Scantech Ai Systems INC. 8-K Filing

Ticker: STAI · Form: 8-K · Filed: Dec 29, 2025 · CIK: 1994624

Sentiment: neutral

Filing Stats: 1,085 words · 4 min read · ~4 pages · Grade level 11.3 · Accepted 2025-12-29 16:27:11

Key Financial Figures

Filing Documents

01

Item 1.01 Entry into a Material Definitive Agreement. On December 22, 2025, ScanTech AI Systems Inc. (the "Company") and Vanquish Funding Group Inc. ("Vanquish") entered into a securities purchase agreement (the "Agreement"). Pursuant to the terms of the Agreement, the Company issued a convertible promissory note (the "Note") to Vanguish with a total principal amount of up to $270,900. The Note bears interest at an annual rate of 10% and matures on October 22, 2026 (the "Maturity Date"). The Note further bears an original issue discount price of $12,900. Vanquish has the right, but not the obligation, to convert, at any time following 180 days following the date of the Agreement and the Note and prior to the later of the Maturity Date or the date of payment of the Default Amount (as defined below), all or any portion of the outstanding Principal Amount, accrued interest and fees due and payable thereon into shares (the "Conversion Shares") of the Company's common stock. Conversion Shares shall refer to any unpaid principal amount and interest as of the date of the conversion notice, plus any shares that should be issued, should Default Interest (as defined below) be applied. The conversion price for the Conversion Shares is equal to 75% of the average of the two lowest trading prices for the Company's common stock during the ten trading day period preceding the conversion date. "Trading Price" means the price at which a trade of the Company's common stock is reported by a reliable reporting service designated by Vanquish. Vanquish is prohibited from converting an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of the Company's common stock beneficially owned by Vanquish and 4.99% of the outstanding shares of the Company's common stock. The Lender may not waive such 4.99% limitation. For purposes of the Note, "Default Amount" shall mean an amount equal to 150% times the sum of,

03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02. The Company expects to issue the Conversion Shares in reliance on the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) under the Securities Act as a transaction not involving a public offering.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated December 22, 2025, by and between the Company and Vanquish. 10.2 Convertible Promissory Note, dated December 22, 2025, by and between the Company and Vanquish. 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 29, 2025 SCANTECH AI SYSTEMS INC. By: /s/ Dolan Falconer Name: Dolan Falconer Title: Chief Executive Officer

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