Form 8-K - Current report

 

 

 

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) [phone]

 

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.

 

Exhibit No.		Description
99.1		Press Release regarding Nasdaq compliance, dated November 18, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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

[e-mail]

 

 

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 18, 2024
Entity File Number	001-40725
Entity Registrant Name	Jet.AI Inc.
Entity Central Index Key	0001861622
Entity Tax Identification Number	93-2971741
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	10845 Griffith Peak Dr.
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	702
Local Phone Number	747-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	JTAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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