Jet.AI Enters Material Agreement, Unregistered Equity Sales

TL;DR

**Jet.AI just made a big deal and sold some stock privately, watch for dilution.**

AI Summary

On January 17, 2024, Jet.AI Inc. entered into a material definitive agreement and conducted unregistered sales of equity securities. This filing indicates that the company is actively engaging in financial transactions that could dilute existing shareholder value if new shares are issued, or provide capital for growth if the sales are strategic. Investors should monitor the specifics of these agreements to understand the potential impact on their holdings.

Why It Matters

This filing signals potential changes in Jet.AI's capital structure and ownership, which could impact stock valuation and future growth prospects.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution for existing shareholders, creating medium risk.

Analyst Insight

A smart investor would investigate the details of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the terms, pricing, and potential dilution or capital infusion for Jet.AI Inc. before making any investment decisions.

Key Players & Entities

• Jet.AI Inc. (company) — registrant
• January 17, 2024 (date) — date of earliest event reported
• Delaware (location) — state of incorporation
• 001-40725 (number) — Commission File No.
• 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 (location) — Address of Principal Executive Offices
• 702-747-4000 (number) — Registrant’s Telephone Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share JTAI The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share JTAIW The Nasdaq Stock Ma
• $15.00 — of Common Stock at an exercise price of $15.00 per share JTAIZ The Nasdaq Stock Ma

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex10-29.htm (EX-10.29) — 66KB
• 0001493152-24-002786.txt ( ) — 352KB
• jetai-20240117.xsd (EX-101.SCH) — 4KB
• jetai-20240117_def.xml (EX-101.DEF) — 27KB
• jetai-20240117_lab.xml (EX-101.LAB) — 37KB
• jetai-20240117_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2024 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.) 10845 Griffith Peak Dr. Suite 200 Las Vegas , NV 89135 (Address of Principal Executive Offices) (702) 747-4000 (Registrant's Telephone Number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): 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 JTAI The Nasdaq Stock Market LLC Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share JTAIW The Nasdaq Stock Market LLC Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share JTAIZ 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 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 1.01 Entry into Material Definitive Agreement. On January 17, 2024, Jet.AI Inc., a Delaware corporation (the "Company"), entered into a Warrant Exchange Agreement (the "Warrant Exchange Agreement") with an unaffiliated third party investor (the "Warrant Holder") with respect to warrants to purchase an aggregate of 194,729 shares of its common stock, par value $0.0001 per share (the "Common Stock") initially issued by the Company in its initial public offering on August 16, 2021 (the "Public Warrants"). Pursuant to the Warrant Exchange Agreement, on January 17, 2024, the Company has issued an aggregate of 194,729 shares of Common Stock to the Warrant Holder in exchange for the surrender and cancellation of the Public Warrants held by such holder. A copy of the form of Warrant Exchange Agreement is filed as Exhibit 10.29 to this Current Report on Form 8-K. The above summary of the Warrant Exchange Agreement does not purport to be complete and is qualified in its entirety by reference thereto and is incorporated herein by reference herein. Item 3.02 Unregistered Sales of Equity Securities. The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Public Warrants pursuant to the Warrant Exchange Agreement was made in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended. Item 9.01 Financial (d) Exhibits. Exhibit Number Description 10.29 Form of Warrant Exchange Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. JET.AI INC. By: /s/ George Murnane Name: George Murnane Title: Interim Chief Financial Officer Date: January 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR