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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):
February 4, 2026
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 February 4, 2026, 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 February 3, 2026, 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 was provided 180 calendar
days (or until August 3, 2026) to regain compliance with the MVPHS Requirement. To regain compliance, the minimum MVPHS must close at
$15 million or more for a minimum of 10 consecutive business days.
On February 6, 2026, the Company received a delisting letter (the “Delisting
Letter”) notifying the Company of the Nasdaq Hearing Panel’s (the “Panel”) determination to deny the Company’s
request to continue its listing on the Nasdaq Global Market. The Panel determined the Company to be in violation of Listing Rules 5250(c)(1)
and 5450(b)(2)(A), the Periodic Filing Rule, and the MVLS Rule, respectively.
As previously disclosed, the decision was based on the hearing of the
Panel held on January 22, 2026. Trading in the Company’s securities will be suspended at the open of trading on February 10, 2026
(the “Delisting”).
The Company has 15 days to submit a written request for the Nasdaq
Listing and Hearing Review Council (the “Listing Council”) to review the Delisting. The Company is currently exploring options
to appeal the decision. The Listing Council may also determine to review any Panel decision within 45 calendar days after issuance of
its written decision. If the Listing Council determines to review the Delisting, it may affirm, modify, reverse, dismiss or remand the
decision of the Panel.
The Company intends to submit an application to trade on the OTCQB
Venture Market (the “OTCQB”), though no assurance can be provided that the Company will satisfy the criteria for trading on
the OTCQB or that OTC Markets Group, Inc. will approve the Company’s application to trade on the OTCQB.
| Item 7.01 |
Regulation FD Disclosure. |
On February 9, 2026, the Company issued a press release announcing
the receipt of the Nasdaq delisting determination, the anticipated suspension of trading of the Company’s common stock on The Nasdaq
Global Market, the Company’s right to appeal such determination, and the Company’s intention to apply for quotation on the
OTCQB Venture Market. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended, except as expressly set forth by specific reference in such a filing.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated February 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, without limitation, statements regarding
the Company’s expectations, plans, intentions, strategies, prospects or beliefs with respect to the Nasdaq delisting process, any
appeal to the Nasdaq Listing and Hearing Review Council, the timing and outcome of any such appeal, the suspension of trading of the Company’s
securities on The Nasdaq Global Market, the Company’s ability to satisfy the requirements for quotation on the OTCQB Venture Market
or any other trading market, and the Company’s future operations, liquidity and capital resources following any delisting. 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 and assumptions, many of which are beyond the Company’s control, that may cause
actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including
the risk that the Company is unable to successfully appeal the Nasdaq delisting determination, the suspension or termination of trading
of the Company’s securities on Nasdaq, the Company’s inability to obtain approval for quotation on the OTCQB or any other
trading market, reduced liquidity and trading volume of the Company’s securities following any delisting, volatility in the market
price of the Company’s common stock, and the Company’s ability to continue as a going concern. 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: February 9, 2026 |
SCANTECH AI SYSTEMS INC. |
| |
|
| |
By: |
/s/ Dolan Falconer |
| |
Name: |
Dolan Falconer |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
For Immediate Release
ScanTech AI Systems Inc. Announces Nasdaq Delisting
Determination, Pending Trading Suspension, and Intent to Seek OTCQB Quotation
Atlanta, GA, February 9, 2026 - ScanTech AI Systems Inc. (the
"Company" or "ScanTech AI") (Nasdaq: STAI), a developer of advanced AI-powered
security screening and imaging technologies, today provided an update regarding recent correspondence received from The Nasdaq Stock Market
LLC (“Nasdaq”) related to the Company’s continued listing status.
On February 4, 2026, the Company received a deficiency notice from
Nasdaq’s Listing Qualifications Department indicating that, based on Nasdaq’s review of the Company’s market value of
publicly held shares (“MVPHS”) for the 30 consecutive business days ended February 3, 2026, the Company did not meet the minimum
MVPHS requirement of $15 million under Nasdaq Listing Rule 5450(b)(2)(C). In accordance with Nasdaq rules, the Company has a 180-day compliance
period, through August 3, 2026, to regain compliance. Compliance may be achieved if the Company’s MVPHS closes at or above $15 million
for a minimum of ten consecutive business days during this period.
Separately, on February 6, 2026, the Company received a determination
letter from the Nasdaq Hearing Panel denying the Company’s request for continued listing on the Nasdaq Global Market. The Panel’s
decision, which followed a hearing held on January 22, 2026, cited non-compliance with Nasdaq Listing Rules 5250(c)(1) (the periodic filing
requirement) and 5450(b)(2)(A) (the minimum market value of listed securities requirement). As a result of this determination, Nasdaq
has notified the Company that trading of its securities on the Nasdaq Global Market is scheduled to be suspended at the open of trading
on February 10, 2026, unless further action is taken.
Under Nasdaq rules, the Company has fifteen (15) days from receipt
of the determination letter to request a review of the Panel’s decision by the Nasdaq Listing and Hearing Review Council. The Company
is currently evaluating and intends to pursue available options, including submitting a request for review. If the Listing Council elects
to review the matter, it may affirm, modify, reverse, dismiss, or remand the Panel’s decision.
In parallel, the Company intends to apply for its common stock to be
quoted on the OTCQB Venture Market. There can be no assurance that the Company will meet all eligibility requirements or that OTC Markets
Group, Inc. will approve the application.
ScanTech AI remains focused on executing its operational strategy,
advancing customer engagements, and strengthening its financial and compliance posture. The Company will continue to keep shareholders
informed as developments occur.
About ScanTech AI
ScanTech AI Systems Inc. (Nasdaq: STAI) has developed one of the world’s
most advanced non-intrusive ‘fixed-gantry’ CT screening technologies. Utilizing proprietary artificial intelligence and machine
learning capabilities, ScanTech AI’s state-of-the-art scanners accurately and quickly detect hazardous materials and contraband.
Engineered to automatically locate, discriminate, and identify threat materials and items of interest, ScanTech AI’s solutions are
designed for use in airports, seaports, borders, embassies, corporate headquarters, government and commercial buildings, factories, processing
plants, and other facilities where security is a priority.
For more information, visit www.scantechais.com
and investor.scantechais.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding
the Company’s expectations, plans, intentions, strategies, and prospects with respect to the Nasdaq delisting process, the suspension
of trading of the Company’s securities on The Nasdaq Global Market, any request for review by the Nasdaq Listing and Hearing Review
Council and the timing and outcome thereof, the Company’s ability to obtain quotation of its common stock on the OTCQB Venture Market
or any other trading market, and the Company’s future operations, liquidity, capital resources, and compliance efforts following
any delisting.
Words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “anticipate,” “intend,” “plan,” “believe,”
“estimate,” “continue,” “potential,” “seek,” “goal,” “target,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such
identifying words.
Forward-looking statements are based on the Company’s current
expectations and assumptions as of the date of this press release and are subject to a number of risks, uncertainties, and assumptions,
many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied by forward-looking
statements due to factors including, but not limited to, the risk that the Company is unable to successfully obtain review or relief from
the Nasdaq delisting determination, the suspension or termination of trading of the Company’s securities on Nasdaq, the Company’s
inability to meet the eligibility requirements for quotation on the OTCQB or any other trading market, reduced liquidity and trading volume
of the Company’s securities following any delisting, volatility in the market price of the Company’s common stock, the Company’s
ability to continue as a going concern, and general market, economic, capital markets, and liquidity conditions.
Additional risks and uncertainties are described under the heading
“Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q,
as well as in the Company’s Current Reports on Form 8-K and other filings with the Securities and Exchange Commission. Forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements,
except as required by law.
Media Contact
ScanTech AI Systems Inc.
D. Williams Sr., Senior VP Sales, Business Development & Investor
Relations
dwilliams@scantechais.com
Investor & Media Relations Contact:
International Elite Capital Inc.
Annabelle Zhang
+1(646) 866-7928
annabelle@iecapitalusa.com
