UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 222, ~~2025~~2026

ScanTech AI Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42463

93-3502562

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)

1735 Enterprise Drive

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 12.0104. ~~Entry~~Triggering ~~into~~Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~December~~May 2214, 2025, ~~ScanTech~~ ScanTech AI Systems Inc. (the “Company”) entered into a Business Loan and ~~Vanquish~~Security ~~Funding~~Agreement, ~~Group~~as ~~Inc.~~amended (collectively, the “~~Vanquish~~Loan Agreement”), ~~entered~~with ~~into~~Maximcash aSolutions ~~securities purchase~~LLC ~~agreement~~ (the “~~Agreement~~Lender”). Pursuant to the ~~terms~~Loan ~~of the~~ Agreement, the Company’s ~~issued a convertible promissory~~outstanding ~~note~~obligations ~~(the~~thereunder ~~“Note”)~~were todue ~~Vanguish~~and ~~with~~payable aon ~~total~~December ~~principal amount of up to $270~~31,~~900~~ 2025. The ~~Note~~Company ~~bears~~did ~~interest~~not atremit anpayment ~~annual~~in ~~rate~~full ~~of 10% and matures~~ on ~~October~~or ~~22,~~prior ~~2026~~to ~~(the~~December ~~“Maturity Date”). The Note further bears an original issue discount price of $12~~31,~~900~~ 2025.

~~Vanquish~~On ~~has~~January ~~the right~~2, ~~but~~ ~~not the obligation~~2026, ~~to convert, at any time following 180 days following~~ the Company ~~date~~received ofa ~~the~~written ~~Agreement~~notice ~~and~~from ~~the~~counsel ~~Note and prior~~ to the ~~later of~~Lender (the ~~Maturity~~“Notice”) ~~Date~~stating orthat ~~the date of payment of the Default Amount (as defined below),~~ all oroutstanding ~~any~~obligations ~~portion of~~ under the ~~outstanding~~Loan ~~Principal Amount,~~Agreement ~~accrued~~were ~~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~~December ~~date of the conversion notice~~31, ~~plus~~2025 ~~any~~and ~~shares that~~demanding ~~should~~payment bein ~~issued,~~immediately ~~should~~available ~~Default Interest (as defined below) be applied~~funds. The ~~conversion~~Notice ~~price for the Conversion Shares is equal~~further tostated ~~75%~~that, ofas ~~the~~communicated ~~average~~in ofdiscussions ~~the~~with ~~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~~may ~~stock~~still isenter ~~reported~~into by a ~~reliable~~ ~~reporting~~written ~~service~~loan ~~designated~~extension byagreement; ~~Vanquish. Vanquish is prohibited from converting an amount that would be convertible into that~~however, ~~number of Conversion Shares which would exceed~~ the ~~difference~~Notice ~~between~~stated ~~the~~that ~~number~~any ofsuch ~~shares~~extension ofagreement ~~the~~must ~~Company’s~~be ~~common~~fully ~~stock~~executed ~~beneficially owned~~ by ~~Vanquish~~close ~~and 4.99%~~ of ~~the~~business ~~outstanding~~on ~~shares~~January ~~of the Company’s common stock. The Lender may not waive such 4.99% limitation. For purposes of the Note~~6, ~~“Default Amount” shall mean an amount equal to 150% times the sum of~~2026, asmust ofinclude ~~the date of the payment~~definitive ofpayoff ~~the~~and ~~Default~~performance ~~Amount,~~terms ~~(i)~~acceptable ~~the~~to ~~remaining principal amount of~~ the ~~Note~~Lender, ~~(ii) any unpaid~~ and ~~accrued~~that ~~interest; and (iii)~~ an interest-only ~~rate of~~payment ~~22%~~without ona ~~any~~written ~~amount~~extension ~~principal~~agreement oris ~~interest remaining (the “Default Interest”)~~not sufficient.

~~Moreover,~~The ~~the~~Notice ~~Note~~also ~~provides~~stated that ~~in no event will~~ the Company bepledged ~~required to (i) issue~~ shares of the Company’s common stock ~~(or~~as ~~securities~~collateral ~~convertible~~under ~~into~~the orLoan ~~exercisable for~~Agreement. ~~the~~The Company’s ~~common~~understands ~~stock)~~that, as ~~exceeding~~part ~~19.99%~~ of the ~~Company~~parties’s ~~common~~original ~~stock~~commercial orunderstanding, ~~exceeding~~the ~~19.99%~~pledged ofcollateral shares, in the ~~voting~~amount ~~power~~of ~~outstanding~~145,926 shares, were asintended ~~determined~~to inbe ~~accordance~~liquidated ~~with~~and the ~~relevant~~net ~~stock~~proceeds ~~exchange~~applied ~~rules~~to (the ~~“Conversion~~outstanding ~~Cap”)~~loan balance, ~~and~~which, ~~(ii)~~based ~~otherwise~~on ~~issue shares of~~ the Company’s ~~common~~current ~~stock~~estimates, would orreduce ~~other~~the ~~securities~~outstanding ~~which~~balance ~~issuance~~to ~~would~~a ~~violate~~relatively ~~any~~small ~~rule~~remaining ofprincipal ~~the~~amount. ~~Securities~~The ~~and~~Company ~~Exchange~~estimates ~~Commission (~~that the ~~“SEC”)~~net orproceeds from the ~~relevant~~sale ~~stock~~of ~~exchange~~the orcollateral ~~trading~~shares ~~market~~would onbe ~~which~~approximately $459,667 at the ~~Company’s~~closing ~~common~~price ~~stock~~of is$3.15 ~~then~~at ~~listed~~closing oron ~~quoted~~January 5, 2026, ~~unless~~which ~~stockholder~~would ~~approval~~reduce isthe ~~obtained~~outstanding ~~pursuant~~principal balance to ~~Rule~~approximately ~~5635~~$12,000 (d)exclusive of ~~the~~accrued ~~Nasdaq~~interest, ~~Stock~~default ~~Market~~interest, ~~rules~~fees, and other charges, if any).

~~Additionally,~~The ~~the~~Notice ~~Company may~~further ~~prepay~~stated that, inupon ~~full~~non-payment, the ~~outstanding~~pledged ~~principal~~shares ~~amount~~would ~~and~~revert ~~any~~to ~~unpaid~~the ~~interest~~Lender byfor ~~giving~~liquidation ~~Vanquish~~and ~~three~~application ~~days~~of ~~written~~proceeds ~~notice. In the event the Company chooses~~ to ~~prepay~~ the ~~Note, the Company shall prepay the sum of all~~ outstanding ~~unpaid principal amount~~balance, ~~all unpaid and accrued~~ ~~interest,~~ and ~~Default Interest~~that, if ~~any,~~the ~~multiplied~~January by6, ~~120%~~2026 ~~should~~deadline ~~the~~passes ~~prepayment~~without ~~come~~payment ~~within~~in 90full ~~days~~or ofa ~~the~~fully ~~date~~executed ofextension agreement, the ~~Note,~~Lender orintends ~~shall~~to befile ~~multiplied~~suit byin ~~125%~~Utah ~~should~~District ~~the~~Court ~~prepayment~~on ~~notice~~January ~~come~~7, ~~within~~2026 91and ~~days~~that ~~and~~collateral ~~190~~enforcement ~~days~~would ~~following~~proceed ~~the~~in ~~date~~parallel ofwith the ~~Note~~lawsuit.

~~Item~~As ~~2.03.~~of ~~Creation~~the date of this Current Report on Form 8-K, the Company is in discussions with the Lender regarding a ~~Direct~~potential ~~Financial~~extension ~~Obligation~~and/or other resolution of the outstanding obligations under the Loan Agreement. There can be no assurance that the Company and the Lender will enter into any extension agreement or another ~~Obligation~~resolution, ~~Under~~or anas ~~Off-Balance~~to ~~Sheet~~the ~~Arrangement~~timing or terms of aany ~~Registrant~~such agreement or resolution.

~~The~~As ~~information~~of ~~set~~January ~~forth~~5, 2026, the aggregate outstanding balance under ~~Item~~the 1Loan Agreement was approximately $530,033 (consisting of approximately $471,750 of principal and $58,283 of accrued interest and other charges).01 ~~above~~Pursuant isto ~~incorporated~~the Loan Agreement, the occurrence and continuance of an event of default may result in, among other things, the imposition of default interest, the acceleration of amounts otherwise not yet due (if applicable), and the exercise of remedies by ~~reference~~the ~~into~~Lender, ~~this~~including ~~Item~~enforcement 2against collateral.~~03.~~

Item 37.0201. ~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure.

~~The~~On ~~information~~January ~~set~~6, ~~forth~~2026 the ~~under~~Company ~~Item~~issued 1a press release providing an update on its Nasdaq trading and related matters.01 ~~above~~A copy of the press release is ~~incorporated~~furnished as byExhibit ~~reference~~99.1 ~~into~~to this ~~Item~~Current 3Report on Form 8-K and is incorporated herein by reference.~~02.~~

The ~~Company~~information ~~expects to~~furnished ~~issue~~under ~~the~~this ~~Conversion~~Item ~~Shares~~7.01, inincluding ~~reliance~~Exhibit on99.1 ~~the~~attached ~~exemption~~hereto, ~~from~~shall ~~the~~not ~~registration~~be ~~requirements~~deemed “filed” for purposes of ~~the~~Section 18 of the Securities Exchange Act of 1934, ~~provided~~as byamended ~~Section 4~~(athe “Exchange Act”)~~(2) under~~, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as aamended, ~~transaction~~or ~~not~~the ~~involving~~Exchange aAct, ~~public~~except ~~offering~~as expressly set forth by specific reference in such filing.

Item 9.01

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.
99.1		Press Release, dated January 6, 2026.
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

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.
Date: January 6, 2026	SCANTECH AI SYSTEMS INC.
	By:	/s/ Dolan Falconer
	Name:	Dolan Falconer
	Title:	Chief Executive Officer

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