STAI flagged on alleged default; cross-default risk and 18% rate

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Silverback asserts an Event of Default with outstanding principal stated at $1,112,500 as of October 23, 2025
• Potential cross-default on the up to $1,500,000 340 Broadway/SPCC Note may trigger 18% default interest and a greater conversion discount
• Company states the matter could have a material adverse effect on liquidity, financial condition, and results

Insights

Credit & Capital Structure Analyst

Default notice raises cross-default and higher-cost risk.

Silverback asserts an Event of Default tied to a missed interest payment on a $1,000,000 note at 15%, claiming the outstanding principal is now $1,112,500 as of October 23, 2025. The company disputes the assertions and figures and is reviewing the documents.

The filing states the alleged default could also trigger an Event of Default under the separate 340 Broadway/SPCC Note of up to $1,500,000. That instrument permits default interest of 18% and a greater conversion discount for future conversions to common stock, which may elevate financing costs and potential dilution if activated.

The company notes the situation could have a material adverse effect on liquidity, financial condition, and results of operations. Actual impact depends on how disputes are resolved and whether cross-default provisions are invoked.

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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): October 23, 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 1.02 Termination of a Material Definitive Agreement.

To the extent required by this Item 1.02, the information set forth under Item 2.04 is incorporated by reference into this Item 1.02.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

ScanTech AI Systems Inc. (the “Company”) previously entered into a senior secured promissory note (the “Note”) with 340 Broadway Holdings LLC (“340 Broadway”) with a total principal amount of $1,000,000 which bears interest at an annual rate of 15% and matures on January 22, 2026. Subsequently, 340 Broadway assigned the Note to Silverback Capital Corporation (“Silverback”).

On October 23, 2025, the Company received written notice (the “Silverback Notice”) from Silverback that asserted that the Company failed to make a quarterly interest rate payment as of October 22, 2025 and failed to notify Silverback five business days in advance that the Company would not make the quarterly interest rate payment. Silverback asserts that such violation constitutes an “Event of Default” under the Note and requires that the quarterly interest rate payment be capitalized into the principal amount of the Note. The Silverback Notice claims that, as of October 23, 2025, the outstanding principal amount of the Note is $1,112,500.

The Company is providing the disclosure in this Current Report on Form 8-K relating to the Silverback Notice to comply with the Company’s filing requirements with the U.S. Securities and Exchange Commission (the “SEC”) but does not by virtue hereof admit that the Company agrees with any assertion, claim, or figure contained in the Silverback Notice. The Company is reviewing the Silverback Notice and the Note and its amendments in their entirety, and reserves the right to dispute the assertions, claims, and figures made in the Silverback Notice. If the Company is unable to resolve the assertions in the Silverback Notice, it could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations.

Further, as previously disclosed, the Company entered into a Securities Purchase Agreement with 340 Broadway, effective as of July 3, 2025, pursuant to the terms of which the Company issued a senior secured promissory note (the “340 Broadway/SPCC Note”) to 340 Broadway with a total principal amount of up to $1,500,000. Subsequently, 340 Broadway assigned a portion of the 340 Broadway/SPCC Note to Southern Point Capital Corporation (“SPCC”).

Under the 340 Broadway/SPCC Note, an “Event of Default” includes: “The occurrence of an Event of Default under and as defined herein or any event of default (or similar term) under any other agreement evidencing indebtedness of at least $100,000.” Consequently, the alleged Event of Default under the Note may also constitute an Event of Default under the 340 Broadway/SPCC Note. An Event of Default under the 340 Broadway/SPCC Note could result in additional default interest at a rate of 18% per annum and a greater conversion discount underlying the 340 Broadway/SPCC Note for all future conversions of principal or interest under the 340 Broadway/SPCC Note into common stock.

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: October 28, 2025	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

FAQ

What did ScanTech AI Systems (STAI) disclose in this 8-K?

The company received a Silverback notice asserting an Event of Default on a senior secured note and is reviewing the assertions.

What are the key terms of the note at issue for STAI?

The note had original principal of $1,000,000, a 15% annual interest rate, and matures on January 22, 2026.

How much principal does Silverback claim is outstanding now?

Silverback states the outstanding principal is $1,112,500 as of October 23, 2025, reflecting capitalization of a missed interest payment.

Does STAI agree with Silverback’s assertions and figures?

No. The company expressly does not admit agreement with the assertions, claims, or figures and is reviewing the notice and related documents.

Could this trigger a cross-default for STAI?

Yes. The alleged default may trigger an Event of Default under the up to $1,500,000 340 Broadway/SPCC Note.

What happens under the 340 Broadway/SPCC Note if an Event of Default occurs?

It could result in 18% default interest and a greater conversion discount for future conversions into common stock.

What potential impact does STAI highlight?

The company states the situation could have a material adverse effect on liquidity, financial condition, and results of operations.