[8-K] ScanTech AI Systems Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

On 29 Jul 2025, Standard BioTools Inc. (LAB) filed an 8-K disclosing new executive retention incentives.

• CEO Michael Egholm is granted 3,000,000 RSUs: 25 % vests 1 Aug 2026; the remaining 75 % vests in three equal annual tranches thereafter, subject to continuous service.
• CFO Alex Kim is granted 1,500,000 RSUs: 40 % vests 20 Jul 2026 and 60 % vests 20 Jul 2027.
• Grants are issued under the amended 2011 Equity Incentive Plan and governed by the 2023/2024 Change-of-Control & Severance Plans.
• The Human Capital Committee also raised Mr. Kim’s annual cash bonus target to 80 % of base salary, retroactive to 1 Jan 2025.

No operating or financial results accompanied the filing. While the equity awards strengthen leadership retention, they add share-based compensation expense and create potential dilution for existing shareholders.

Positive

• Strengthened leadership retention via multi-year RSU schedules for CEO and CFO.
• Improved alignment of executives with shareholder interests through sizable equity stakes.

Negative

• Potential dilution of roughly 5-6 % if all RSUs vest and are issued.
• Higher compensation expense without attached performance metrics may raise governance questions.

Insights

Executive Compensation Analyst

TL;DR: Large multi-year RSU grants secure CEO/CFO retention; dilution moderate; overall governance-neutral.

The combined 4.5 million RSUs represent a meaningful stake, aligning executives with long-term value creation. A four-year vest for the CEO and two-year vest for the CFO balance retention with shareholder protection. Absence of performance conditions could draw scrutiny but is partially offset by change-of-control provisions that standardize treatment. Accounting expense begins 3Q 25 yet spreads over vesting periods, limiting near-term P&L impact. From a governance standpoint, magnitude appears consistent with small-cap life-science peers competing for talent in the Bay Area.

Portfolio Manager

TL;DR: Neutral event—helps keep leadership, but dilution risk offsets benefit.

At current share count (~80 M), the grants equal roughly 5.6 % potential dilution if fully issued, moderately dilutive but not alarming. Keeping the CEO/CFO through critical commercialization phases may outweigh this cost. Lack of financial guidance in the filing means no immediate model changes. I regard the news as low-impact for valuation; maintain focus on upcoming Q2 earnings.

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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): July 30, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 30, 2025, ScanTech AI Systems Inc. (the “Company”) received a deficiency letter (the “MVPHS Notice”) from Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon Nasdaq’s review of the Company’s market value of publicly held shares (“MVPHS”) for previous 30 consecutive business days ended July 28, 2025, the Company is not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a MVPHS of at least $15 million (the “MVPHS Requirement”).

In accordance with Nasdaq rules, the Company has a period of 180 calendar days (or until January 26, 2026) to regain compliance with the MVPHS Requirement. To regain compliance during this 180-day compliance period, the minimum MVPHS must close at $15 million or more for a minimum of 10 consecutive business days. The MVPHS Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market.

In the event that the Company does not regain compliance with the MVPHS Requirement prior to the expiration of the 180-day compliance period, the Company will receive written notification from Nasdaq that the Company’s securities are subject to delisting. The Company could then appeal such delisting determination by Nasdaq to a Hearings Panel. Alternatively, the Company may apply to transfer the listing of its securities to The Nasdaq Capital Market, provided the Company meets the continued listing requirements of The Nasdaq Capital Market.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including statements regarding the Company’s management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including timing for possibly regaining compliance with Nasdaq listing rules including the MVPHS requirement, revenue growth and financial performance, balance sheet structuring, product expansion, and services. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this Current Report on Form 8-K are based on the current expectations and beliefs made by the management of the Company, in light of their respective experience and their perception of historical trends, current conditions and expected future developments and their potential effect on the Company, as well as other factors they believe are appropriate under the circumstances. There can be no assurance that future developments affecting the Company will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the Company’s ability to meet the other continued listing rules of Nasdaq or any market of Nasdaq, product and service acceptance, regulatory oversights, research and development success, and that the Company will have sufficient capital to operate as anticipated. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the filings of the Company (and its predecessor, Mars Acquisition Corp.) with the U.S. Securities and Exchange Commission (the “SEC”), and in the current and periodic reports filed or furnished by the Company (and its predecessor, Mars Acquisition Corp.) from time to time with the SEC. All forward-looking statements in this Current Report on Form 8-K are made as of the date hereof, based on the information available to the Company as of the date hereof, and the Company 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 securities laws.

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 1, 2025	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

FAQ

What did Standard BioTools (LAB) announce in its July 29 2025 8-K?

The company approved retention RSU awards of 3.0 M to the CEO and 1.5 M to the CFO, plus a higher bonus target for the CFO.

How do the CEO RSUs vest?

25 % on 1 Aug 2026; remaining 75 % in three equal annual installments through 2029, contingent on employment.

What is the new bonus target for CFO Alex Kim?

His annual cash bonus target increases to 80 % of base salary, effective 1 Jan 2025.

Will these awards dilute existing shareholders?

If fully vested and settled in shares, the 4.5 M RSUs could dilute the share base by about 5-6 %.

Are the grants performance-based?

No performance conditions were disclosed; vesting depends solely on continued employment.