8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2026

ScanTech AI Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42463	93-3502562
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br>Identification No.)
1735 Enterprise Drive<br><br> <br>Buford, Georgia	30518
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(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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 2.04.	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

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On May 14, 2025, ScanTech AI Systems Inc. (the “Company”) entered into a Business Loan and Security Agreement, as amended (collectively, the “Loan Agreement”), with Maximcash Solutions LLC (the “Lender”). Pursuant to the Loan Agreement, the Company’s outstanding obligations thereunder were due and payable on December 31, 2025. The Company did not remit payment in full on or prior to December 31, 2025.

On January 2, 2026, the Company received a written notice from counsel to the Lender (the “Notice”) stating that all outstanding obligations under the Loan Agreement were due and payable as of December 31, 2025 and demanding payment in immediately available funds. The Notice further stated that, as communicated in discussions with the Company, the Company may still enter into a written loan extension agreement; however, the Notice stated that any such extension agreement must be fully executed by close of business on January 6, 2026, must include definitive payoff and performance terms acceptable to the Lender, and that an interest-only payment without a written extension agreement is not sufficient.

The Notice also stated that the Company pledged shares of the Company’s common stock as collateral under the Loan Agreement. The Company understands that, as part of the parties’ original commercial understanding, the pledged collateral shares, in the amount of 145,926 shares, were intended to be liquidated and the net proceeds applied to the outstanding loan balance, which, based on the Company’s current estimates, would reduce the outstanding balance to a relatively small remaining principal amount. The Company estimates that the net proceeds from the sale of the collateral shares would be approximately $459,667 at the closing price of $3.15 at closing on January 5, 2026**,** which would reduce the outstanding principal balance to approximately $12,000 (exclusive of accrued interest, default interest, fees, and other charges, if any).

The Notice further stated that, upon non-payment, the pledged shares would revert to the Lender for liquidation and application of proceeds to the outstanding balance, and that, if the January 6, 2026 deadline passes without payment in full or a fully executed extension agreement, the Lender intends to file suit in Utah District Court on January 7, 2026 and that collateral enforcement would proceed in parallel with the lawsuit.

As of the date of this Current Report on Form 8-K, the Company is in discussions with the Lender regarding a potential extension and/or other resolution of the outstanding obligations under the Loan Agreement. There can be no assurance that the Company and the Lender will enter into any extension agreement or other resolution, or as to the timing or terms of any such agreement or resolution.

As of January 5, 2026, the aggregate outstanding balance under the Loan Agreement was approximately $530,033 (consisting of approximately $471,750 of principal and $58,283 of accrued interest and other charges). Pursuant to the Loan Agreement, the occurrence and continuance of an event of default may result in, among other things, the imposition of default interest, the acceleration of amounts otherwise not yet due (if applicable), and the exercise of remedies by the Lender, including enforcement against collateral.

Item 7.01.	Regulation FD Disclosure.

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On January 6, 2026 the Company issued a press release providing an update on its Nasdaq trading and related matters. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 6, 2026.
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: January 6, 2026	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

Exhibit 99.1

ScanTech AI Systems Provides

Update on Nasdaq Trading,

Hearings Process, and Ongoing

Restructuring Discussions

Your publication date and time will appear here. | Source: ScanTech AI Systems Inc.

Atlanta, GA, Jan.<br> 06, 2026 (GLOBE NEWSWIRE) -- ScanTech AI Systems Inc. (the "Company" or "ScanTech AI") (Nasdaq: STAI),<br> today provided an update regarding its previously disclosed Nasdaq listing compliance process and ongoing restructuring and creditor<br> management discussions.
As previously announced, the Company has requested a hearing before the Nasdaq Hearings Panel in connection with a determination by Nasdaq’s Listing Qualifications Department. The hearing is currently scheduled for January 22, 2026. The Company’s securities remain listed on Nasdaq pending the outcome of the hearings process.
The Company has timely submitted its written submission to the Nasdaq Hearings Panel in accordance with Nasdaq Listing Rule 5815.
In connection with the matters identified by Nasdaq, the Company has taken corrective and procedural actions, including the filing of its most recent periodic report and the implementation of a 1-for-20 reverse stock split, which became effective for trading on December 16, 2025.
In parallel, the Company continues to evaluate its capital structure and liquidity position and is engaged in ongoing discussions with certain creditors regarding potential restructuring, amendment, or other resolution of outstanding obligations. These discussions are ongoing, and no definitive agreements have been reached. The Company may dispute certain asserted defaults or amounts. There can be no assurance as to the timing or outcome of these discussions.

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The Company continues to work with its advisors to address its listing compliance matters and broader restructuring considerations in an orderly manner.

There can be no assurance regarding the outcome of the Nasdaq hearings process, the Company’s ability to regain or maintain compliance with Nasdaq listing standards, or the outcome of the Company’s restructuring and creditor management efforts.

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. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding: the Nasdaq hearings process (including the timing of the hearing and any outcome of the Nasdaq Hearings Panel process); the Company’s ability to regain or maintain compliance with Nasdaq listing standards; the Company’s evaluation of its capital structure and liquidity position; and the status, timing, and outcome of the Company’s ongoing discussions with certain creditors regarding potential restructuring, amendment, or other resolution of outstanding obligations (including any disputes regarding asserted defaults or amounts).

These forward-looking statements are based on current expectations and assumptions and on information available to management as of the date of this release, and they involve risks and uncertainties, many of which are outside the Company’s control. Actual results could differ materially from those expressed or implied by these forward-looking statements due to a variety of factors, including, without limitation: the outcome of the Nasdaq hearings process and any related determinations by Nasdaq; the Company’s ability to regain or maintain compliance with Nasdaq listing standards; the Company’s ability to implement and execute plans intended to address listing compliance matters and liquidity considerations; market and trading conditions; the Company’s ability to reach definitive agreements with creditors (if at all) and the timing and terms of any such agreements; the risk of unanticipated costs, claims, liabilities, or disputes arising from creditor matters or restructuring efforts; and other risks described in the Company’s filings with the Securities and Exchange Commission.

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You are encouraged to carefully review the risks and uncertainties described under “Risk Factors” and elsewhere in the Company’s most recent Annual Report on Form 10-K, its most recent Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission, for a more complete discussion of these and other risks and uncertainties. Except as required by law, ScanTech AI Systems Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Media Contact:

ScanTech AI Systems Inc.

D. Williams Sr. VP Sales & Investor/Government Relations

dwilliams@scantechais.com

Investor & Media Relations Contact:

International Elite Capital Inc.

Annabelle Zhang

+1(646) 866-7928

annabelle@iecapitalusa.com

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