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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Jet.AI Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
As filed with the Securities and Exchange Commission on September 2, 2025. As filed with the Securities and Exchange Commission on September 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 93-2971741 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) |
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| September 2, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward F |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Na |
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| July 30, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 30th, 2025 (this “Amendment No. 1”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Sub |
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| July 30, 2025 |
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): July 30, 2025 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 incorporat |
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| July 30, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 30th, 2025 (this “Amendment No. 1”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Sub |
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| July 30, 2025 |
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): July 30, 2025 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 incorporat |
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| July 2, 2025 |
Exhibit 10.1 Joint Venture Agreement by and between Consensus Core Technologies Inc. and Jet.AI Inc. Dated June 26th, 2025 Joint Venture Agreement This Joint Venture Agreement (the “Agreement”) is entered into as of June 26th, 2025, by and between Consensus Core Technologies Inc., a British Columbia corporation (“Consensus”) and Jet.AI Inc., a Delaware corporation (“Jet.AI”) (each of Consensus and |
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| July 2, 2025 |
Exhibit 10.2 ***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. CONTRIBUTION Agreement by and among Convergence Compute LLC, Consensus Core Technologies Inc. and Jet.AI Inc. Dated July 2, 2025 Contribution Agreement This Contribution Agreement (this “Agreement”) dated |
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| July 2, 2025 |
Exhibit 99.1 Jet.AI and Consensus Core Execute Definitive Agreement for Phased Execution of Canadian Hyperscale Data Center LAS VEGAS, June 26, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI) and Consensus Core Technologies Inc. (“Consensus Core”), a provider of high-performance GPU infrastructure and AI cloud services, announced the execution of a definitive agreeme |
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| July 2, 2025 |
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): June 26, 2025 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 incorporat |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact N |
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| May 6, 2025 |
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): May 6, 2025 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 incorporatio |
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| May 6, 2025 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF MAY 6, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 6 Article II - THE MERGER 7 2.1 The Merger 8 2.2 Closing 8 2.3 Closing Deliverables; Effective Time |
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| May 6, 2025 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF MAY 6, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 6 Article II - THE MERGER 7 2.1 The Merger 8 2.2 Closing 8 2.3 Closing Deliverables; Effective Time |
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| May 6, 2025 |
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): May 6, 2025 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 incorporatio |
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| April 18, 2025 |
Jet.AI Inc. 1,270,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284504 PROSPECTUS Jet.AI Inc. 1,270,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 1,270,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distribut |
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| April 16, 2025 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 April 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-284504 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the un |
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| April 2, 2025 |
As filed with the Securities and Exchange Commission on April 2, 2025 As filed with the Securities and Exchange Commission on April 2, 2025 Registration No. |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Name o |
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| March 26, 2025 |
Bylaws of Jet.AI Inc., as amended through August 5, 2024. Exhibit 3.5 JET.AI INC. (a Delaware corporation) BYLAWS As Adopted August 10, 2023 and As Effective August 10, 2023 TABLE OF CONTENTS Annex Page ARTICLE I—STOCKHOLDERS 4 1.1 Annual Meetings 4 1.2 Special Meetings 4 1.3 Notice of Meetings 4 1.4 Adjournments; Postponements 5 1.5 Quorum 5 1.6 Organization 6 1.7 Voting; Proxies 6 1.8 Fixing Date for Determination of Stockholders of Record 7 1.9 List o |
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| March 26, 2025 |
List of Subsidiaries of Jet.AI Inc. Exhibit 21.1 LIST OF SUBSIDIARIES OF JET.AI INC. Subsidiary Jurisdiction of Incorporation Summerlin Aviation LLC Delaware Galilee LLC Delaware Jet Token Software Inc. Delaware Jet Token Management Inc. California Galilee 1 SPV LLC Delaware Cloudrise Ltd. Israel 380 Software LLC* Nevada * 50/50 joint venture between Jet Token Management Inc. and Great Western Air LLC (d/b/a Cirrus Aviation Services |
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| March 26, 2025 |
Exhibit 97.1 Jet.AI Inc. Clawback Policy Adopted: March 14, 2025 1. Purpose 1.1. This Clawback Policy (the “Policy”) is the compensation recovery policy of Jet.AI Inc. (the “Company”), adopted by the Company in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an |
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| March 26, 2025 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JET.AI INC. The undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows this 10th day of August, 2023: Article I NAME The name of the corporation is Jet.AI Inc. (the “Corporation”). Articl |
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| March 26, 2025 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF JET.AI INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Jet.AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that: 1. This Certificate of Designation of Series A Convertible |
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| March 26, 2025 |
Exhibit 3.4 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF JET.AI INC. I, Michael Winston, hereby certify that I am the Interim Chief Executive Officer of Jet.AI Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board o |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. |
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| March 18, 2025 |
* * * California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] March 18, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. Am |
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| February 21, 2025 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 21, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] February 21, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. |
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| February 21, 2025 |
As filed with the Securities and Exchange Commission on February 21, 2025 As filed with the Securities and Exchange Commission on February 21, 2025 Registration No. |
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| February 20, 2025 |
Form of Stockholder Support Agreement. Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholder |
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| February 20, 2025 |
Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment Exhibit 99.2 Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment LAS VEGAS, Feb. 19, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today issued a letter to its shareholders highlighting key milestones and recent operational developments reached and its 2025 strate |
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| February 20, 2025 |
Exhibit 10.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC. TABLE OF CONTENTS Page Article I – DEFINITIONS AND INTERPRETATION 4 1.1 General 4 1.2 References; Interpretation 4 Article II – THE CONTRIBUTION 5 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 5 2.2 Non-Transferab |
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| February 20, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 5 Article II - THE MERGER 7 2.1 The Merger 7 2.2 Closing 7 2.3 Closing Deliverables; Effective Time 8 2.4 Certific |
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| February 20, 2025 |
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): February 13, 2025 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.) |
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| February 20, 2025 |
Exhibit 10.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC. TABLE OF CONTENTS Page Article I – DEFINITIONS AND INTERPRETATION 4 1.1 General 4 1.2 References; Interpretation 4 Article II – THE CONTRIBUTION 5 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 5 2.2 Non-Transferab |
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| February 20, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 5 Article II - THE MERGER 7 2.1 The Merger 7 2.2 Closing 7 2.3 Closing Deliverables; Effective Time 8 2.4 Certific |
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| February 20, 2025 |
Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholder |
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| February 20, 2025 |
Exhibit 99.1 flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Business combination transforms Jet.AI into a pure-play AI solutions company KINSTON, N.C. & LAS VEGAS—(BUSINESS WIRE)— flyExclusive Inc. ( |
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| February 20, 2025 |
Exhibit 99.1 flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Business combination transforms Jet.AI into a pure-play AI solutions company KINSTON, N.C. & LAS VEGAS—(BUSINESS WIRE)— flyExclusive Inc. ( |
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| February 20, 2025 |
Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment Exhibit 99.2 Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment LAS VEGAS, Feb. 19, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today issued a letter to its shareholders highlighting key milestones and recent operational developments reached and its 2025 strate |
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| February 20, 2025 |
Other Events, Entry into a Material Definitive Agreement 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): February 13, 2025 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.) |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 24, 2025 As filed with the Securities and Exchange Commission on January 24, 2025 Registration No. |
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| December 31, 2024 |
As filed with the Securities and Exchange Commission on December 31, 2024 As filed with the Securities and Exchange Commission on December 31, 2024 Registration No. |
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| December 31, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Com |
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| December 27, 2024 |
Jet.AI Inc. 600,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283207 PROSPECTUS Jet.AI Inc. 600,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 600,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distributees, |
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| December 26, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 December 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-283207 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| December 10, 2024 |
As filed with the Securities and Exchange Commission on December 10, 2024 As filed with the Securities and Exchange Commission on December 10, 2024 Registration No. |
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| December 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| December 9, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Jet.AI Inc. Regist |
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| November 19, 2024 |
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 |
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| November 19, 2024 |
Jet.AI Reports Third Quarter 2024 Financial Results 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 repurcha |
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| November 19, 2024 |
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 incorp |
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| November 18, 2024 |
Jet.AI to Regain Compliance with Nasdaq Stockholders’ Equity Requirement 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). |
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| November 18, 2024 |
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 incorp |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exa |
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| November 13, 2024 |
As filed with the Securities and Exchange Commission on November 13, 2024 As filed with the Securities and Exchange Commission on November 13, 2024 Registration No. |
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| November 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| November 13, 2024 |
November 12, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Jet.AI Inc. Registration Statement on Form S-1 Originally Filed September 3, 2024 File No. 333-281911 Dear Ms. Brown: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act |
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| November 12, 2024 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JET.AI INC. Jet AI Inc., a corporation organized and existing under the Delaware General Corporation Law hereby certifies as follows: 1. The name of the corporation is Jet.AI Inc. (the “Corporation”). 2. A Certificate of Amendment to the Certificate of Incorporation of the Cor |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 8, 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. |
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| November 12, 2024 |
UPDATED: Jet.AI Inc. Announces Reverse Stock Split Exhibit 99.1 UPDATED: Jet.AI Inc. Announces Reverse Stock Split LAS VEGAS, NV – (November 11, 2024) – Jet.AI Inc. (Nasdaq: JTAI) (the “Company”), today announced that the Company has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-225. The reverse stock split is expected to take effect before markets open on Tuesday, November 12, 2024. The C |
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| November 8, 2024 |
Exhibit 3.1 |
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| November 8, 2024 |
Jet.AI Inc. Announces Reverse Stock Split Exhibit 99.1 Jet.AI Inc. Announces Reverse Stock Split LAS VEGAS, NV, Nov. 08, 2024 (GLOBE NEWSWIRE) - Jet.AI Inc. (Nasdaq: JTAI) (the “Company”), today announced that the Company has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-225. The reverse stock split is expected to take effect before markets open on Tuesday, November 12, 2024. The |
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| November 8, 2024 |
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 8, 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 incorpo |
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| November 5, 2024 |
Aircraft Purchase Agreement, dated October 31, 2024, between Galilee, LLC and Textron Aviation Inc. Exhibit 10.1 Fleet P.A. No. C18291 [[***]] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [[***]], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL, AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AIRCRAFT PURCHASE AGREEMENT This Aircraft Purchase Agreement (“Purchase Agreement” or “Agreement”), consisting of Part 1, Part 2, Part 3, and all exhibits, is |
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| November 5, 2024 |
Financial Statements and Exhibits 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 31, 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 incorpo |
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| October 28, 2024 |
Exhibit 1.1 JET.AI INC. Up to $5,400,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT October 25, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Jet.AI Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company, par value $0.0001 per share (the “Common |
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| October 28, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 25, 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.) |
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| October 28, 2024 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) Up to $5,400,000 Common Stock Jet.AI Inc. has entered into an Equity Distribution Agreement (“ATM Sales Agreement”) with Maxim Group LLC (“Maxim”) relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement. In accordance with the |
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| October 24, 2024 |
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.) |
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| October 23, 2024 |
Jet.AI Inc. 30,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279385 PROSPECTUS Jet.AI Inc. 30,100,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 30,100,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distrib |
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| October 22, 2024 |
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 21, 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 incorpo |
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| October 22, 2024 |
JTAI / Jet.AI Inc. / SEG Opportunity Fund, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Jet.AI Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 47714H100 (CUSIP Number) October 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| October 22, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October [●], 2024, between Jet.AI Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| October 22, 2024 |
Form of Placement Agency Agreement Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October [●], 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Dear Michael: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive |
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| October 22, 2024 |
JTAI / Jet.AI Inc. / Otsuka Masaya - AMENDMENT NO.1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* JET.AI INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 47714H100 (CUSIP Number) October 21,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 22, 2024 |
Jet.AI Announces Pricing of $1.5 Million Registered Direct Offering Exhibit 99.1 Jet.AI Announces Pricing of $1.5 Million Registered Direct Offering LAS VEGAS, October 18, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase approximately 15.6 million |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: On October 21, 2024 the undersigned registrant requested the above-cap |
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| October 21, 2024 |
15,625,000 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) 15,625,000 Shares of Common Stock We are offering 15,625,000 shares of our common stock, par value $0.0001 per share to investors pursuant to this prospectus supplement and accompanying prospectus at an offering price per share equal to $0.096. Our common stock is traded on th |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| October 18, 2024 |
Exhibit 10.1 October 18, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (the “Investor,” “we,” or “us”) is an investor |
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| October 18, 2024 |
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.) |
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| October 15, 2024 |
As filed with the Securities and Exchange Commission on October 15, 2024 As filed with the Securities and Exchange Commission on October 15, 2024 Registration No. |
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| October 15, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. |
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| October 15, 2024 |
JTAI / Jet.AI Inc. / Otsuka Masaya Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* JET.AI INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 47714H100 (CUSIP Number) October 11,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 15, 2024 |
JTAI / Jet.AI Inc. / Iroquois Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Jet.AI Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 47714H100 (CUSIP Number) October 10, 2024 (Date of Ev |
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| October 15, 2024 |
Amended and Restated Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per shar |
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| October 11, 2024 |
Exhibit 10.3 October 10, 2024 Lock-Up Agreement Maxim Group LLP 300 Park Avenue New York, NY 10022 Re: Proposed Public Offering by Jet.AI Inc. Ladies and Gentlemen: The undersigned, a stockholder, officer and/or director of Jet.AI Inc., a Delaware corporation (the “Company”), understands that Maxim Group LLC (“Placement Agent”) proposes to act as agent in connection with certain investors entry in |
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| October 11, 2024 |
Jet.AI Announces Pricing of $2.4 Million Registered Direct Offering Exhibit 99.1 Jet.AI Announces Pricing of $2.4 Million Registered Direct Offering LAS VEGAS, Oct. 10, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase approximately 26.6 million sh |
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| October 11, 2024 |
26,666,666 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) 26,666,666 Shares of Common Stock We are offering 26,666,666 shares of our common stock, par value $0.0001 per share to investors pursuant to this prospectus supplement and accompanying prospectus at an offering price per share equal to $0.09. Our common stock is traded on the |
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| October 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 10, 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 incorpo |
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| October 11, 2024 |
Form of Placement Agency Agreement Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October 10, 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Dear Michael: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive p |
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| October 11, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October [●], 2024, between Jet.AI Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| October 10, 2024 |
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 10, 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 incorpo |
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| October 10, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] October 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amendme |
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| October 10, 2024 |
Exhibit 10.1 October 10, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (the “Investor,” “we,” or “us”) is an investor |
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| October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 9, 2024 As filed with the Securities and Exchange Commission on October 9, 2024 Registration No. |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| September 26, 2024 |
Exhibit 3.1 |
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| September 26, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] September 26, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amend |
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| September 26, 2024 |
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): September 24, 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 incor |
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| September 26, 2024 |
As filed with the Securities and Exchange Commission on September 25, 2024 As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. |
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| September 26, 2024 |
Exhibit 10.1 2023 JET.AI INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 9 6. Options. 10 7. Stock Appreciation Rights. 11 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. 12 9. Performance Awards. 14 10. Non-Employee Director Awards |
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| September 26, 2024 |
Amended and Restated Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per shar |
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| September 25, 2024 |
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): September 24, 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 incor |
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| September 25, 2024 |
Exhibit 10.1 September 24, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (“Ionic,” the “Investor,” “we,” or “us”) is |
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| September 6, 2024 |
September 6, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 5, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 September 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-3 File No. 333-281578 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, th |
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| September 3, 2024 |
Form of Warrant Agency Agreement (current offering). Exhibit 4.9 JET.AI INC. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Warrant Agent”). W I T N E S S E T |
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| September 3, 2024 |
Form of Pre-Funded Warrant (current offering). Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT JET.AI INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h |
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| September 3, 2024 |
As filed with the Securities and Exchange Commission on September 3, 2024 As filed with the Securities and Exchange Commission on September 3, 2024 Registration No. |
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| September 3, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. |
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| September 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Jet.AI, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid E |
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| September 3, 2024 |
Form of Common Stock Purchase Warrant (current offering). Exhibit 4.8 COMMON STOCK PURCHASE WARRANT JET.AI INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) |
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| August 30, 2024 |
Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of August 21, 2024 (the “Settlement Date”) by and between Jet.AI Inc. (“JTAI” or the “Company”), a corporation formed under the laws of the State of Delaware, and Sunpeak Holdings Corporation, (“SHC”), a Delaware Corporation. BACKGROUND: WHEREAS, there are bona fide outstanding liabilities of th |
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| August 30, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 August 30, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 20, 2024 |
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| August 30, 2024 |
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): August 28, 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 incorpor |
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| August 23, 2024 |
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): August 21, 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 incorpor |
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| August 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 11, 2021, betwee |
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| August 23, 2024 |
Exhibit 10.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 10, 2023, betwee |
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| August 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 11, 2021, betwee |
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| August 23, 2024 |
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): August 21, 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 incorpor |
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| August 23, 2024 |
As filed with the Securities and Exchange Commission on August 23, 2024 As filed with the Securities and Exchange Commission on August 23, 2024 Registration No. |
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| August 23, 2024 |
Exhibit 10.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 10, 2023, betwee |
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| August 23, 2024 |
Exhibit 99.1 Jet.AI Announces Entry Into Warrant Amendments After Successful Warrant Exchange Offer and Consent Solicitation LAS VEGAS, August 23, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced its entry with Continental Stock Transfer & Trust Company on August 21, 2024 into: (i) the 2021 |
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| August 23, 2024 |
Exhibit 99.1 Jet.AI Announces Entry Into Warrant Amendments After Successful Warrant Exchange Offer and Consent Solicitation LAS VEGAS, August 23, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced its entry with Continental Stock Transfer & Trust Company on August 21, 2024 into: (i) the 2021 |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI |
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| August 15, 2024 |
Form of Indenture for Debt Securities Exhibit 4.2 JET.AI INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Jet.AI Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securitie |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 15, 2024 As filed with the Securities and Exchange Commission on August 15, 2024 Registration No. |
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| August 15, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Na |
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| August 8, 2024 |
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): August 5, 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 incorpora |
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| August 8, 2024 |
Exhibit 3.1 AMENDMENT TO THE BYLAWS OF JET.AI INC. This Amendment (this “Amendment”) to the Bylaws (the “Bylaws”) of Jet.AI Inc., a Delaware corporation (the “Company”), is effective as of August 5, 2024, and is made pursuant to Article X of the Bylaws and Article VII of the Certificate of Incorporation of the Company. 1. Section 1.5 of Article I of the Bylaws is hereby amended and restated to rea |
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| August 5, 2024 |
DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| July 31, 2024 |
Exhibit 99.1 Jet.AI Announces Expiration and Successful Results of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, July 30, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, announced the expiration and results of its previously announced exchange offer (the “Offer”) and |
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| July 31, 2024 |
Exhibit 99.1 Jet.AI Announces Expiration and Successful Results of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, July 30, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, announced the expiration and results of its previously announced exchange offer (the “Offer”) and |
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| July 31, 2024 |
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): July 25, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 31, 2024 |
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): July 25, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280515 PROSPECTUS/OFFER TO EXCHANGE Jet.AI Inc. Offer to Exchange Warrants to Purchase Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER PERIOD (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND DATE TO WHICH |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| July 17, 2024 |
Exhibit 10.1 |
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| July 17, 2024 |
Exhibit 3.1 |
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| July 17, 2024 |
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): July 15, 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. |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 4 (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden |
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| July 11, 2024 |
Form of Letter of Transmittal and Consent Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND THE OFFER. WARRANTS (AS |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| July 11, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 WWW.DYKEMA.COM Tel: 414-488-7300 July 11, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Blake Grady Re: Jet.AI Inc. Schedule TO-O filed June 27, 2024 File No. 005-92790 Dear Mr. Grady: This response letter (this “ |
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| July 11, 2024 |
As filed with the Securities and Exchange Commission on July 10, 2024 As filed with the Securities and Exchange Commission on July 10, 2024 Registration No. |
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| July 11, 2024 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF JET.AI INC. Pursuant to the Prospectus/Offer to Exchange, dated July 10, 2024 Instructions for Use Unless defined herein, terms used in this notice of guaranteed delivery (this “Notice of Guaranteed Delivery”) shall have the definitions set forth in the prospectus/offer to exchange, dated July 10, 2024 (as amended or supplemented from time |
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| July 11, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND |
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| July 11, 2024 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibits 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LA |
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| June 28, 2024 |
June 28, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 27, 2024 |
Calculation of Filing Fee Table Schedule TO-I (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Value Transaction Value(1) Fee Rate Amount of Filing Fee(2) Fees to Be Paid $ 3,218,936.45 0.0001476 $ 475.12 Fees Previously Paid — — Total Transaction Value $ 3,218,936.45 Total Fees Due for Filing $ 475.12 Total Fees Previously Paid — Total Fee Offset |
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| June 27, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON MAY 31, 2024, OR SUCH LATER TIME AND |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mike Winston Interim |
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| June 27, 2024 |
Jet.AI Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants Exhibit 99.1 Jet.AI Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, June 27, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, today announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitatio |
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| June 27, 2024 |
Non-Employee Director Compensation Policy Exhibit 10.26 JET.AI, Inc. Non-Employee Director Compensation Policy Adopted: December 26, 2023 Each member of the Board of Directors (the “Board”) of Jet.AI, Inc. (the “Company”) who is not an employee of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Director Compensation Policy”) for his or her Board |
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| June 27, 2024 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF JET.AI INC. Pursuant to the Prospectus/Offer to Exchange, dated June 27, 2024 Instructions for Use Unless defined herein, terms used in this notice of guaranteed delivery (this “Notice of Guaranteed Delivery”) shall have the definitions set forth in the prospectus/offer to exchange, dated June 27, 2024 (as amended or supplemented from time |
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| June 27, 2024 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibits 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LA |
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| June 27, 2024 |
As filed with the Securities and Exchange Commission on June 27, 2024 As filed with the Securities and Exchange Commission on June 27, 2024 Registration No. |
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| June 27, 2024 |
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): June 27, 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 incorporat |
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| June 27, 2024 |
Other Events, Financial Statements and Exhibits 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): June 27, 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 incorporat |
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| June 27, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Being Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par |
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| June 27, 2024 |
Jet.AI Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants Exhibit 99.1 Jet.AI Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, June 27, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, today announced the commencement of an exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitatio |
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| June 27, 2024 |
Form of Letter of Transmittal and Consent Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND THE OFFER. WARRANTS (AS |
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| June 20, 2024 |
As filed with the Securities and Exchange Commission on June 19, 2024 As filed with the Securities and Exchange Commission on June 19, 2024 Registration No. |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 3 (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden |
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| May 31, 2024 |
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): May 30, 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 |
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| May 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 2 (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact N |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden |
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| May 13, 2024 |
As filed with the Securities and Exchange Commission on May 13, 2024 As filed with the Securities and Exchange Commission on May 13, 2024 Registration No. |
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| May 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per shar |
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| April 29, 2024 |
Exhibit 10.33 JET.AI, Inc. Non-Employee Director Compensation Policy Adopted: December 26, 2023 Each member of the Board of Directors (the “Board”) of Jet.AI, Inc. (the “Company”) who is not an employee of the Company (each, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Director Compensation Policy”) for his or her Board |
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| April 29, 2024 |
Exhibit 10.23 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2023, between Jet.AI Inc. (together with its parents, subsidiaries and affiliates, “Oxbridge”) 1, (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to tha |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Name |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 19, 2024 |
Exhibit 10.33 PLACEMENT AGENCY AGREEMENT March 29, 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Dear Michael: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive pl |
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| April 19, 2024 |
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): April 15, 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 |
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| April 1, 2024 |
Exhibit 4.5 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, (B) THE SALE IS MADE IN ACCORDANCE WITH |
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| April 1, 2024 |
Exhibit 10.32 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2024 (the “Signing Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set |
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| April 1, 2024 |
Exhibit 10.31 VOTING AGREEMENT VOTING AGREEMENT, dated as of March 29, 2024 (this “Agreement”), by and between Jet.AI Inc., a Delaware corporation with offices located at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135 (the “Company”) and the stockholders whose names appear on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). WHEREAS, the Company and |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Name o |
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| April 1, 2024 |
Exhibit 3.5 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF JET.AI INC. I, Michael Winston, hereby certify that I am the Interim Chief Executive Officer of Jet.AI Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board o |
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| April 1, 2024 |
Securities Purchase Agreement, dated March 28, 2024, between Jet.AI Inc. and Ionic Ventures, LLC Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 28, 2024, is by and among Jet.AI Inc., a Delaware corporation with offices located at 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Bu |
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| February 14, 2024 |
US47714H1005 / JET.AI INC A / Ionic Capital Management LLC Passive Investment SC 13G 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )1/ JET.AI INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 47714H100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 5, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Jet.AI Inc. (formerly known as Oxbridge Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 47714H100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
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| January 24, 2024 |
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): January 23, 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.) |
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| January 17, 2024 |
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): January 17, 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.) |
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| January 17, 2024 |
Exhibit 10.29 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of (the “Effective Date”), by and among Jet.AI Inc., a Delaware corporation (the “Company”), and (the “Holder” and, together with the Company, the “parties”). RECITALS WHEREAS, the Holder currently owns warrants (collectively, the “Existing Warrants”), each of which is exercisabl |
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| January 3, 2024 |
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): December 28, 2023 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.) |
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| January 3, 2024 |
Exhibit 10.28 WARRANT EXCHANGE AGREEMENT This Warrant Exchange Agreement (this “Agreement”) is made and entered into as of December 28th, 2023 (the “Effective Date”), by and among Jet.AI Inc., a Delaware corporation (the “Company”), and (the “Holder” and, together with the Company, the “parties”). RECITALS WHEREAS, the Holder currently owns warrants (collectively, the “Existing Warrants”), each of |
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| December 22, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-274432 PROSPECTUS Jet.AI Inc. Primary offering Up to 11,489,334 Shares of Common Stock Issuable Upon Exercise of JTAIW Warrants Resale offering Up to 24,390,627 Shares of Common Stock Up to 2,179,447 Shares of Common Stock Issuable Upon Exercise of the GEM Warrant Up to 5,760,000 Shares of Common Stock Issuable Upon Exercise of Private Placemen |
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| December 20, 2023 |
December 20, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 19, 2023 |
December 19, 2023 Mr. Daniel Morris Legal Branch Chief Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 Re: Jet.AI Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 30, 2023 File No. 333-274432 Dear Mr. Morris: We acknowledge receipt of the comments in your letter dated December 15, 2023 regarding the R |
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| December 19, 2023 |
As filed with the Securities and Exchange Commission on December 19, 2023 As filed with the Securities and Exchange Commission on December 19, 2023 Registration No. |
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| December 19, 2023 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock, par value $0. |
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| December 7, 2023 |
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): December 1, 2023 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.) |
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| November 30, 2023 |
November 30, 2023 Mr. Daniel Morris Legal Branch Chief Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 27, 2023 File No. 333-274432 Dear Mr. Morris: We acknowledge receipt of the comments in your letter dated November 14, 2023 and via telephon |
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| November 30, 2023 |
As filed with the Securities and Exchange Commission on November 30, 2023 As filed with the Securities and Exchange Commission on November 30, 2023 Registration No. |
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| November 30, 2023 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock, par value $0. |
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| November 21, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 21, 2023 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.) |
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| November 21, 2023 |
Jet.AI Reports Third Quarter 2023 Financial Results Exhibit 99.1 Jet.AI Reports Third Quarter 2023 Financial Results LAS VEGAS, November 21, 2023 (GLOBE NEWSWIRE) - Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, announced financial results for the third quarter ended September 30, 2023. Third Quarter 2023 and Recent Operational Highlights ● Revenues of $3.4 million in 3Q23 grew over |
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| November 20, 2023 |
Employment Offer Letter dated July 11, 2023 between Patrick McNulty and Jet.AI Inc. Exhibit 10.4 |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exa |
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| November 20, 2023 |
Warrant by and between Jet. AI Inc. and GEM Yield Bahamas Limited. Exhibit 4.3 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABL |
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| November 20, 2023 |
Warrant Agreement Amendment by and between Jet.AI Inc. and GEM Yield Bahamas Limited. Exhibit 4.4 WARRANT AMENDMENT AGREEMENT This Warrant Amendment Agreement (the “Agreement”) is made as of October 23, 2023 by and between Jet.AI, Inc., a Delaware corporation (the “Company” or the “Issuer”), and GEM Yield Bahamas Limited (“GYBL”) of that certain Warrant to Purchase Shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant”), originally i |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P |
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| October 27, 2023 |
Exhibit 10.1 WARRANT AMENDMENT AGREEMENT This Warrant Amendment Agreement (the “Agreement”) is made as of October 23, 2023 by and between Jet.AI, Inc., a Delaware corporation (the “Company” or the “Issuer”), and GEM Yield Bahamas Limited (“GYBL”) of that certain Warrant to Purchase Shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant”), originally |
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| October 27, 2023 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock, par value $0. |
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| October 27, 2023 |
Exhibit 4.4 WARRANT AMENDMENT AGREEMENT This Warrant Amendment Agreement (the “Agreement”) is made as of October 23, 2023 by and between Jet.AI, Inc., a Delaware corporation (the “Company” or the “Issuer”), and GEM Yield Bahamas Limited (“GYBL”) of that certain Warrant to Purchase Shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant”), originally i |
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| October 27, 2023 |
October 27, 2023 Mr. Daniel Morris Legal Branch Chief Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission Washington DC 20549 Re: Jet.AI Inc. Registration Statement on Form S-1 Filed September 8, 2023 File No. 333-274432 Dear Mr. Morris: We acknowledge receipt of the comments in your letter dated October 5, 2023 and via telephone comment regarding t |
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| October 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 23, 2023 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.) |
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| October 27, 2023 |
As filed with the Securities and Exchange Commission on October 27, 2023 As filed with the Securities and Exchange Commission on October 27, 2023 Registration No. |
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| October 10, 2023 |
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 2, 2023 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.) ( |
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| October 10, 2023 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of October 2nd, 2023 (this “Second Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collect |
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| September 15, 2023 |
Exhibit 10.1 September 11, 2023 (the “Effective Date”) This Binding Term Sheet (the “Term Sheet”) constitutes a commitment by the parties hereto to negotiate in good faith and to enter into one or more senior secured promissory notes (each a “Note”) in the amounts and upon the terms set forth herein. The terms and conditions of the Notes described below are not limited to those set forth herein. M |
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| September 15, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 11, 2023 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. |
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| September 15, 2023 |
Exhibit 10.2 Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 The other Investors party to the Term Sheet (as defined below) September 13, 2023 Re: Waiver Gentlemen: In connection with the binding Term Sheet, dated September 11, 2023 (the “Term Sheet”), among Jet.AI Inc. (the “Company”), myself and the other Investors set forth in the signature page thereto, I hereby waive any |
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| September 8, 2023 |
Exhibit 10.4 |
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| September 8, 2023 |
Exhibit 107 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Common Stock, par value $0. |
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| September 8, 2023 |
Exhibit 4.3 NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABL |
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| September 8, 2023 |
As filed with the Securities and Exchange Commission on September 8, 2023 As filed with the Securities and Exchange Commission on September 8, 2023 Registration No. |
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| September 1, 2023 |
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): August 31, 2023 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 incorpora |
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| September 1, 2023 |
Exhibit 10.1 FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 31st, 2023 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), ( |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40725 Jet.AI Inc. (E |
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| August 21, 2023 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF JET TOKEN Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF JET TOKEN The following discussion and analysis provides information which Jet Token’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Jet Token’s financia |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 (August 10, 2023) Jet.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Co |
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| August 21, 2023 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Unaudited Consolidated Financial Statements of Jet Token Inc. Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 1 Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited) 2 Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended Jun |
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| August 21, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K/A and if not defined in the Form 8-K/A, in the Proxy Statement/Prospectus, which is incorporated by reference. Unless the context otherwise requires, the “Company” refers to Jet.AI Inc., a Delaware Co |
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| August 14, 2023 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August , 2023 between Jet.AI Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Board has determined it is reasonable and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, directors and |
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| August 14, 2023 |
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2023, between Jet.AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement |
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| August 14, 2023 |
Exhibit 10.12 AMENDED AND RESTATED OFFER LETTER PERSONAL AND CONFIDENTIAL Mr. George Murnane 2522 East Marshall Avenue Phoenix, AZ 85016 Re: Offer Letter This Amended and Restated Offer Letter (this “Offer Letter”) is entered into as of August 8, 2023 (“Execution Date”) by and between Jet.AI Inc. (the “Company”) and you. Background The Company and Oxbridge Acquisition Corp. have entered into a def |
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| August 14, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (“Form 8-K”) and, if not defined in the Form 8-K, in the Proxy Statement/Prospectus, which is incorporated by reference. Unless the context otherwise requires, the “Company” refers to Jet.AI Inc., a D |
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| August 14, 2023 |
Exhibit 10.8 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and between Oxbridge Acquisition Corp. (together with its parents, subsidiaries and affiliates, “Oxbridge”)1, Jet Token Inc. (together with it parents, subsidiaries and affiliates, “Jet Token”) and OAC Sponsor Ltd. (together with its parents, subsidiaries and affiliates, “Sponsor”). Sp |
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| August 14, 2023 |
Exhibit 10.6 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of August 10, 2023, by and between Oxbridge Acquisition Corp. (together with its parents, subsidiaries and affiliates, “Oxbridge”)1, Jet Token Inc. (together with it parents, subsidiaries and affiliates, “Jet Token”) and Maxim Group LLC (together with its parents, subsidiaries and affiliates, “Maxim”). Oxbri |
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| August 14, 2023 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August , 2023 by and between (i) Oxbridge Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Purchaser”), and (ii) (the “Subject Party”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business C |
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| August 14, 2023 |
Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 10, 2023, between Jet.AI Inc. (together with its parents, subsidiaries and affiliates, “Oxbridge”) 1, (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to that |
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| August 14, 2023 |
Exhibit 3.4 JET.AI INC. (a Delaware corporation) BYLAWS As Adopted August 10, 2023 and As Effective August 10, 2023 TABLE OF CONTENTS Annex Page ARTICLE I—STOCKHOLDERS 4 1.1 Annual Meetings 4 1.2 Special Meetings 4 1.3 Notice of Meetings 4 1.4 Adjournments; Postponements 5 1.5 Quorum 5 1.6 Organization 6 1.7 Voting; Proxies 6 1.8 Fixing Date for Determination of Stockholders of Record 7 1.9 List o |
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| August 14, 2023 |
Exhibit 10.5 OAC Sponsor Ltd. Suite 201, 42 Edward Street Georgetown, Grand Cayman, P.O. Box 469, KY1-9006 Cayman Islands August 10, 2023 Oxbridge Acquisition Corp. Suite 201, 42 Edward Street Georgetown, Grand Cayman, P.O. Box 469, KY1-9006 Cayman Islands Gentlemen: Reference is made to that certain Business Combination Agreement and Plan of Reorganization, dated as of February 24, 2023, as amend |
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| August 14, 2023 |
Exhibit 4.2 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2023, is by and between JET.AI INC., a Delaware corporation (the “Company”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as warrant agent (the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). RECITALS WHEREAS, Jet.AI Inc., which is (a) prior to giving eff |
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| August 14, 2023 |
Exhibit 10.11 AMENDED AND RESTATED OFFER LETTER PERSONAL AND CONFIDENTIAL Mr. Michael D. Winston, CFA 387 Suzanne Peak Court Henderson, NV 89012 Re: Offer Letter This Amended and Restated Offer Letter (this “Offer Letter”) is entered into as of August 8, 2023 (“Execution Date”) by and between Jet.AI Inc. (the “Company”) and you. Background The Company and Oxbridge Acquisition Corp. have entered in |
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| August 14, 2023 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF JET.AI INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Jet.AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that: 1. This Certificate of Designation of Series A Convertible |
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| August 14, 2023 |
Exhibit 21.1 LIST OF SUBSIDIARIES OF JET.AI INC. Subsidiary Jurisdiction of Incorporation Summerlin Aviation LLC Delaware Galilee LLC Delaware Jet Token Software Inc. f/k/a Jet Token Management Inc. Delaware Jet Token Management Inc. California Galilee 1 SPV LLC Delaware Cloudrise Ltd. (f/k/a Jet Token Software Ltd.) Israel 380 Software LLC Nevada* 50/50 joint venture between Jet Token Management |
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| August 14, 2023 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JET.AI INC. The undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows this 10th day of August, 2023: Article I NAME The name of the corporation is Jet.AI Inc. (the “Corporation”). Articl |
