8-K
ScanTech AI Systems Inc. (STAI)
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): August 22, 2025
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 | |
| --- | --- | |
| (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; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2025, Mr. Thomas McMillen notified the Board of Directors (the "Board") of ScanTech AI Systems Inc. (the "Company") of his decision to resign from the Board and all respective committees of which he was a member, effective immediately. Mr. McMillen’s resignation is not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.
In connection with the resignation of Mr. McMillen, Michael McGarrity, an existing independent director and current member of the Nominating and Corporate Governance Committee, was appointed as the new chair of the Nominating and Corporate Governance Committee by the Board. In addition, Bradley Buswell, current Chairman of the Board and an existing independent director, was appointed by the Board to serve on the Audit Committee to replace the vacancy left by the resignation of Mr. McMillen.
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: August 27, 2025 | SCANTECH AI SYSTEMS INC. | |
|---|---|---|
| By: | /s/ Dolan Falconer | |
| Name: | Dolan Falconer | |
| Title: | Chief Executive Officer |