uncertainty and volatility are higher, so investors should expect greater risk and do extra homework.

Section 3(a)(9) exemption regulatory

"issuance relies on the Section 3(a)(9) exemption under the Securities Act"

Section 3(a)(9) exemption is a narrow Securities Act rule that lets companies issue new shares in direct exchange for an investor’s existing securities without registering those new shares with federal regulators, provided the swap is part of a straightforward conversion or reorganization and does not involve a public offering. For investors this matters because it speeds corporate restructurings and reduces paperwork and disclosure requirements, but it can also affect how quickly or transparently newly issued shares become tradable — think of it like swapping items between two parties without needing a public sales permit.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Atlanta, GA, Feb. 09, 2026 (GLOBE NEWSWIRE) -- ScanTech AI Systems Inc. (the "Company" or "ScanTech AI") (Nasdaq: STAI),  a developer of advanced AI-powered security screening and imaging technologies, today provided an update regarding recent correspondence received from The Nasdaq Stock Market LLC (“Nasdaq”) related to the Company’s continued listing status.

On February 4, 2026, the Company received a deficiency notice from Nasdaq’s Listing Qualifications Department indicating that, based on Nasdaq’s review of the Company’s market value of publicly held shares (“MVPHS”) for the 30 consecutive business days ended February 3, 2026, the Company did not meet the minimum MVPHS requirement of $15 million under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with Nasdaq rules, the Company has a 180-day compliance period, through August 3, 2026, to regain compliance. Compliance may be achieved if the Company’s MVPHS closes at or above $15 million for a minimum of ten consecutive business days during this period.

Separately, on February 6, 2026, the Company received a determination letter from the Nasdaq Hearing Panel denying the Company’s request for continued listing on the Nasdaq Global Market. The Panel’s decision, which followed a hearing held on January 22, 2026, cited non-compliance with Nasdaq Listing Rules 5250(c)(1) (the periodic filing requirement) and 5450(b)(2)(A) (the minimum market value of listed securities requirement). As a result of this determination, Nasdaq has notified the Company that trading of its securities on the Nasdaq Global Market is scheduled to be suspended at the open of trading on February 10, 2026, unless further action is taken.

Under Nasdaq rules, the Company has fifteen (15) days from receipt of the determination letter to request a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council. The Company is currently evaluating and intends to pursue available options, including submitting a request for review. If the Listing Council elects to review the matter, it may affirm, modify, reverse, dismiss, or remand the Panel’s decision.

In parallel, the Company intends to apply for its common stock to be quoted on the OTCQB Venture Market. There can be no assurance that the Company will meet all eligibility requirements or that OTC Markets Group, Inc. will approve the application.

ScanTech AI remains focused on executing its operational strategy, advancing customer engagements, and strengthening its financial and compliance posture. The Company will continue to keep shareholders informed as developments occur.

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 the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, plans, intentions, strategies, and prospects with respect to the Nasdaq delisting process, the suspension of trading of the Company’s securities on The Nasdaq Global Market, any request for review by the Nasdaq Listing and Hearing Review Council and the timing and outcome thereof, the Company’s ability to obtain quotation of its common stock on the OTCQB Venture Market or any other trading market, and the Company’s future operations, liquidity, capital resources, and compliance efforts following any delisting.

Words such as “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” “seek,” “goal,” “target,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements are based on the Company’s current expectations and assumptions as of the date of this press release and are subject to a number of risks, uncertainties, and assumptions, many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied by forward-looking statements due to factors including, but not limited to, the risk that the Company is unable to successfully obtain review or relief from the Nasdaq delisting determination, the suspension or termination of trading of the Company’s securities on Nasdaq, the Company’s inability to meet the eligibility requirements for quotation on the OTCQB or any other trading market, reduced liquidity and trading volume of the Company’s securities following any delisting, volatility in the market price of the Company’s common stock, the Company’s ability to continue as a going concern, and general market, economic, capital markets, and liquidity conditions.

Additional risks and uncertainties are described under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as in the Company’s Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.

Media Contact 

ScanTech AI Systems Inc.
D. Williams Sr., Senior VP Sales, Business Development & Investor Relations
dwilliams@scantechais.com

Investor & Media Relations Contact:

International Elite Capital Inc.
Annabelle Zhang
+1(646) 866-7928
annabelle@iecapitalusa.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq deny ScanTech AI's continued listing on Nasdaq (STAI)?

Nasdaq's Hearing Panel cited non-compliance with periodic filing and minimum market value rules. According to ScanTech AI, the Panel referenced Nasdaq Listing Rules 5250(c)(1) and 5450(b)(2)(A). The company is evaluating a review and other options to address the determination.

When would trading of ScanTech AI (STAI) be suspended on Nasdaq?

Trading is scheduled to be suspended at the open on February 10, 2026 unless further action is taken. According to ScanTech AI, the suspension follows the Panel's denial and the company may seek a review within 15 days to avoid suspension.

What compliance deadline does ScanTech AI (STAI) have to regain Nasdaq listing?

ScanTech AI has a 180-day compliance period through August 3, 2026 to regain compliance. According to ScanTech AI, compliance requires the company to reach an MVPHS of $15 million for at least ten consecutive business days during that period.

What is ScanTech AI's (STAI) plan if Nasdaq delists the stock?

The company intends to apply for quotation on the OTCQB Venture Market while pursuing review options. According to ScanTech AI, there is no assurance the OTCQB application will be approved and eligibility requirements must be met.

How long does ScanTech AI (STAI) have to request a review of Nasdaq's decision?

ScanTech AI has fifteen days from receipt of the determination letter to request a review by the Nasdaq Listing and Hearing Review Council. According to ScanTech AI, the Council may affirm, modify, reverse, dismiss, or remand the Panel's decision.

What caused ScanTech AI (STAI) to fall below Nasdaq's minimum market value requirement?

Nasdaq found the company did not meet the $15 million MVPHS minimum for the 30 consecutive business days ended February 3, 2026. According to ScanTech AI, that shortfall triggered the deficiency notice and subsequent listing actions by Nasdaq.