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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 13, 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 2.02 Results of Operations and Financial Condition.
On
November 14, 2024, Jet.AI Inc. (the “Company”) issued a press release announcing results for its third quarter ended
September 30, 2024, and other recent operational highlights. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 8.01 Other Events.
On
November 13, 2024, the Company issued a press release that its Board of Directors authorized and
approved a share repurchase program (the “Share Repurchase Program”). A copy of the press release is attached hereto
as Exhibit 99.2 and is incorporated herein by reference.
Under
the program the Company may repurchase up to $2 million in value of the Company’s outstanding shares of common stock from
time to time through December 31, 2025. The Company
may buy back its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to
market conditions, pursuant to Rule 10b-18 of the Securities Exchange Act of 1934, and federal and state laws governing such transactions,
through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share
repurchase transactions, purchases through 10b-18 trading plans, or by any combination of such methods. The repurchase program does not
oblige the Company to acquire any specific number of shares and may be modified, discontinued, or suspended at any time.
The
information in Items 2.02 and 8.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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
19, 2024 |
|
|
Exhibit
99.1
Jet.AI
Reports Third Quarter 2024 Financial Results
LAS
VEGAS, November 14, 2024 (GLOBE NEWSWIRE) — Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation
and artificial intelligence (“AI”) company, today announced financial results for the third quarter ended September 30, 2024.
Third
Quarter 2024 and Recent Operational Highlights
| ● | Authorized
$2 million share repurchase program and withdrawal of S-1 registration statement |
| ● | Announced
reverse stock split |
| ● | Participated
in Corporate Jet Investor Miami 2024 |
| ● | Announced
new features and advancements to CharterGPT and Reroute AI |
| ● | Participated
in the 2024 NBAA Business Aviation Convention & Exhibition |
| ● | Opened
new JetLeg.AI app to Beta Testers |
| ● | Announced
updates around proprietary software solutions |
| ● | Entered
into warrant amendments after successful warrant exchange offer and consent solicitation |
| ● | Launched
DynoFlight 2.0 platform, an advanced AI web-based solution for aviation carbon management |
| ● | Completed
exchange offer and consent solicitation relating to its outstanding warrants |
Management
Commentary
Jet.AI
Chairman and CEO Mike Winston commented, “We’re seeing strength across our business, with improvements in our key financial
metrics both year-over-year and quarter-over-quarter. To make our earnings more predictable, we entered an agreement with Textron Aviation
to purchase three Cessna Citation CJ4 jets, which will be delivered in stages—one each in the first, second, and fourth quarters
of 2026. This order complements a proposed fleet deal with Bombardier for Challenger 3500 jets, which would be expected a year later
in the first, second and third quarters of 2027, respectively. Our plan is to pre-sell shares in fleet aircraft to customers before delivery,
maintaining a ‘capital-light’ model in private aviation by reducing upfront costs.”
“We’ve
authorized a share buyback, completed a reverse split and pulled a Form S-1 due to its heavy warrant structure. On a related note, we
also filed an S-3 as a continuation of our previously disclosed transaction with Ionic Ventures LLC. The Company now expects to regain
compliance with NASDAQ’s listing standards by the November 26th deadline.”
Winston
also spoke about advancing CharterGPT, the company’s AI-based booking technology. “Over the next few quarters, we aim to
develop CharterGPT into an ‘AI agent’ that can handle both the customer-facing and backend aspects of the booking process
independently, returning results without extensive human oversight. Expanding sales by hiring more charter brokers isn’t particularly
interesting to us, but expanding sales by using AI brokers with only the most crucial moments of human involvement is very interesting.
Testing this approach is relatively low-cost and may reveal a product market fit for AI-driven sales.”
Third
Quarter 2024 Financial Results
Revenues
were $3.9 million, an increase of $0.5 million compared to the same period last year and $0.8 million compared to the prior quarter.
The primary reason for the increase was due to additional service revenue arising from the Company entering into an agreement to manage
a second customer aircraft in the second quarter of 2024.
Software
App and Cirrus Charter revenue, the gross amount of charters booked through CharterGPT and Cirrus, was $2.4 million, an increase
of $0.5 million compared to the same period last year.
Management and Other Services revenue, which is comprised of revenues generated from managing and chartering our customer aircrafts,
totaled $960,000 compared to $775,000 in the same period last year.
Jet Card and Fractional Programs revenue, which is generated from the sale and use of jet cards and service revenue related to ongoing
utilization by the Company’s fractional customers, totaled $547,000 compared to $732,000 in the same period last year.
Cost
of revenues totaled $3.9 million compared to $3.2 million in the same period last year. The increase is primarily due to an increase
in Cirrus charter flight activity, costs related to the operation of aircraft and payments to Cirrus for their management.
Gross
loss totaled approximately $14,000 compared to a gross profit of $170,000 in the same period last year and gross loss of $417,000
in the prior quarter. The result was largely driven by reduced flights performed for the Company’s jet card customers without a
corresponding reduction in fixed costs.
Operating
expenses totaled $2.9 million compared to $4.4 million in the same period last year. The decrease was primarily due to the improvement
in general and administrative, sales & marketing, and research & development expenses.
Operating loss decreased to approximately $2.9 million compared to $4.3 million in the same period last year and $3.2 million
in the prior quarter. The improvement was primarily due to the aforementioned reasons above.
As of September 30, 2024, the Company had cash and cash equivalents of approximately $312,000 compared to $528,000 as of June
30, 2024, and $2.5 million of cash and cash equivalents as of today, November 14th, 2024.
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
JET.AI,
INC.
(FORMERLY
JET TOKEN, INC.)
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| |
September 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
(Audited) | |
| |
| | |
| |
Assets | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 311,883 | | |
$ | 2,100,543 | |
Accounts receivable | |
| 167,701 | | |
| 96,539 | |
Other current assets | |
| 78,403 | | |
| 190,071 | |
Prepaid offering costs | |
| 628,006 | | |
| 800,000 | |
Total current assets | |
| 1,185,993 | | |
| 3,187,153 | |
| |
| | | |
| | |
Property and equipment, net | |
| 5,692 | | |
| 7,604 | |
Intangible assets, net | |
| 86,745 | | |
| 73,831 | |
Right-of-use lease asset | |
| 1,180,824 | | |
| 1,572,489 | |
Investment in joint venture | |
| 100,000 | | |
| 100,000 | |
Deposits and other assets | |
| 798,111 | | |
| 798,111 | |
Total assets | |
$ | 3,357,365 | | |
$ | 5,739,188 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Deficit | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,828,259 | | |
$ | 1,656,965 | |
Accrued liabilities | |
| 3,050,068 | | |
| 2,417,115 | |
Deferred revenue | |
| 1,206,869 | | |
| 1,779,794 | |
Operating lease liability | |
| 521,625 | | |
| 510,034 | |
Note payable, net | |
| - | | |
| 321,843 | |
Notes payable - related party, net | |
| - | | |
| 266,146 | |
Total current liabilities | |
| 6,606,821 | | |
| 6,951,897 | |
| |
| | | |
| | |
Lease liability, net of current portion | |
| 628,649 | | |
| 1,021,330 | |
Redeemable preferred stock | |
| 1,150,012 | | |
| 1,702,000 | |
Total liabilities | |
| 8,385,482 | | |
| 9,675,227 | |
| |
| | | |
| | |
Commitments and contingencies (Note 2 and 5) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | |
Preferred Stock, 4,000,000 shares authorized, par value $0.0001, 0 issued and outstanding | |
| - | | |
| - | |
Series B Convertible Preferred Stock, 5,000 shares authorized, par value $0.0001, 200 and 0 issued and outstanding | |
| - | | |
| - | |
Common stock, 200,000,000 shares authorized, par value $0.0001,148,836 and 43,353 issued and outstanding | |
| 14 | | |
| 4 | |
Subscription receivable | |
| (6,724 | ) | |
| (6,724 | ) |
Additional paid-in capital | |
| 44,122,723 | | |
| 35,343,069 | |
Accumulated deficit | |
| (49,144,130 | ) | |
| (39,272,388 | ) |
Total stockholders’ deficit | |
| (5,028,117 | ) | |
| (3,936,039 | ) |
Total liabilities and stockholders’ deficit | |
$ | 3,357,365 | | |
$ | 5,739,188 | |
JET.AI,
INC.
(FORMERLY
JET TOKEN, INC.)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
Three Months Ended | | |
Nine Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 3,917,393 | | |
$ | 3,367,189 | | |
$ | 10,849,875 | | |
$ | 8,035,505 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| 3,931,279 | | |
| 3,196,748 | | |
| 11,405,113 | | |
| 8,140,905 | |
| |
| | | |
| | | |
| | | |
| | |
Gross (loss) profit | |
| (13,886 | ) | |
| 170,441 | | |
| (555,238 | ) | |
| (105,400 | ) |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
General and administrative (including stock-based compensation of $1,313,358, $2,669,071, $3,714,404, and $5,424,158, respectively) | |
| 2,746,783 | | |
| 4,231,142 | | |
| 7,956,830 | | |
| 8,834,864 | |
Sales and marketing | |
| 83,310 | | |
| 156,991 | | |
| 632,380 | | |
| 380,699 | |
Research and development | |
| 37,959 | | |
| 48,823 | | |
| 107,901 | | |
| 113,778 | |
Total operating expenses | |
| 2,868,052 | | |
| 4,436,956 | | |
| 8,697,111 | | |
| 9,329,341 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (2,881,938 | ) | |
| (4,266,515 | ) | |
| (9,252,349 | ) | |
| (9,434,741 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other expense (income): | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| - | | |
| 24,095 | | |
| 79,314 | | |
| 24,095 | |
Other income | |
| (56 | ) | |
| (51 | ) | |
| (176 | ) | |
| (51 | ) |
Total other expense (income) | |
| (56 | ) | |
| 24,044 | | |
| 79,138 | | |
| 24,044 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before provision for income taxes | |
| (2,881,882 | ) | |
| (4,290,559 | ) | |
| (9,331,487 | ) | |
| (9,458,785 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision for income taxes | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (2,881,882 | ) | |
$ | (4,290,559 | ) | |
$ | (9,331,487 | ) | |
$ | (9,458,785 | ) |
| |
| | | |
| | | |
| | | |
| | |
Deemed dividend from warrant exchange offer | |
| (540,255 | ) | |
| - | | |
| (540,255 | ) | |
| - | |
Cumulative preferred stock dividends | |
| (18,708 | ) | |
| - | | |
| (78,163 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net Loss to common stockholders | |
$ | (3,440,845 | ) | |
$ | (4,290,559 | ) | |
$ | (9,949,905 | ) | |
$ | (9,458,785 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding - basic and diluted | |
| 78,523 | | |
| 31,192 | | |
| 71,791 | | |
| 23,800 | |
Net loss per share - basic and diluted | |
$ | (43.82 | ) | |
$ | (137.55 | ) | |
$ | (138.60 | ) | |
$ | (397.43 | ) |
JET.AI,
INC.
(FORMERLY
JET TOKEN, INC.)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
Nine Months Ended | |
| |
September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
Net loss | |
$ | (9,331,487 | ) | |
$ | (9,458,785 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization and depreciation | |
| 1,920 | | |
| 101,439 | |
Amortization of debt discount | |
| 80,761 | | |
| 20,833 | |
Stock-based compensation | |
| 3,714,404 | | |
| 5,424,158 | |
Non-cash operating lease costs | |
| 391,665 | | |
| 380,416 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| (71,162 | ) | |
| 17,977 | |
Other current assets | |
| 111,668 | | |
| (24,019 | |
Accounts payable | |
| 410,766 | | |
| 790,530 | |
Accrued liabilities | |
| 804,947 | | |
| (126,103 | |
Deferred revenue | |
| (572,925 | ) | |
| 498,765 | |
Operating lease liability | |
| (381,090 | ) | |
| (369,841 | |
Net cash used in operating activities | |
| (4,840,533 | ) | |
| (2,744,630 | |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
Purchase of property and equipment | |
| - | | |
| (4,339 | |
Purchase of intangible assets | |
| (12,922 | ) | |
| (30,056 | |
Investment in joint venture | |
| - | | |
| (100,000 | |
Deposits and other assets | |
| - | | |
| (35,135 | |
Net cash used in investing activities | |
| (12,922 | ) | |
| (169,530 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds - notes payable, net of discount | |
| - | | |
| 275,000 | |
Proceeds - related party notes payable, net of discount | |
| - | | |
| 225,000 | |
Repayments - notes payable | |
| (371,250 | ) | |
| - | |
Repayments - related party notes payable | |
| (297,500 | ) | |
| - | |
Offering costs | |
| (236,233 | ) | |
| (437,665 | |
Exercise of warrants | |
| 742,474 | | |
| - | |
Proceeds from sale of Series B Preferred Stock | |
| 1,500,025 | | |
| - | |
Proceeds from sale of Common Stock | |
| 1,727,279 | | |
| 1,607,450 | |
Proceeds from business combination | |
| - | | |
| 620,893 | |
Net cash provided by financing activities | |
| 3,064,795 | | |
| 2,290,678 | |
| |
| | | |
| | |
Decrease in cash and cash equivalents | |
| (1,788,660 | ) | |
| (623,482 | |
Cash and cash equivalents, beginning of period | |
| 2,100,543 | | |
| 1,527,391 | |
Cash and cash equivalents, end of period | |
$ | 311,883 | | |
$ | 903,909 | |
| |
| | | |
| | |
Supplemental disclosures of cash flow information: | |
| | | |
| | |
Cash paid for interest | |
$ | 79,314 | | |
$ | - | |
Cash paid for income taxes | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Non cash financing activities: | |
| | | |
| | |
Subscription receivable from sale of Common Stock | |
$ | - | | |
$ | 6,724 | |
Issuance of Common Stock for settlement of accounts payable | |
$ | 239,472 | | |
$ | - | |
Issuance of Common Stock from warrant exchange | |
$ | 540,255 | | |
$ | - | |
Series A Preferred Stock conversion | |
$ | 551,988 | | |
$ | - | |
Increase in accounts payable due to Business Combination | |
$ | - | | |
$ | 1,047,438 | |
Increase in redeemable preferred stock due to Business Combination | |
$ | - | | |
$ | 1,702,000 | |
Increase in prepaid offering costs and accounts payable | |
$ | - | | |
$ | 800,000 | |
Decrease in prepaid offering costs and accrued liabilities from issuance of common stock | |
$ | 172,200 | | |
$ | - | |
Exhibit
99.2
Jet.AI’s
Board of Directors Authorizes $2 Million Share Repurchase Program and Withdrawal of S-1 Registration Statement
LAS
VEGAS, November 13, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ:
JTAI), an innovative private aviation and artificial intelligence company, announced today that its board of directors has approved
a share repurchase program authorizing the Company to repurchase up to $2 million of its common stock through December 31st,
2025.
Under
the stock repurchase program, the Company may buy back its common stock from time to time, in amounts, at prices, and at such times as
the Company deems appropriate, subject to market conditions, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, and federal
and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately negotiated
transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination
of such methods. The repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued,
or suspended at any time.
In
connection with this, Jet.AI has decided to withdraw a S-1 registration statement (SEC File No. 333-281911) for a prospective offering
that the Company was previously pursuing. After careful consideration, the Company determined
that the offering terms contemplated within that S-1 were no longer in the best interests of the Company and its stockholders, and are
not aligned with the Company’s current strategic objectives and growth plans. Jet.AI expects to return to compliance with the NASDAQ’s
listing rule related to stockholders’ equity in the absence of the offering contemplated by theS-1 ,and further expects to file
a moot notice with Nasdaq in advance of the November 26th deadline the exchange imposed on the Company to regain compliance.
“This
share repurchase program allows the company to buy shares when we view them as undervalued – particularly in periods of market
dislocation,” said Jet.AI Chairman and CEO Mike Winston. “Additionally, because we recently succeeded in exchanging our publicly
held warrants for stock to simplify the capital structure - we’re glad to pull this previously contemplated warrant heavy transaction,
which is no longer necessary given the company’s position.”
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 standalone 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 card, 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, Nevada and San Francisco, California.
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
by the Company with the Securities and Exchange Commission, as such factors may be further updated from time to time in the Company’s
periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. 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.
New
risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors
on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking
events and circumstances discussed in this press release may not occur, and actual results could differ materially and adversely from
those anticipated.
Readers
are cautioned not to put undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are
made, 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.
Contacts:
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
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