STAI holders approve 10.8M share plan, 3% evergreen and equity line

Rhea-AI Filing Summary

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.

Insights

Equity & Corporate Actions Analyst

Shareholders approved a large equity plan increase, an evergreen feature, reverse split flexibility, and an equity line, expanding ScanTech AI’s capital tools.

ScanTech AI Systems’ stockholders approved amendments to its Equity Incentive Plan that raise the share reserve to 10,800,000 and add a 10‑year “evergreen” mechanism of up to 3% of outstanding shares each year. This provides a sizable pool for stock options, restricted stock, and other equity awards to employees, directors, and consultants, potentially supporting hiring and retention while increasing the capacity for equity-based compensation.

Stockholders also authorized the board to implement one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, with an aggregate cap of 1-for-250. This gives the board flexibility to adjust the share price through share consolidation if it chooses to act. In addition, approval of share issuances under an equity line of credit pursuant to the October 8, 2025 purchase agreement allows the company to sell common stock to that counterparty in compliance with Nasdaq Listing Rule 5635, creating a potential future funding source through share issuance.

The combination of a larger incentive plan, automatic annual increases, reverse split authority, and an approved equity line indicates a broader toolkit for issuing or consolidating shares. The actual impact on existing stockholders will depend on how many awards are granted under the plan, whether the board effects any reverse split, and how extensively the equity line is used in future periods.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): November 21, 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.

The information set forth under Item 5.07 is incorporated by reference into this Item 5.02.

Amendment and Restatement of 2025 Equity Incentive Plan

On November 21, 2025, as described below, the stockholders of ScanTech AI Systems Inc. (the “Company”) approved an amendment and restatement of the Company’s Equity Incentive Plan (as amended and restated, the “Amended EIP”) to increase the number of shares of common stock reserved for issuance thereunder by 6,800,000 shares to 10,800,000 shares.

Also at the Annual Meeting, stockholders approved the adoption of an “evergreen” provision to the Company’s Equity Incentive Plan providing for an automatic annual increase in the shares of common stock available for issuance under the 2025 Plan over the next 10 years in an amount equal to 3% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year. The “evergreen” provision is included in the Amended EIP.

As previously disclosed, the Amended EIP authorizes the grant of equity-based compensation to the Company’s employees, directors, and consultants, and provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted stock units, and other awards.

A description of the material terms of the Amended EIP was included in the Proxy Statement (as defined below) for the Annual Meeting (as defined below). In addition, the foregoing description of the Amended EIP is qualified in its entirety by reference to the text of the Amended EIP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 21, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). Proxies had been submitted by stockholders representing approximately 42.8% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on six Proposals, each of which is described in more detail in the proxy statement for the Annual Meeting (the “Proxy Statement”).

The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.

Proposal 1. Stockholders elected one Class I director nominee (Roosevelt Council) to hold office for a term of three years and until his successor is duly elected and qualified. The voting results were as follows:

Director Name		Votes For		Votes Withheld		Broker Non-Votes
Roosevelt Council		16,693,568		282,714		13,478,687

As previously disclosed in the Proxy Statement, Keisha Lance Bottoms and James Jenkins, whose terms expired at the Annual Meeting, did not stand for re-election at the Annual Meeting. Accordingly, their terms as directors (including as members of all committees of the board of directors on which they served) terminated at the conclusion of the Annual Meeting. Upon his election at the Annual Meeting, Mr. Council was also appointed as a member of the Audit Committee and the Compensation Committee of the board of directors.

Proposal 2. Stockholders ratified the selection by the Audit Committee of Berkowitz Pollack Brant Advisors + CPAs (“BPB”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
29,888,550		313,312		253,107		-

Proposal 3. Stockholders approved of one or more amendments of the Company’s Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s common stock, at a ratio ranging from any whole number between and including 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-250, inclusive, as determined by the Company’s board of directors in its discretion, subject to the authority of the board of directors to abandon such amendments. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
27,711,683		2,578,670		164,616		-

Proposal 4. Stockholders approved an amendment of the Company’s Equity Incentive Plan (the “2025 Plan”) to increase the number of shares of common stock available for issuance under the 2025 Plan. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
15,988,074		815,891		172,317		13,478,687

Proposal 5. Stockholders approved a second and separate amendment to the 2025 Plan for the adoption of an “evergreen” provision to the 2025 Plan providing for an automatic annual increase in the shares of common stock available for issuance under the 2025 Plan. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
15,991,181		802,067		183,034		13,478,687

Proposal 6. Stockholders approved the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to that certain Purchase Agreement dated as of October 8, 2025, establishing an equity line of credit. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
15,224,890		1,566,734		184,658		13,478,687

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		2025 Equity Incentive Plan.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 25, 2025	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

FAQ

What did ScanTech AI Systems Inc. (STAI) stockholders approve for the 2025 Equity Incentive Plan?

Stockholders approved an amendment and restatement of the Equity Incentive Plan to increase the number of shares of common stock reserved for issuance to 10,800,000. The plan continues to allow equity-based awards such as stock options, restricted stock, and restricted stock units for employees, directors, and consultants.

What is the new evergreen provision in ScanTech AI Systems’ Amended Equity Incentive Plan?

The evergreen provision adds an automatic annual increase over the next 10 years to the shares available under the 2025 Plan. Each year, the share pool can increase by up to 3% of the total common shares outstanding on December 31 of the preceding calendar year.

What reverse stock split authority did ScanTech AI Systems (STAI) shareholders grant?

Stockholders approved one or more amendments to the Amended and Restated Certificate of Incorporation to permit reverse stock splits of the common stock at ratios between any whole number from 1-for-2 to 1-for-100, and in the aggregate not more than 1-for-250, as determined by the board, which may also abandon the amendments.

Who was elected to the ScanTech AI Systems board at the 2025 annual meeting?

Stockholders elected Roosevelt Council as a Class I director for a three‑year term. Following his election, he was appointed to the company’s Audit Committee and Compensation Committee. Keisha Lance Bottoms and James Jenkins did not stand for re‑election and their terms ended at the conclusion of the meeting.

Which auditor did ScanTech AI Systems stockholders ratify for the 2025 fiscal year?

Stockholders ratified the selection of Berkowitz Pollack Brant Advisors + CPAs (BPB) as ScanTech AI Systems’ independent registered public accounting firm for the year ending December 31, 2025, with 29,888,550 votes for, 313,312 against, and 253,107 abstentions.

What share issuance under Nasdaq rules did ScanTech AI Systems’ shareholders approve?

Stockholders approved the issuance of shares of common stock, for purposes of Nasdaq Listing Rule 5635, pursuant to a Purchase Agreement dated October 8, 2025 that establishes an equity line of credit, allowing the company to issue shares under that agreement.

How many shares were represented at ScanTech AI Systems’ 2025 annual meeting?

Proxies were submitted by stockholders representing approximately 42.8% of the shares of ScanTech AI Systems’ common stock outstanding and entitled to vote, which was sufficient to constitute a quorum for the 2025 annual meeting.