UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02 | Termination of a Material Definitive Agreement. |
To the extent required by this Item 1.02, the information set forth under Item 2.04 is incorporated by reference into this Item 1.02.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
ScanTech AI Systems Inc. (the “Company”) previously entered into a senior secured promissory note (the “Note”) with 340 Broadway Holdings LLC (“340 Broadway”) with a total principal amount of $1,000,000 which bears interest at an annual rate of 15% and matures on January 22, 2026. Subsequently, 340 Broadway assigned the Note to Silverback Capital Corporation (“Silverback”).
On October 23, 2025, the Company received written notice (the “Silverback Notice”) from Silverback that asserted that the Company failed to make a quarterly interest rate payment as of October 22, 2025 and failed to notify Silverback five business days in advance that the Company would not make the quarterly interest rate payment. Silverback asserts that such violation constitutes an “Event of Default” under the Note and requires that the quarterly interest rate payment be capitalized into the principal amount of the Note. The Silverback Notice claims that, as of October 23, 2025, the outstanding principal amount of the Note is $1,112,500.
The Company is providing the disclosure in this Current Report on Form 8-K relating to the Silverback Notice to comply with the Company’s filing requirements with the U.S. Securities and Exchange Commission (the “SEC”) but does not by virtue hereof admit that the Company agrees with any assertion, claim, or figure contained in the Silverback Notice. The Company is reviewing the Silverback Notice and the Note and its amendments in their entirety, and reserves the right to dispute the assertions, claims, and figures made in the Silverback Notice. If the Company is unable to resolve the assertions in the Silverback Notice, it could have a material adverse effect on the Company’s liquidity, financial condition, and results of operations.
Further, as previously disclosed, the Company entered into a Securities Purchase Agreement with 340 Broadway, effective as of July 3, 2025, pursuant to the terms of which the Company issued a senior secured promissory note (the “340 Broadway/SPCC Note”) to 340 Broadway with a total principal amount of up to $1,500,000. Subsequently, 340 Broadway assigned a portion of the 340 Broadway/SPCC Note to Southern Point Capital Corporation (“SPCC”).
Under the 340 Broadway/SPCC Note, an “Event of Default” includes: “The occurrence of an Event of Default under and as defined herein or any event of default (or similar term) under any other agreement evidencing indebtedness of at least $100,000.” Consequently, the alleged Event of Default under the Note may also constitute an Event of Default under the 340 Broadway/SPCC Note. An Event of Default under the 340 Broadway/SPCC Note could result in additional default interest at a rate of 18% per annum and a greater conversion discount underlying the 340 Broadway/SPCC Note for all future conversions of principal or interest under the 340 Broadway/SPCC Note into common stock.
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: October 28, 2025 | SCANTECH AI SYSTEMS INC. | |
| By: | /s/ Dolan Falconer | |
| Name: | Dolan Falconer | |
| Title: | Chief Executive Officer | |