ScanTech AI Systems Inc. Announces Receipt of Staff Delisting Determination from Nasdaq

ScanTech AI Systems (Nasdaq: STAI) announced receipt of a Nasdaq staff delisting determination dated November 26, 2025, citing failure to meet the $50.0M MVLS requirement and delinquent periodic reports.

Rhea-AI Summary

ScanTech AI Systems (Nasdaq: STAI) announced receipt of a Nasdaq staff delisting determination dated November 26, 2025, citing failure to meet the $50.0M MVLS requirement and delinquent periodic reports.

The company requested a hearing by December 3, 2025, paid the fee, filed amended 10-Q/A reports for March and June 2025, is preparing the September 30, 2025 10-Q, and applied on November 6, 2025 to transfer to the Nasdaq Capital Market (MVLS $35.0M). Trading suspension could occur at market open on December 5, 2025 absent relief.

Positive

• Requested a Nasdaq hearing and paid the associated fee
• Filed amended 10-Q/A for March 31, 2025
• Filed amended and reviewed 10-Q/A for June 30, 2025
• Applied to transfer listing to Nasdaq Capital Market on November 6, 2025

Negative

• Market value below the $50.0M MVLS requirement as of May 27, 2025
• Did not regain MVLS compliance by November 23, 2025
• Delinquent Form 10-Qs for June 30, 2025 and September 30, 2025
• Eligible trading suspension at open on December 5, 2025 absent relief

Argus Dec 3 session

-38.44% close to close Open Argus

Details

News Market Reaction – STAI

In the Dec 3 session, STAI declined 38.44%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -38.4% in the session following this news. A negative reaction despite the company...

Analysis

The stock dropped -38.4% in the session following this news. A negative reaction despite the company’s stated commitment to regain compliance fits a pattern where regulatory and liquidity concerns weighed heavily. Shares traded at 0.2955, far below the 200-day MA of 0.93 and the 52-week high of 5.20, reflecting pre-existing pressure. Prior news about restatements, default notices, and going-concern language in filings adds context for why delisting risk and late reports could trigger further downside.

Key Figures

MVLS requirement: $50,000,000 Compliance period: 180 days Consecutive days below MVLS: 30 trading days +4 more

MVLS requirement

$50,000,000

Nasdaq Global Market minimum under Listing Rule 5450(b)(2)(A)

Compliance period

180 days

Calendar days allowed to regain MVLS compliance

Consecutive days below MVLS

30 trading days

Period with market value below $50,000,000 threshold

Panel hearing request deadline

December 3, 2025

Last date to request Nasdaq Hearings Panel review

Trading suspension date

December 5, 2025

Potential suspension date absent hearing request

Automatic stay length

15 days

Stay tied to Nasdaq periodic reporting deficiency

Capital Market MVLS

$35 million

Market Value of Listed Securities standard for Nasdaq Capital Market

Historical Context

5 past events · Latest: Dec 10

5 events

1. Dec 10

   Board appointment

   24h Move

   -3.8%

   New independent director added to support audit and compensation oversight.

2. Dec 04

   Nasdaq appeal stay

   24h Move

   +33.4%

   Nasdaq hearing set with automatic stay and progress on late SEC filings.

3. Dec 02

   Nasdaq delisting notice

   24h Move

   -2.4%

   Staff delisting determination citing MVLS and periodic reporting failures.

4. Nov 28

   Restated filings

   24h Move

   +6.6%

   Restated Q1 and reviewed Q2 2025 financials under new independent auditor.

5. Nov 25

   Strategic partnership

   24h Move

   -2.6%

   Partnership with unival group to expand SENTINEL CT deployments across EMEA.

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 listed securities, form 25-nse, nasdaq listing rule 5250(c)(1), form 10-q, +2 more

6 terms

market value of listed securities financial

"the market value of its listed securities had been below the minimum $50,000,000"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

form 25-nse regulatory

"Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

nasdaq listing rule 5250(c)(1) regulatory

"non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Rule”)"

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.

form 10-q regulatory

"failure to timely file its Quarterly Reports on Form 10-Q for the periods ended June 30, 2025"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

nasdaq capital market regulatory

"submitted an application to transfer its listing to the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

periodic reporting rule regulatory

"non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Rule”)"

A periodic reporting rule is a regulation that requires publicly traded companies to file regular, scheduled disclosures about their finances, operations and governance with regulators and the public. Like a recurring health check-up for a business, these reports give investors timely information to monitor performance, spot trends or red flags, compare companies, and make more informed buying, holding or selling decisions.

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

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Atlanta, GA, Dec. 02, 2025 (GLOBE NEWSWIRE) -- ScanTech AI Systems Inc. (the "Company" or "ScanTech AI") (Nasdaq: STAI),  a developer of advanced AI-powered security screening and imaging systems, today announced that on November 26, 2025 (the “Notice”), the Nasdaq Listing Qualifications Department (“Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company that its securities are subject to delisting from the Nasdaq Global Market.

As previously disclosed, on May 27, 2025, Staff notified the Company that the market value of its listed securities had been below the minimum $50,000,000 required for continued listing under Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Rule”) for the previous 30 consecutive trading days. Under Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 23, 2025, to regain compliance with the MVLS Rule. The Company did not regain compliance by that date, and the Notice states that unless the Company requests a hearing before the Nasdaq Hearings Panel (the “Panel”) by December 3, 2025, trading of its common stock will be suspended at the opening of business on December 5, 2025, and Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission (“SEC”).

The Company has requested a hearing before the Panel and paid the associated fee. Because the Notice cites non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Rule”) as an additional basis for the Staff determination, the Company will receive an automatic 15-day stay of suspension under Nasdaq Listing Rule 5815(a)(1)(B) in connection with that deficiency. The Company has also submitted a request for an extended stay of suspension applicable to the full determination, including the MVLS deficiency, pending the outcome of the hearing. At the hearing, the Company intends to present a comprehensive compliance plan addressing both the MVLS Rule and its recent filing status.

The Notice also referenced the Company’s failure to timely file its Quarterly Reports on Form 10-Q for the periods ended June 30, 2025 and September 30, 2025. Consistent with Listing Rule 5810(c)(2)(A), the Company is ineligible for Staff to review and accept a compliance plan with respect to these delinquent filings, which serve as a separate basis for delisting. Since the date of the Notice, the Company has filed its amended and restated Form 10-Q/A for the quarter ended March 31, 2025 and its amended and reviewed Form 10-Q/A for the quarter ended June 30, 2025. The Company is in the final stages of preparing its Form 10-Q for the quarter ended September 30, 2025 and expects to file this report as soon as practicable.

On November 6, 2025, prior to receiving the Notice, the Company submitted an application to transfer its listing to the Nasdaq Capital Market, where the applicable Market Value of Listed Securities requirement is $35 million. This application remains under review.

The Notice does not affect the Company’s day-to-day business operations. The Company remains committed to maintaining its Nasdaq listing and continuing to execute its operational and strategic initiatives.

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 Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates, forecasts, and projections, and the beliefs and assumptions of management. Words such as “expects,” “intends,” “plans,” “believes,” “seeks,” “may,” “will,” “should,” “anticipates,” or the negative or plural of these words, and similar expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

 These statements relate to, among other things, the Company’s ability to regain and maintain compliance with Nasdaq continued listing standards, successfully execute on its re-compliance plan, execute its growth strategy, and develop or commercialize its technologies. Additionally, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied herein.

 These risks and uncertainties include, but are not limited to: market conditions; dilution and volatility associated with equity financings; the Company’s ability to regain compliance and remain in compliance with Nasdaq listing standards; operational and regulatory risks in the artificial intelligence and security technology sectors; product and service acceptance; regulatory oversights; whether ScanTech AI will have sufficient capital to operate as anticipated; and other factors detailed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release and are based on the information available to ScanTech AI as of the date hereof. 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 law.

Media Contact

ScanTech AI Systems Inc.
D. Williams Sr. VP Sales & Investor/Government 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 issue a delisting determination for ScanTech AI (STAI) on November 26, 2025?

Nasdaq cited non-compliance with the $50.0M MVLS rule and delinquent periodic reports, per the November 26, 2025 notice.

What deadlines should STAI shareholders know about after the November 26, 2025 notice?

The company requested a hearing by December 3, 2025, and trading could be suspended at open on December 5, 2025 if relief is not granted.

Has ScanTech AI (STAI) filed the missing SEC reports referenced in the delisting notice?

ScanTech filed amended 10-Q/A reports for March 31, 2025 and June 30, 2025 and is preparing the September 30, 2025 10-Q.

What relief steps has ScanTech AI (STAI) taken to avoid Nasdaq suspension?

The company requested a Nasdaq hearing, paid the fee, sought an extended stay, and applied to transfer to the Nasdaq Capital Market.

What does ScanTech AI's November 6, 2025 application to Nasdaq Capital Market mean for STAI?

The application seeks transfer to a market with a lower $35.0M MVLS requirement; the application is currently under review.

Will the delisting notice affect ScanTech AI's business operations?

The company stated the notice does not affect day-to-day business operations and it remains committed to maintaining its Nasdaq listing.