Scantech Ai Systems INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share STAI The Nasdaq Stock Mar
• $50,000,000 — ies ("MVLS") had been below the minimum $50,000,000 required for continued listing as set f
• $35 million — here the applicable MVLS requirement is $35 million. This application remains under review.

Filing Documents

• tm2532617d1_8k.htm (8-K) — 33KB
• tm2532617d1_ex99-1.htm (EX-99.1) — 14KB
• 0001104659-25-117770.txt ( ) — 216KB
• stai-20251126.xsd (EX-101.SCH) — 3KB
• stai-20251126_lab.xml (EX-101.LAB) — 33KB
• stai-20251126_pre.xml (EX-101.PRE) — 22KB
• tm2532617d1_8k_htm.xml (XML) — 4KB

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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on May 27, 2025, the Nasdaq Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notified ScanTech AI Systems Inc. (the "Company") that the market value of its listed securities ("MVLS") had been below the minimum $50,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(A) (the "MVLS Rule") for the previous 30 consecutive trading days. Under Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until November 23, 2025, to regain compliance with the MVLS Rule. The Company did not regain compliance with the MVLS Rule by November 23, 2025. Accordingly, on November 26, 2025, the Staff notified the Company (the "Notice") that its securities are subject to delisting from The Nasdaq Global Market. Under the Notice, unless the Company appeals the determination by requesting a hearing before the Nasdaq Hearings Panel by December 3, 2025, trading in the Company's common stock will be suspended at the opening of business on December 5, 2025, and Nasdaq will file a Form 25-NSE with the U.S. Securities and Exchange Commission ("SEC"). The Company has requested a hearing before the Nasdaq Hearings Panel and paid the associated fee. Because the Notice cites non-compliance with Nasdaq Listing Rule 5250(c)(1) as an additional basis for the Staff determination, the Company expects to receive an automatic 15-day stay of suspension under Nasdaq Listing Rule 5815(a)(1)(B) in connection with that deficiency. The Company has also submitted a request for an extended stay of suspension applicable to the full determination, including the MVLS deficiency, pending the outcome of the hearing. At the hearing, the Company plans to present a comprehensive compliance plan addressing both the MVLS Rule and its recent filing status. The Notice also referenced the Company's deli

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Item 8.01. Other Events. On December 2, 2025, the Company issued a press release announcing its receipt of the Notice from Nasdaq. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated December 2, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

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 statements regarding any stays of the suspension of the Company's stock, the Company's ability to remain listed and/or continue trading on Nasdaq, timing for filing the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and possibly regaining compliance with Nasdaq Listing Rule 5250(c)(1), the Company's application to transfer to The Nasdaq Capital Market or ability to satisfy that market's MVLS requirement if transferred, and the Company's management team's expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future. 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 w

SIGNATURES

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 2, 2025 SCANTECH AI SYSTEMS INC. By: /s/ Dolan Falconer Name: Dolan Falconer Title: Chief Executive Officer

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