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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): November 18, 2024
Jet.AI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40725 |
|
93-2971741 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
File
Number) |
|
Identification
No.) |
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code) (702) 747-4000
None
(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) |
| |
|
| ☐ |
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 250.13e-4 (c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
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 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events.
Compliance
with Nasdaq Listing Rule 5550(b)(1)
As
previously disclosed, Jet.AI Inc. (the “Company”) received a letter on December 1, 2023, notifying the
Company that its stockholders’ equity had fallen below the requirements set forth in Nasdaq’s continued listing standards
(the “Minimum Equity Requirement”). The Company’s stockholders’ deficit as of December 31, 2023, was
$(3,963,039). The notification of noncompliance had no immediate effect on the listing or trading of the Company’s common stock,
$0.0001 par value (the “Common Stock”) on Nasdaq.
Initially,
the Company had 180 calendar days, or until May 29, 2024, to regain compliance with the Minimum Equity Requirement. Although the Company
did not regain compliance with the Minimum Equity Requirement by May 29, 2024, the Nasdaq Hearings Panel provided the Company
until November 26, 2024, to regain compliance with the Minimum Equity Requirement after the Company elected to transfer the listing of
its Common Stock to The Nasdaq Capital Market on August 14, 2024. To regain compliance, the minimum stockholders’ equity of the
Company must meet or exceed $2.5 million.
Since
the Nasdaq Hearings Panel provided the Company an extension to regain compliance with the Minimum Equity Requirement, the Company
has completed the following transactions1:
| |
● |
Jet
Token executed a Share Purchase Agreement, dated as of August 4, 2022 (the “GEM SPA”), with GEM Yield LLC SCS
and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), which was automatically assumed by the
Company when the Company acquired Jet Token. The Company has the right to periodically issue and sell to GEM, and GEM has agreed
to purchase, up to $40,000,000 aggregate value of shares of Common Stock during the 36-month period following the date of listing
on Nasdaq. During the nine months ended September 30, 2024, the Company issued 14,221 shares of Common Stock pursuant to the GEM
SPA for total consideration of $1.7 million. Subsequent to September 30, 2024, the Company
issued an additional 81,110 shares of Common Stock under the GEM SPA, resulting in approximately $1,622,745
in gross proceeds to the Company. This had the effect of increasing the Company’s
stockholders’ equity by approximately $822,745. (For additional details on these transactions, see the Company’s Quarterly
Report on Form 10-Q filed with the SEC on November 14, 2024.) |
| |
|
|
| |
● |
On
March 28, 2024, the Company entered into a Securities Purchase Agreement (“Ionic SPA”) with Ionic Ventures, LLC
(“Ionic”) for a private placement, which closed on March 29, 2024. In connection with the Ionic SPA, the Company
issued 150 shares of the Company’s Series B Preferred Stock, a warrant to purchase up to 1,500 shares of Series B Convertible
Preferred Stock, at an exercise price of $10,000 per share, and 250,000 shares of Common Stock. In October 2024, the Company issued
an additional 150 shares of Series B Preferred Stock upon the exercise of 150 Series B Preferred warrants for total consideration
of $1,500,000.During October 2024, the Company issued 131,647 shares of Common Stock upon the conversion of 200 shares of
Series B Convertible Preferred Stock. In November 2024, the Company issued a further 94,753 shares upon the conversion of
an additional 150 shares of Series B Convertible Preferred Stock. Additionally, on November 14, 2024, Ionic exercised its warrant
to acquire an additional 250 shares of Series B Convertible Preferred Stock, resulting in $2,500,000 in gross proceeds to the
Company. These two transactions had the effect of increasing the Company’s stockholders’ equity by approximately $3,825,000.
(For additional details on these transactions, see the Company’s Annual Report on Form 10-K filed on April 1, 2024, and the
Company’s Current Report on Form 8-K filed with the SEC on April 19, 2024.) |
| |
|
|
| |
● |
On
August 21, 2024, the Company entered into a Settlement Agreement and Stipulation, effective on August 28, 2024 (the “Sunpeak
Settlement Agreement”), with Sunpeak Holdings Corporation (“SHC”) to settle outstanding claims owed
to SHC. Pursuant to the Sunpeak Settlement Agreement, SHC agreed to purchase certain outstanding payables between the Company and
designated vendors of the Company totaling approximately $2.4 million (the “SHC Claims”) and agreed to satisfy
the SHC Claims with shares of Common Stock (the “Settlement Shares”). During the nine months ended
September 30, 2024, the Company issued 12,444 shares of Common Stock for settlement of approximately $240,000 in SHC Claims
under the Sunpeak Settlement Agreement. Subsequent to September 30, 2024, the Company issued an additional 150,043 shares of Common
Stock for settlement of approximately $1,877,426 in SHC Claims. This
had the effect of increasing the Company’s stockholders’ equity by approximately $1,610,759. (For additional details
on these transactions, see the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2024.) |
1 On
November 12, 2024 the Company effected a 1-for-225 reverse stock split of its outstanding shares of Common Stock. References in this
report to shares and price per share amounts for transactions effected prior to November 12, 2024 described in this report may not give
effect to that reverse stock split.
| |
● |
On
October 10, 2024, the Company entered into a Securities Purchase Agreement
with several institutional investors for the sale by the Company of 26,666,666 shares of Common Stock at a per
share price of $0.09. The gross proceeds to the Company from the offering was approximately $2.4 million, before deducting the placement
agent’s fees and other estimated offering expenses payable by the Company. This had the effect of increasing the Company’s
stockholders’ equity by approximately $2,157,000. (For additional details
on this transaction, see the Company’s Current Report on Form 8-K filed with the SEC on October 11, 2024.) |
| |
|
|
| |
● |
On
October 21, 2024, the Company entered into a Securities Purchase Agreement
with several institutional investors for the sale by the Company of an aggregate of 15,625,000 shares of Common
Stock at a per share price $0.096. The gross proceeds to the Company from the offering was approximately $1.5 million, before deducting
the placement agent’s fees and other estimated offering expenses payable by the Company. This had the effect of increasing
the Company’s stockholders’ equity by approximately $1,370,000.
(For additional details on this transaction, see the Company’s Current Report on Form 8-K filed with the SEC on October 22,
2024.) |
| |
|
|
| |
● |
On
October 25, 2024, the Company entered into an Equity Distribution Agreement with Maxim Group, LLC (the “Agent”)
pursuant to which the Agent will act as the Company’s sales agent with
respect to the offer and sale from time-to-time of shares of Common Stock having an aggregate gross sales price of up to $5.4 million.
Through November 14, 2024, the Company sold 53,185 shares under the Equity Distribution Agreement for gross proceeds
of $748,862. This had the effect of increasing the Company’s stockholders’
equity by approximately $716,396. |
As
a result of these transactions described above, as of the date of this Current Report on Form 8-K, the Company believes it has stockholders’
equity above the $2.5 million Minimum Equity Requirement. Specifically, the Company’s stockholders’ equity as of the date
of this filing is approximately $4.0 million (and cash and cash equivalents are $3.6 million). Therefore, the Company believes
it has regained compliance with the Minimum Equity Requirement.
On
November 18, 2024, the Company issued a press release announcing that it believes that it has regained compliance with Nasdaq Listing
Rule 5550(b)(1). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the Company and the Share Repurchase Program. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as
a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results.
As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Given
these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of
other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from
those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s Annual
Report on Form 10-K filed with the SEC for the year ended December 31, 2023, as updated by the Company’s subsequent reports and
filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing
hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of
such statements to reflect future events or developments, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d)
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/
George Murnane |
| |
|
George
Murnane |
| |
|
Interim
Chief Financial Officer |
| |
|
|
| November
18, 2024 |
|
|
Exhibit
99.1
Jet.AI
to Regain Compliance with Nasdaq Stockholders’ Equity Requirement
LAS
VEGAS, November 18, 2024 (GLOBE NEWSWIRE) — Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation
and artificial intelligence (“AI”) company, today announced it believes it has regained compliance with the minimum stockholders’
equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1).
Jet.AI
Chairman and CEO Mike Winston stated, “We appreciate the consideration NASDAQ has shown Jet.AI. The Company has strong cash ($3.6
million) and book equity ($4 million) positions, with no debt, roughly 840 thousand shares and good visibility on aircraft deliveries.
Today is an important day for Jet.AI in its continued mission to build shareholder value and we thank all those who have contributed
to our return to compliance.”
As
previously disclosed, the Company received a letter on December 1, 2023, notifying the Company that its amount of stockholders’
equity had fallen below the $10 million minimum stockholders’ equity requirement (the “Minimum Equity Requirement”).
The Company’s stockholders’ deficit as of December 31, 2023, was $(3,963,039). The notification of noncompliance had no immediate
effect on the listing or trading of the Company’s Common Stock.
Initially,
the Company had 180 calendar days, or until May 29, 2024, to regain compliance with the Minimum Equity Requirement. Although the Company
did not regain compliance with the Minimum Equity Requirement by May 29, 2024, the Nasdaq Hearings Panel determined to provide the Company
until November 26, 2024, to regain compliance with the Minimum Equity Requirement after the Company elected to transfer the listing of
its Common Stock to The Nasdaq Capital Market on August 14, 2024. To regain compliance, the minimum stockholders’ equity of the
Company must meet or exceed $2.5 million.
Since
the Nasdaq Hearings Panel provided the Company with an extended time period to regain compliance with the Minimum Equity Requirement,
the Company has completed the following transactions listed in the Form 8-K filed on November 18, 2024, which can be viewed here on Jet.AI’s
EDGAR page.
As
a result of these transactions described in the Form 8-K filed on November 18, 2024, and with approximately $4.0 million in shareholders’
equity and cash and cash equivalents of $3.6 million, the Company believes it has stockholders’ equity above the $2.5 million Minimum
Equity Requirement. Therefore, the Company believes it has regained compliance with the Minimum Equity Requirement.
As
of November 18, 2024, there were 839,733 shares of the Company’s common stock, par value $0.0001, issued and outstanding.
About
Jet.AI
Jet.AI
operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI
Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience.
The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue,
maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet cards, on-fleet charter,
management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup® champions.
The Company was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA.
Forward-Looking
Statements
This
press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the
federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, and Jet.AI’s projected future results. Statements
that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial
condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections
about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results
to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which
speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied
in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed
with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put
undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking
statements, whether because of new information, future events, or otherwise, except as provided by law.
Jet.AI
Investor Relations:
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
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