Atlanta, GA, Nov. 24, 2025 (GLOBE NEWSWIRE) -- ScanTech AI Systems Inc. (the "Company" or "ScanTech AI") (NASDAQ:STAI), a developer of advanced AI-powered security screening and imaging systems, today announced that it has entered into a non-binding term sheet with ARC Group International Ltd. ("ARC Group") for a proposed $20 million subordinated convertible note facility financing (the "Proposed Financing").

The Company believes that this prospective financing will complement and operate alongside the Company's previously announced ARC Investment Agreement and Equity Line of Credit ("ELOC"), providing ScanTech with greater flexibility in managing working capital, supporting ongoing commercial deployments, and strengthening its balance sheet as it executes its near-term growth objectives.

Under the term sheet, the Company would have access to up to $6 million upon the initial closing, following the filing of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the "SEC") and receipt of required shareholder approvals. Subsequent tranches of $2 million each are expected to be available every forty-five trading days after the first tranche, subject to the Company not being in default and other customary conditions. The convertible notes contemplated by the term sheet are subordinated convertible notes bearing a 9% annual dividend and a 3% original issue discount, and are convertible into shares of the Company's common stock at a price equal to 110% of the closing price of the common stock on the trading day prior to signing the term sheet, subject to a $1.00 per share floor. The term sheet also contemplates five-year warrants representing up to 30% of each disbursed tranche, with an exercise price initially set at the average closing price of the common stock for the five trading days immediately preceding the closing of each tranche, subject to customary anti-dilution adjustments.

Dolan Falconer, Chief Executive Officer of ScanTech AI Systems, commented, "The Company believes this proposed financing builds on our existing relationship with ARC Group and would further strengthen our liquidity position as we scale our technology platform across the aerospace, nuclear, and industrial sectors. Combined with the recently signed Purchase Agreement, this facility is designed to give us a flexible set of tools to support execution of current contracts, expansion of field deployments, and continued operational progress."

The Company emphasized that the term sheet is non-binding, and any transaction remains subject to the negotiation and execution of definitive agreements, completion of due diligence, and satisfaction of customary closing conditions. ScanTech cannot provide assurances that the proposed financing will be completed on the terms described or at all.

About ScanTech AI

ScanTech AI Systems Inc. (NASDAQ:STAI) has developed one of the world's most advanced non-intrusive ‘fixed-gantry' CT screening technologies. Utilizing proprietary artificial intelligence and machine learning capabilities, ScanTech AI's state-of-the-art scanners accurately and quickly detect hazardous materials and contraband. Engineered to automatically locate, discriminate, and identify threat materials and items of interest, ScanTech AI's solutions are designed for use in airports, seaports, borders, embassies, corporate headquarters, government and commercial buildings, factories, processing plants, and other facilities where security is a priority.

For more information, visit www.scantechais.com and investor.scantechais.com.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations, estimates, forecasts, and projections, and the beliefs and assumptions of management. Words such as "expects," "intends," "plans," "believes," "seeks," "may," "will," "should," "anticipates," or the negative or plural of these words, and similar expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These statements relate to, among other things, the Company's ability to draw funds under the equity line of credit, complete additional financings, maintain Nasdaq listing compliance, execute its growth strategy, and develop or commercialize its technologies. The Company cannot draw funds under the equity line of credit until the shares of common stock to be issued under the equity line of credit are registered with the SEC. Additionally, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company's control, that could cause actual results to differ materially from those expressed or implied herein.

These risks and uncertainties include, but are not limited to: market conditions; dilution and volatility associated with equity financings; the Company's ability to remain in compliance with Nasdaq listing standards; operational and regulatory risks in the artificial intelligence and security technology sectors; product and service acceptance; regulatory oversights; whether ScanTech AI will have sufficient capital to operate as anticipated; and other factors detailed in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Should one or more of these risks of uncertainties materialize, or should any of the assumptions of ScanTech AI prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release and are based on the information available to ScanTech AI as of the date hereof. ScanTech AI assumes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as may otherwise be required under applicable law.

Media Contact

ScanTech AI Systems Inc.

D. Williams Sr. VP Sales & Investor/Government Relations

jwhite@scantechibs.com

Investor & Media Relations Contact:

International Elite Capital Inc.

Annabelle Zhang

+1(646) 866-7928

annabelle@iecapitalusa.com

ScanTech AI Systems Signs Term Sheet for $20 Million Financing with ARC Group to Enhance Liquidity and Strategic Flexibility