UNITED STATES
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): October 18, 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)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 |
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 a Material Definitive Agreement.
On October 18, 2024, Jet. AI Inc. (the “Company”) and Ionic Ventures, LLC (“Ionic”) entered into a letter agreement (the “Letter Agreement”) that set forth certain understandings and agreements among the Company and Ionic related to that certain Securities Purchase Agreement dated March 28, 2024 (the “SPA”) and the documents and agreements entered into by the parties in connection therewith.
Under the Letter Agreement Ionic, agreed to refrain from taking action to protect its legal rights under the SPA, and the related documents and agreements among the parties, related to a transaction that may be effected utilizing the registration statement on Form S-3 (File No. 333-281578) as generally identified in the Letter Agreement. In consideration for Ionic’s consent, the Company has agreed to, among other things, change the Conversion Measurement Period (as defined in the Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the “CoD”)) for the first 200 shares of Series B Convertible Preferred Stock that Ionic shall hold upon exercise of the warrant to purchase up to 1,500 shares of Series B Preferred Stock, issued to Ionic on March 29, 2024 (the “Warrant”), to begin on March 28, 2024 and to end in accordance with the CoD. The rights and preferences of the Series B Convertible Preferred Stock have been described in various reports previously filed by the Company with the SEC.
A copy of the Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The above summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference such agreement and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.
| | JET.AI INC. |
| | | |
| | By: | /s/ Michael Winston |
| | | Michael Winston |
| | | Executive Chairman and Interim Chief Executive Officer |
| | | |
| Date: October 18, 2024 | | |
