Director leaves ScanTech AI Systems (NASDAQ: STAI) board, roles shift

Rhea-AI Filing Summary

ScanTech AI Systems Inc. reported that director Thomas McMillen resigned from its Board of Directors and all related committees effective August 22, 2025. The company stated that his resignation was not due to any dispute or disagreement regarding its operations, policies, or practices.

Following his departure, existing independent director Michael McGarrity, already on the Nominating and Corporate Governance Committee, was appointed as that committee’s new chair. In addition, Board Chairman and independent director Bradley Buswell was appointed to the Audit Committee to fill the vacancy created by Mr. McMillen’s resignation.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 22, 2025

ScanTech AI Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42463		93-3502562
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1735 Enterprise Drive Buford, Georgia		30518
(Address of principal executive offices)		(Zip Code)

+1 (470) 655-0886

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		STAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2025, Mr. Thomas McMillen notified the Board of Directors (the "Board") of ScanTech AI Systems Inc. (the "Company") of his decision to resign from the Board and all respective committees of which he was a member, effective immediately. Mr. McMillen’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

In connection with the resignation of Mr. McMillen, Michael McGarrity, an existing independent director and current member of the Nominating and Corporate Governance Committee, was appointed as the new chair of the Nominating and Corporate Governance Committee by the Board. In addition, Bradley Buswell, current Chairman of the Board and an existing independent director, was appointed by the Board to serve on the Audit Committee to replace the vacancy left by the resignation of Mr. McMillen.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 27, 2025	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

FAQ

What board change did ScanTech AI Systems (STAI) report?

ScanTech AI Systems Inc. reported that director Thomas McMillen resigned from the Board of Directors and all committees on August 22, 2025, effective immediately.

Did Thomas McMillen resign over a disagreement with ScanTech AI Systems (STAI)?

No. The company stated that Mr. McMillen’s resignation is not the result of any dispute or disagreement with the company or its Board on operations, policies, or practices.

Who became chair of the Nominating and Corporate Governance Committee at ScanTech AI Systems (STAI)?

Michael McGarrity, an independent director and existing member of the Nominating and Corporate Governance Committee, was appointed as the new chair of that committee.

Who joined the Audit Committee after the resignation at ScanTech AI Systems (STAI)?

Bradley Buswell, the Chairman of the Board and an independent director, was appointed to the Audit Committee to replace the vacancy left by Mr. McMillen.

When did the board resignation at ScanTech AI Systems (STAI) occur?

The resignation of director Thomas McMillen was effective August 22, 2025, which is also the earliest event date reported.

Who signed the Form 8-K for ScanTech AI Systems (STAI)?

The Form 8-K was signed on behalf of ScanTech AI Systems Inc. by Dolan Falconer, who serves as Chief Executive Officer.