ScanTech AI Systems Inc. SEC Filings

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.

ScanTech AI Systems Inc. announced that its management and Audit Committee concluded the unaudited interim consolidated financial statements for the quarters ended March 31, 2025 and June 30, 2025 should no longer be relied upon and will be restated.

The issue stems from accounting for 4,314,800 additional shares (the “Subject Shares”) granted to certain insiders under Amendment No. 4 to the Business Combination Agreement. The compensation tied to these shares should have been recognized on a straight-line basis over the 90 days after the closing, but was recorded in the quarter ended June 30, 2025. Restated amendments to the Q1 2025 and Q2 2025 Forms 10-Q will be filed, and immaterial adjustments may be included.

The company disclosed a material weakness in internal control over financial reporting and will include a remediation plan in the amended filings. It states the restatement is not anticipated to have a material impact on future business or operations, though the internal review is ongoing and further changes or control findings may emerge.

ScanTech AI Systems Inc. (STAI) — Form 4 insider transaction

A reporting person sold common stock in two open-market transactions. On 10/27/2025, 133,628 shares were sold at $0.6949. On 10/28/2025, 10,000 shares were sold at $0.6616. Following these transactions, 16,159,345 shares were beneficially owned on an indirect basis.

According to a footnote, the shares are held by Seaport Group SIBS LLC, which is managed by Seaport Global Asset Management LLC; Stephen C. Smith is the manager of Seaport Global Asset Management LLC.

ScanTech AI Systems Inc. (STAI) disclosed receipt of a default notice from Silverback Capital related to a senior secured promissory note originally issued to 340 Broadway Holdings for $1,000,000 bearing 15% annual interest and maturing on January 22, 2026. Silverback asserts a missed quarterly interest payment and inadequate advance notice, claims an “Event of Default,” and states the outstanding principal is $1,112,500 as of October 23, 2025, due to capitalization of the missed interest.

The company states this disclosure does not admit agreement with Silverback’s assertions, claims, or figures and that it is reviewing the notice and underlying documents. If unresolved, the matter could have a material adverse effect on liquidity, financial condition, and results. The alleged default may also trigger an Event of Default under the separate up to $1,500,000 340 Broadway/SPCC Note, which could add 18% default interest and a greater conversion discount for future conversions into common stock.

ScanTech AI Systems (STAI) is asking stockholders to vote at its virtual 2025 annual meeting on November 21, 2025. The agenda includes electing one Class I director, ratifying a new audit firm, approving flexibility to conduct one or more reverse stock splits, expanding and updating the equity plan, and authorizing share issuances under an equity line of credit for Nasdaq purposes.

The board seeks authority to effect reverse stock splits from 1-for-2 up to 1-for-100, not to exceed 1-for-250 in total, with no change to authorized shares. The proposal is aimed at addressing Nasdaq listing requirements after a minimum bid price deficiency notice; the closing price was $0.5544 on October 14, 2025. Shares outstanding were 71,219,522 as of the October 14, 2025 record date.

ScanTech also proposes increasing the 2025 Equity Incentive Plan by 6,800,000 shares and adopting an evergreen feature in a separate vote. The company reports total plan overhang of 10,800,000 shares (15.16%) tied to the plan, based on outstanding shares. The auditor item follows UHY’s resignation and the appointment of Berkowitz Pollack Brant Advisors + CPAs for 2025. Stockholders are also asked to approve, for Nasdaq Listing Rule 5635 purposes, the issuance of common stock under an October 8, 2025 equity line purchase agreement.

ScanTech AI Systems (STAI) reported an insider transaction on a Form 4. On 10/10/2025, the reporting person sold 125,000 shares of common stock at a price of $0.7252 per share (transaction code S).

Following the sale, the reporting person reported 16,302,973 shares beneficially owned, marked as Indirect (I). A footnote states the shares are held by Seaport Group SIBS LLC (managed by Seaport Global Asset Management LLC), and Stephen C. Smith is the manager of SGAM. The relationship to the issuer is indicated as Director.

ScanTech AI Systems Inc. (STAI) reported receiving default-related notices from two creditors and adopted amended bylaws. SPCC asserted that the Company’s October 8, 2025 Purchase Agreement violated covenants under a senior secured note of up to $1,500,000 (15% interest, maturing July 3, 2026). Per the SPCC notice, default interest of 18% began on September 11, 2025, citing accrued interest of $15,283, a balance of $1,083,922 as of September 10, 2025, a mandatory repayment amount of $1,625,883 as of October 10, 2025, and an increase in conversion discount from 20% to 45%. The Company disputes these assertions.

The Company also received a notice from Polar regarding a $1,250,000 note, asserting the settlement is void due to unregistered shares by August 1, 2025, that the note matured on that date, and that it has been accruing 18% interest since then. The Company is reviewing and may dispute these claims. It cautioned that failure to resolve could have a material adverse effect.

The Board approved amended bylaws, including a stockholder quorum of at least one-third in voting power, and set the 2025 Annual Meeting for November 21, 2025 with record date October 14, 2025. Stockholder proposal deadlines are October 24–25, 2025 per the described rules.

ScanTech AI Systems, Inc. (STAI) filed a Form 8-K reporting that it entered into a material definitive agreement and related unregistered sales of equity securities. The filing lists a Purchase Agreement dated October 8, 2025 with ARC Group International Ltd., and a Form of Pre-Funded Warrant as exhibits, plus a press release dated October 10, 2025. The 8-K identifies the topics disclosed as: entry into a material definitive agreement, unregistered sales of equity securities, Regulation FD disclosure, and financial statements and exhibits. The document is signed by Chief Executive Officer Dolan Falconer. No transaction amounts, number of securities, pricing, or additional financial details are provided in the text supplied here.