Jet.AI Inc. Faces Delisting Concerns

TL;DR

Jet.AI (JTAI) might get delisted, former SPAC Oxbridge Acquisition Corp.

AI Summary

Jet.AI Inc. filed an 8-K on April 19, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The company was formerly known as Oxbridge Acquisition Corp. and changed its name on May 11, 2021. The filing also includes other events and financial statements.

Why It Matters

This filing indicates potential issues with Jet.AI Inc.'s continued listing on an exchange, which could significantly impact its stock price and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to investors.

Key Players & Entities

• Jet.AI Inc. (company) — Filer of the 8-K report
• Oxbridge Acquisition Corp. (company) — Former name of Jet.AI Inc.
• April 15, 2024 (date) — Earliest event date reported
• April 19, 2024 (date) — Filing date of the 8-K
• May 11, 2021 (date) — Date of name change from Oxbridge Acquisition Corp.

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
• $1.00 — y's Class A Common Stock has been below $1.00 per share for 30 consecutive business d
• $15,000 — an amount not to exceed an aggregate of $15,000. The Company paid Maxim a total of $120
• $120,000 — ,000. The Company paid Maxim a total of $120,000 out of the gross proceeds it received o
• $1,050,000 — ligated to pay Maxim cash fees of up to $1,050,000. The Company also granted Maxim a rig

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-33.htm (EX-10.33) — 70KB
• 0001493152-24-015381.txt ( ) — 362KB
• jtai-20240415.xsd (EX-101.SCH) — 4KB
• jtai-20240415_def.xml (EX-101.DEF) — 27KB
• jtai-20240415_lab.xml (EX-101.LAB) — 37KB
• jtai-20240415_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 8KB

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): April 15, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On April 15, 2024, Jet.AI, Inc. (the "Company") received notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company's Class A Common Stock has been below $1.00 per share for 30 consecutive business days (the "Minimum Bid Price Requirement"). The notification of noncompliance has no immediate effect on the listing or trading of the Company's Common Stock on The Nasdaq Global Market. The Company has 180 calendar days, or until October 14, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of the Company's Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance with the Minimum Bid Price Requirement by October 14, 2024, the Company may be eligible for an additional 180-calendar day compliance period if it elects to transfer to The Nasdaq Capital Market to take advantage of the additional compliance period offered on that market. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. The Company's failure to regain compliance during this period could result in delisting. The Company intends to actively monitor the bid price of its Common Stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with Nasdaq Listing Rule 5450(a)(1), or maintain compliance with any other listing requirements, or satisfy the requirements necessary to transfer the listing of its Common Stock to The Nasdaq Capital Market. Item 8.01 Other Events. As previously disclosed, on March 28, 2024 the Company entered into a Securities Purchase Agreement (the Securities Purchase Agreement") with Ionic Ventures, LLC ("Ionic") for a private placement, which closed on March 29, 2024. In connection with the transactions under the Securities Purchase Agreement, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with Maxim Group LLC ("Maxim"). Pursuant to the terms of th

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