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): December 8, 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. ¨

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On December 8, 2025 (the “Appointment Date”), the Board of Directors (the “Board”) of ScanTech AI Systems Inc. (the “Company”) appointed Michael D.P. Cavanaugh to serve as a member of the Board, effective as of December 8, 2025. Mr. Cavanaugh will serve as a Class II director with a term expiring at the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

Mr. Cavanaugh is an established leader in the management of companies at the forefront of supply chain and industrial automation and digital innovation. Currently and since December 2024, Mr. Cavanaugh serves as Chief Executive Officer of KPI Solutions, a key player in supply-chain consulting and systems integration, where he leads the strategic growth of intelligent software systems to serve clients across an array of innovative markets. Before joining KPI Solutions, Mr. Cavanaugh served as a Group Executive at Indico from August 2023 to November 2024, where he oversaw seven independent industrial automation businesses with approximately $500 million in revenue and 1,000 employees. From 2021 to 2023, Mr. Cavanaugh was President of building management systems at Honeywell International and from 2018 to 2021, Mr. Cavanaugh served as Executive Vice President of Digital & New Business Solutions at Smiths Group.

Mr. Cavanaugh brings extensive experience in industrial automation, digital transformation, and global security technology. The Company believes Mr. Cavanaugh is well qualified to serve as a director due to his prior experience, his ability to scale technology businesses in highly regulated markets such as aviation, nuclear, corrections, and critical infrastructure, and operational matters relevant to the Company’s business.

The Board has determined that Mr. Cavanaugh is an “independent director” under the applicable rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission and has appointed him to serve as a member on the Audit Committee and the Compensation Committee of the Board, and as chair of the Compensation Committee.

There are no arrangements or understandings between Mr. Cavanaugh and any other person pursuant to which he was appointed as a director of the Company. There are no transactions in which Mr. Cavanaugh has an interest that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On December 10, 2025 the Company issued a press release announcing the appointment of Mr. Cavanaugh to the Board 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 in this Item 7.01, including Exhibit 99.1, is being furnished and 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, nor shall it be deemed 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 a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated December 10, 2025, announcing appointment of Michael D.P. Cavanaugh to the Board of Directors.
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: December 10, 2025	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

ScanTech AI Systems Strengthens Strategic Leadership to AccelerateGrowth and Global Commercial Execution with Appointment of Michael D.P. Cavanaugh to Board of Directors

Atlanta,GA — December 10, 2025 — ScanTech AI Systems Inc. (Nasdaq: STAI) (“ScanTech AI” or the “Company”), a developer of advanced AI-powered security screening and imaging technologies, today announced that Michael D.P. Cavanaugh has been appointed to its Board of Directors, enhancing the Company’s strategic, operational, and governance capabilities as it advances its commercialization and global expansion initiatives. The Board of Directors has determined that Mr. Cavanaugh is an “independent director” under the applicable rules of The Nasdaq Stock Market LLC and the Securities and Exchange Commission and has appointed him to serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Cavanaugh brings more than two decades of executive leadership experience across industrial automation, digital transformation, and global security technology. He currently serves as Chief Executive Officer of KPI Solutions, a leading provider of automation, supply-chain integration, and software-driven operational optimization for enterprise customers. His prior leadership positions at Honeywell, Smiths Group, Safran/Morpho Detection, GE, and Indicor span multibillion-dollar business units covering safety, security, imaging, and advanced inspection technologies — directly aligned with ScanTech AI’s core market segments.

His expertise includes AI-enabled operational platforms, SaaS deployment models, predictive analytics, and scaling technology businesses in highly regulated markets such as aviation, nuclear, corrections, and critical infrastructure.

DolanFalconer, Chief Executive Officer of ScanTech AI Systems, said:

“We are extremely pleased to welcome Michael to our Board. His deep experience integrating AI-driven solutions into complex industrial and security environments comes at a pivotal time for ScanTech. As we strengthen our governance, expand our commercial footprint, and scale delivery of SENTINEL® CT across global markets, his insight is expected to support our next stage of growth.”

MichaelD.P. Cavanaugh commented:

“ScanTech AI is well positioned at the intersection of advanced imaging and artificial intelligence — two technologies reshaping how global industries approach safety, inspection, and operational integrity. I look forward to contributing to the Company’s strategic direction as it advances its technology portfolio, market presence, and long-term value creation.”

Mr. Cavanaugh’s appointment further reinforces ScanTech AI’s momentum following a series of recent strategic and operational achievements, including:

·	Continued expansion in the nuclear and critical-infrastructure sectors, highlighted by strong engagement at the World Nuclear Exhibition<br>(WNE) and successful delivery milestones within our security program for a leading North American nuclear power generation group
·	Growing partnerships such as the newly announced collaboration with unival group to support deployment across Europe, the UAE, and<br>Africa
---	---
·	Strengthening of the Company’s financial reporting and governance processes under the oversight of its new independent auditor,<br>Berkowitz Pollack Brant Advisors + CPAs
---	---
·	Progress on its Nasdaq re-compliance roadmap and commercial execution strategy
---	---

About ScanTech AI Systems Inc.

ScanTech AI Systems Inc. (Nasdaq: STAI) develops AI-driven security screening and imaging technologies used in aviation, logistics, nuclear, corrections, and defense applications. Its SENTINEL® CT platform integrates machine learning and high-resolution imaging to detect and identify threats with precision and speed. For more information, visit www.scantechaisystems.com and investor.scantechais.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations, and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning.

Forward-looking statements in this communication include statements regarding the Company’s leadership initiatives, governance and reporting enhancements, commercial execution strategy, technology deployment plans, market-expansion efforts, and ongoing Nasdaq listing-compliance activities. These statements are based on current assumptions and expectations, including assumptions regarding the Company’s ability to execute on its commercial roadmap, maintain sufficient financial resources, and satisfy Nasdaq’s continued listing requirements. There can be no assurance that the Company will achieve these objectives or continue to maintain compliance with Nasdaq’s listing standards. Numerous risks and uncertainties may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

These risks and uncertainties include, among others: (i) the Company’s ability to maintain compliance with Nasdaq’s continued listing standards and deadlines; (ii) risks related to financial reporting, audit processes, internal controls, and governance enhancements; (iii) delays, shifts, or cancellations in customer programs, including in the nuclear, critical-infrastructure, and security-technology sectors; (iv) the timing, cost, and performance of the Company’s SENTINEL® CT and related technologies, including risks associated with manufacturing, deployment, regulatory approvals, and market adoption; (v) changes in geopolitical, competitive, regulatory, or macroeconomic conditions that affect demand for the Company’s products; and (vi) risks associated with the Company’s capital requirements and access to financing. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s filings with the Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. There can be no assurance that the Company’s strategic initiatives, governance enhancements, or commercial plans will be implemented on the timetable or in the manner currently contemplated.

These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Actual results and future events could differ materially from those anticipated in such statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Forward-looking statements speak only as of the date of this release. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.

Investor & Media Contacts

DeMeakeyWilliams, Sr.

Senior Vice President, Sales, Business Development & Investor Relations

ScanTech AI Systems Inc.

Email: dwilliams@scantechais.com

Website: www.scantechaisystems.com

AnnabelleZhang

International Elite Capital Inc.

Email: annabelle@iecapitalusa.com

Tel: +1 (646) 866-7928