ScanTech AI Systems (NASDAQ: STAI) settles $608,997 debt with 350,000-share issuance

Rhea-AI Filing Summary

ScanTech AI Systems Inc. entered into a Settlement of Indebtedness with Maximcash Solutions LLC to resolve issues under a prior business loan. The company agreed to issue 350,000 shares of common stock to Maximcash in exchange for the full discharge of about $608,997.31 of indebtedness tied to the loan.

The loan agreement and all related notes, security agreements, guarantees, and amendments will be terminated, and both parties granted broad mutual releases, including claims related to a lawsuit that Maximcash had filed. Maximcash must file a dismissal of the lawsuit with prejudice after receiving the shares. The settlement also gives Maximcash piggyback registration rights for these shares, and the issuance relies on the Section 3(a)(9) exemption under the Securities Act.

Insights

Capital structure and special situations analyst

Debt and litigation are exchanged for equity, simplifying ScanTech AI’s balance sheet.

ScanTech AI Systems Inc. is settling a loan dispute by issuing 350,000 common shares to Maximcash Solutions LLC in exchange for releasing approximately $608,997.31 of indebtedness linked to a prior business loan and security agreement.

This replaces a specific debt obligation and associated security documents with equity, which removes scheduled repayments but adds share issuance. The agreement also terminates the loan documents and includes mutual releases covering the loan and a related lawsuit, reducing legal uncertainty.

Maximcash receives piggyback registration rights, meaning ScanTech may need to include these shares in a future registration statement. The company relies on a Section 3(a)(9) exemption, indicating the exchange is between the issuer and an existing security holder without paid solicitation.

false 0001994624 0001994624 2026-02-02 2026-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 2, 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 1.01 Entry into a Material Definitive Agreement.

On February 2, 2026, ScanTech AI Systems Inc. (the “Company”) entered into a Settlement of Indebtedness (the “Settlement Agreement”) with Maximcash Solutions LLC (“Maximcash”) to resolve Maximcash’s allegations resulting from alleged defaults pursuant to the Business Loan and Security Agreement (the “Loan Agreement”), dated May 14, 2025 by and between the Company and Maximcash.

On the terms and subject to the conditions set forth in the Settlement Agreement, the Company agreed to settle Maximcash’s indebtedness by issuing Maximcash 350,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. In exchange for the issuance of the Shares, Maximcash has agreed to unconditionally and irrevocably release and discharge the Company and its respective representatives from and against any and all claims arising out of or relating to the Loan Agreement, including the total discharge amount of $608,997.31 of indebtedness allegedly owed to Maximcash. Further, the Settlement Agreement will act to terminate and cancel the Loan Agreement and all related promissory notes, security agreements, guarantees, amendments, and other loan documents executed in connection therewith. With certain exceptions detailed in the Settlement Agreement, Maximcash and the Company agreed to a mutual release of all claims related to the Loan Agreement, a certain lawsuit that had been brought by Maximcash against the Company (the “Lawsuit”), and certain other matters. Maximcash also agreed to file a stipulated dismissal with prejudice of the Lawsuit within two business days of Maximcash’s receipt of the Shares.

The Settlement Agreement also provides Maximcash certain “piggyback” registration rights that could require the Company to register the Shares in a subsequent registration statement with the U.S. Securities and Exchange Commission.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

The Company issued or expects to issue the Shares in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) under the Securities Act as securities exchanged by the issuer with its existing security holder exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. Maximcash is an existing holder of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement of Indebtedness, dated February 2, 2026, by and between the Company and Maximcash
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: February 6, 2026	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

FAQ

What did ScanTech AI Systems Inc. (STAI) agree with Maximcash in this settlement?

ScanTech AI Systems agreed to issue 350,000 shares of common stock to Maximcash Solutions LLC. In return, Maximcash fully releases approximately $608,997.31 of indebtedness under a prior business loan, terminates related loan documents, and grants broad mutual releases, including claims tied to an existing lawsuit.

How much indebtedness is ScanTech AI Systems Inc. (STAI) settling with Maximcash?

ScanTech is settling a total discharge amount of about $608,997.31 of indebtedness allegedly owed to Maximcash. This debt arose under a Business Loan and Security Agreement dated May 14, 2025, which will be terminated along with all related notes, security agreements, and guarantees.

How many shares will ScanTech AI Systems Inc. (STAI) issue to Maximcash?

ScanTech will issue 350,000 shares of its common stock, par value $0.0001 per share, to Maximcash. These shares are being exchanged directly for the discharge of loan-related indebtedness and associated claims, rather than for cash proceeds from a new financing transaction.

What happens to the lawsuit Maximcash filed against ScanTech AI Systems Inc. (STAI)?

Under the settlement, Maximcash agreed to file a stipulated dismissal with prejudice of its lawsuit against ScanTech. This filing must occur within two business days after Maximcash receives the settlement shares, ending the litigation and preventing those same claims from being refiled.

Does ScanTech AI Systems Inc. (STAI) have to register the new shares issued to Maximcash?

The settlement grants Maximcash piggyback registration rights, which may require ScanTech to register the 350,000 shares in a later registration statement. The current issuance relies on the Section 3(a)(9) exemption for exchanges with an existing security holder without paid solicitation.

What securities law exemption is ScanTech AI Systems Inc. (STAI) using for this share issuance?

ScanTech is relying on Section 3(a)(9) of the Securities Act of 1933 for the issuance. This exemption applies to securities exchanged by the issuer with an existing security holder, where no commission or other remuneration is paid or given for soliciting the exchange.