ScanTech AI Systems Inc. Files 8-K on Security Holder Rights

TL;DR

ScanTech AI Systems Inc. (STI) filed an 8-K on 12/11/25 detailing changes to security holder rights and corporate bylaws.

AI Summary

ScanTech AI Systems Inc. filed an 8-K on December 11, 2025, reporting material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in Buford, Georgia.

Why It Matters

This filing indicates potential changes to the rights of ScanTech AI Systems Inc. shareholders or amendments to the company's governing documents, which could impact their investment.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to bylaws can signal significant corporate changes that may affect stock value.

Key Numbers

• 001-42463 — SEC File Number (Identifies the company's filing with the SEC.)
• 93-3502562 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ScanTech AI Systems Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Buford, Georgia (location) — Principal executive offices
• December 11, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share STAI The Nasdaq Stock Mar

Filing Documents

• tm2533247d1_8k.htm (8-K) — 29KB
• tm2533247d1_ex3-1.htm (EX-3.1) — 13KB
• 0001104659-25-120489.txt ( ) — 210KB
• stai-20251211.xsd (EX-101.SCH) — 3KB
• stai-20251211_lab.xml (EX-101.LAB) — 33KB
• stai-20251211_pre.xml (EX-101.PRE) — 22KB
• tm2533247d1_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the "Current Report") is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 11, 2025, ScanTech AI Systems Inc. (the "Company") filed a certificate of amendment to the Company's Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effectuate a 1-for-20 reverse stock split (the "Reverse Stock Split") of the outstanding shares of the Company's common stock, par value $0.0001 per share ("Common Stock"). The Company's stockholders previously approved future reverse stock splits and granted the board of directors the authority to determine the exact split ratios and when to proceed with any such reverse stock splits at the Company's Annual Meeting of Stockholders ("Annual Meeting") held on November 21, 2025. The Reverse Stock Split will become effective on December 15, 2025, at 5:00 p.m., Eastern Time (the "Effective Time") and the Common Stock is expected to begin trading on The Nasdaq Stock Market on a Reverse Stock Split-adjusted basis on December 16, 2025, at market open under the existing ticker symbol, "STAI." As of the Effective Time, every 20 shares of the Company's issued and outstanding Common Stock will be combined into one share of Common Stock. The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company's post-Reverse Stock Split Common Stock CUSIP number will be 80603V203. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price per share of the Common Stock (as adjusted for the Reverse Stock Split) on the Nasdaq Stock Market on December 15, 2025. The foregoing description of the Amendment is qualified in its entirety by reference to th

Forward-Looking Statements

Forward-Looking Statements This Current Report includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will," "would," "expected," or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company's Common Stock. Forward-Looking statements are statements that are not historical facts. Such forward-looking materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment filed with the Delaware Secretary of State on December 11, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2025 SCANTECH AI SYSTEMS INC. By: /s/ Dolan Falconer Name: Dolan Falconer Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR