Premier Air Charter Holdings Inc. Files 8-K with Key Agreements

TL;DR

Premier Air Charter Holdings Inc. filed an 8-K detailing material agreements, equity sales, and charter amendments.

AI Summary

Premier Air Charter Holdings Inc. filed an 8-K on August 8, 2025, reporting on several key events as of August 5, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and equity transactions, which could impact the company's structure and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Premier Air Charter Holdings Inc. (company) — Registrant
• August 5, 2025 (date) — Earliest event reported
• August 8, 2025 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• ALTAIR INTERNATIONAL CORP. (company) — Former company name

FAQ

Key Financial Figures

• $6,419,269.43 — change an aggregate principal amount of $6,419,269.43 in debt (the "Debt"), including accrued
• $2,756,327 — ary 2, 2024, in the principal amount of $2,756,327.42, (ii) a promissory note issued on Au
• $1,629,953 — ust 1, 2024, in the principal amount of $1,629,953.82, and (iii) an additional amount of $
• $2,140,511.28 — 3.82, and (iii) an additional amount of $2,140,511.28 owed as of March 19, 2025. The Settleme
• $164.19 — ettlement Shares have a stated value of $164.19 per share. The Settlement Shares were i
• $0.04 — re ($164.19) by the conversion price of $0.04 per share (the "Set Price"), subject to

Filing Documents

• prem_8k.htm (8-K) — 35KB
• premier_ex0301.htm (EX-3.1) — 17KB
• premier_ex1001.htm (EX-10.1) — 39KB
• ex0301-1.jpg (GRAPHIC) — 478KB
• 0001683168-25-005806.txt ( ) — 922KB
• prem-20250805.xsd (EX-101.SCH) — 3KB
• prem-20250805_lab.xml (EX-101.LAB) — 33KB
• prem-20250805_pre.xml (EX-101.PRE) — 22KB
• prem_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2025, Premier Air Charter Holdings Inc. (the "Company") entered into a Conversion Agreement (the "Agreement") with Innoworks Employment Services, Inc. (the "Holder"). Pursuant to the Agreement, the Company agreed to exchange an aggregate principal amount of $6,419,269.43 in debt (the "Debt"), including accrued interest thereon, owed by the Company's wholly-owned subsidiary, Premier Air Charter, Inc., to the Holder, for 100,000 shares of the Company's Series A Preferred Stock (the "Settlement Shares"). The Debt arises from an Amended and Restated Promissory Installment Note dated March 19, 2025, which consolidated and amended (i) a promissory note issued on February 2, 2024, in the principal amount of $2,756,327.42, (ii) a promissory note issued on August 1, 2024, in the principal amount of $1,629,953.82, and (iii) an additional amount of $2,140,511.28 owed as of March 19, 2025. The Settlement Shares are to be issued pursuant to the terms of the Certificate of Designation of Series A Preferred Stock (the "Certificate of Designation"). The Agreement includes customary representations, warranties, and covenants by both the Company and the Holder, including representations regarding ownership of the Debt, authority to enter into the Agreement, investment intent, and accredited investor status. The parties also agreed to mutual indemnification for breaches of representations, warranties, or covenants. Upon issuance of the Settlement Shares, the Debt will be terminated in its entirety and will no longer represent an outstanding obligation of Premier Air Charter, Inc. or the Company. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Settlement Shares have a stated value of $164.19 per share. The Settlement Shares were issued in a private transaction not involving a public offering. The Settlement Shares were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The Holder represented to the Company that it is an "accredited investor" as defined in Rule 501(a) of Regulation D and that it is acquiring the Settlement Shares for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof. Each share of Series A Preferred Stock is convertible, at any time at the option of the holder, into shares of the Company's common stock determined by dividing the stated value of such share ($164.19) by the conversion price of $0.04 per share (the "Set Price"), subject to adjustment for stock dividends, stock splits, combinations, reclassifications, or similar events. Conversions are subject to a beneficial ownership limitation preventing the holder (together with its affiliates) from beneficially owning more than 4.9% of the Company's outstanding common stock immediately after giving effect to such conversion, which limitation may not be waived.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On August 6, 2025, the Company designated 100,000 shares of its preferred stock as Series A Preferred Stock by filing the Certificate of Designation with the Secretary of State of the State of Nevada. The Certificate of Designation became effective upon filing. The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Index of Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series A Preferred Stock of Premier Air Charter Holdings Inc., dated August 6, 2025. 10.1 Conversion Agreement, dated as of August 5, 2025, by and between Premier Air Charter Holdings Inc. and Innoworks Employment Services, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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. Premier Air Charter Holdings Inc. Date: August 8, 2025 By: /s/ Sandra J. DiCocco Bonar Name: Sandra J. DiCocco Bonar Title: Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR