ScanTech AI Systems Inc. SEC Filings

ScanTech AI Systems Inc. reported that it has filed its Form 10-Q for the quarter ended September 30, 2025 and issued a press release describing this filing.

The company also used the press release to provide an update on the progress of its plan to regain compliance with Nasdaq’s listing requirements, which is important for maintaining the listing of its common stock on The Nasdaq Stock Market LLC.

The press release is furnished as Exhibit 99.1 and, along with the related disclosure, is treated as furnished rather than filed for purposes of liability and incorporation under the federal securities laws.

ScanTech AI Systems Inc. reported Q3 2025 results showing early revenue growth but continuing heavy losses and liquidity pressure. The company generated revenue of $631,021 in the quarter and $1,861,045 for the first nine months of 2025, up from $522,166 a year earlier, as it began selling its CT Sentinel baggage screening systems through a single distribution customer. Operating expenses rose sharply, with nine‑month general and administrative costs of $21,889,320, leading to a nine‑month net loss of $34,518,281.

The January 2025 business combination with Mars Acquisition Corp. was accounted for as a reverse recapitalization and was accompanied by large non‑cash conversions of debt, warrants and derivatives into equity, which reduced total liabilities to $46,415,775 and narrowed shareholders’ deficit to $41,269,447 as of September 30, 2025. Despite these balance‑sheet changes, ScanTech ended the quarter with only $157,646 in cash and a working capital deficit of $23,641,349. Management notes that most funding has come from Seaport Group SIBS LLC and concludes there is “substantial doubt” about the company’s ability to continue as a going concern without additional capital and continued lender support.

ScanTech AI Systems Inc. is carrying out a 1-for-20 reverse stock split of its common stock. On December 15, 2025 at 5:00 p.m. Eastern Time, every 20 issued and outstanding shares will be combined into one share.

The stock is expected to begin trading on a split-adjusted basis on The Nasdaq Stock Market on December 16, 2025 under the existing symbol STAI. The par value and other terms of the common stock will stay the same. No fractional shares will be issued; instead, eligible holders will receive cash based on the split-adjusted closing price on December 15, 2025.

ScanTech AI Systems Inc. filed a second amendment to its June 30, 2025 Form 10‑Q to restate its financial statements after identifying multiple errors and after a new audit firm, Berkowitz Pollack Brandt, reviewed the period.

The restatement adjusts revenue, cost of goods sold, and several operating expenses, including previously unrecorded stock compensation issued to non‑redemption shareholders and revised research and development and legal costs. It also corrects the treatment of common shares pledged to a creditor and related interest, revises the loss on extinguishment of debt and other non‑operating items, and in aggregate reduces the previously reported net loss, which is now $24.8 million for the first half of 2025 on $1.23 million of revenue. As of June 30, 2025, ScanTech reported just $41,123 of cash, a shareholders’ deficit of $40.5 million, and a working capital deficit of $22.8 million, leading management to conclude there is substantial doubt about its ability to continue as a going concern.

ScanTech AI Systems Inc. filed an amended Form 10‑Q/A to fully restate its Q1 2025 results after identifying multiple accounting errors tied to its de‑SPAC transaction and related share and debt activity. For the quarter ended March 31, 2025, the company generated revenue of $346,050 but reported a net loss of $17.9 million and an accumulated deficit of $202.4 million. Cash was only $771,171 against a working capital deficit of about $32.8 million and a shareholders’ deficit of $50.5 million, while liabilities totaled $55.6 million. The restatement recognizes compensation for shares to be issued to non‑redeeming shareholders, reclassifies certain de‑SPAC expenses, adjusts taxes and legal accruals, and corrects the treatment of shares pledged to creditors. ScanTech completed a reverse recapitalization with Mars Acquisition Corp. and executed a large troubled debt restructuring, converting more than $100 million of debt, warrants and derivatives into equity, which produced a sizable gain but still leaves the business highly leveraged. Management states there is substantial doubt about the company’s ability to continue as a going concern without new capital and continued support from key lender Seaport Group SIBS LLC.

ScanTech AI Systems Inc. reported results of its 2025 annual stockholder meeting. Stockholders approved an amendment and restatement of the company’s Equity Incentive Plan, increasing the shares of common stock reserved for issuance to 10,800,000 and adding an “evergreen” feature that can automatically increase the share pool each year for the next 10 years by 3% of shares outstanding on each December 31. Stockholders also authorized the board to effect one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, and in total not more than 1-for-250, at the board’s discretion.

They elected Roosevelt Council as a Class I director and appointed him to the Audit and Compensation Committees, while two prior directors did not stand for re-election. Stockholders ratified Berkowitz Pollack Brant as auditor for the year ending December 31, 2025. In addition, they approved an equity line of credit under a purchase agreement dated October 8, 2025, for the potential issuance of additional common shares for purposes of Nasdaq Listing Rule 5635.

ScanTech AI Systems Inc. (STAI) filed a Form 8-K to announce that it has entered into a strategic partnership with unival group, a global security systems integrator based in Bonn, Germany. This partnership links ScanTech AI’s technology with an established international security integration partner, suggesting closer collaboration on security solutions and market access.

The company disclosed this development through a press release dated November 25, 2025, which is furnished as Exhibit 99.1 and not treated as filed for liability purposes. The filing confirms ScanTech AI’s status as an emerging growth company and keeps its common stock listed on The Nasdaq Stock Market LLC under the symbol STAI.

ScanTech AI Systems (STAI) filed a Form 12b-25 to notify a late Quarterly Report on Form 10-Q for the period ended September 30, 2025. The company cites that filing on time would have required unreasonable effort or expense.

Management and the Audit Committee previously concluded the unaudited interim financial statements for the quarters ended March 31, 2025 and June 30, 2025 should no longer be relied upon, and the company plans to refile those 10-Qs as soon as practicable. STAI expects to file the September 30, 2025 Form 10-Q within the five-day extension period. The company indicated it does not anticipate a significant change in results of operations for the subject period.

ScanTech AI Systems Inc. (STAI) regained Nasdaq compliance with the Market Value of Publicly Held Shares (MVPHS) standard. Nasdaq notified the company on November 5, 2025 that, for 16 consecutive trading days from September 30 to November 4, the company’s MVPHS was $15 million or greater, satisfying Nasdaq Listing Rule 5450(b)(2)(C).

The update follows a July 30, 2025 deficiency notice related to MVPHS. A press release announcing the compliance determination was furnished as Exhibit 99.1 under Item 7.01.