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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): 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.)

  

(I.R.S. Employer

Identification No.)

 

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

(Address of Principal Executive Offices)

 

(702) 747-4000

(Registrant’s Telephone Number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   JTAI   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   JTAIW   The Nasdaq Stock Market LLC
Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share   JTAIZ   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 23, 2023, GEM Yield Bahamas Limited (“GEM”) and Jet.AI, Inc. (the “Company”) entered into a warrant amendment agreement, retroactively effective as of August 10, 2023 (the “GEM Warrant Amendment”). The GEM Warrant Amendment provides that GEM can elect to limit the exercisability of its warrant (the “GEM Warrant”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), such that it is not exercisable to the extent that, after giving effect to the exercise, GEM and its affiliates, to the Company’s actual knowledge, would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such exercise. On October 23 2023, GEM provided a notice to the Company electing to have this limit apply to the GEM Warrant effective as of August 10, 2023. GEM may revoke this election notice by providing written notice to the Company of such revocation, which revocation would not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Warrant Amendment Agreement, dated October 23, 2023 by and between the Company and GEM Yield Bahamas Limited
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  JET.AI INC.
     
  By: /s/ Michael Winston
  Name: Michael Winston
  Title: Executive Chairman and Interim Chief Executive Officer
     
Date: 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 issued by the Company on August 10, 2023.

 

RECITALS

 

WHEREAS, the Company, GYBL and certain of its affiliates are parties to that certain Share Purchase Agreement, dated as of August 4, 2022, pursuant to which, among other things, the Company issued to GYBL the Warrant, exercisable by the Holder for up to 2,179,447 shares of Common Stock;

 

WHEREAS, GYBL is as of the date hereof the sole Holder of the Warrant;

 

WHEREAS, Section 10 of the Warrant provides that any term, covenant, agreement or condition in the Warrant may be amended, or compliance therewith may be waived (either generally or in a particular instance and either retroactively or prospectively), by a written instrument or written instruments executed by the Issuer and the Holder;

 

WHEREAS, the Company and GYBL, as Holder, wish to enter into this Agreement to amend certain provisions of the Warrant as and to the extent set forth below and to have such amendment be retroactively effective as of August 10, 2023.

 

AGREEMENT

 

NOW, THEREFORE, IT IS RESOLVED, in consideration of mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

 

  1. Definitions. Capitalized terms used in herein and not otherwise defined shall have the respective meanings given them in the Warrant.
     
  2. Amendment of Section 1. The parties hereto agree to amend the Warrant to replace Section 1 in its entirety with the following:
     
    “1. Term. Subject to any outstanding and unrevoked notice provided pursuant to Section 2(a)(ii), the Holder may exercise this Warrant for a period which shall commence on the Public Listing Date, and shall expire at 6:00 p.m., Eastern Time, on the date that is the third anniversary of the Public Listing Date (such period being the “Term”).”
     
  3. Amendment of Section 2(a). The parties hereto agree to amend the Warrant to replace Section 2(a) in its entirety with the following:
     
    “(a) Time of Exercise.

 

  (i) The purchase rights represented by this Warrant may be exercised in whole or in part during the Term, subject to the provisions of Section 2(a)(ii).

 

1
 

 

  (ii) Any Holder may provide written notice (the “Limit Notice”) to the Company electing to be subject to the provisions contained in this Section 2(a)(ii); provided, that no Holder shall be subject to this Section 2(a)(ii) unless such Holder makes such election and such election has not been revoked. If the election is made by a Holder by providing a Limit Notice to the Company, the Company shall not effect the exercise of the Holder’s Warrant, and such Holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Company’s actual knowledge, would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the Common Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by such person and its affiliates shall include the number of Common Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Common Shares that would be issuable upon exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates; and shall otherwise be calculated in accordance with Section 13(d) of the Exchange Act. The Holder of a Warrant may revoke its Limit Notice then in effect by providing written notice (“Revocation Notice”) to the Company of such revocation; provided, however, that any such revocation shall not be effective until the sixty-first (61st) day after such Revocation Notice notice is delivered to the Company.”

 

  4. Other Provisions.
       
    (a) Pursuant to Section 10 of the Warrant, this Agreement and the amendment of the Warrant is deemed to be effective as of August 10, 2023.
       
    (b) This Agreement evidences a written agreement, executed by both parties, to effect the amendment of the Warrant. All other provisions of the Warrant remain in full force and effect.
       
    (c) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other Parties hereto, it being understood that all Parties need not sign the same counterpart.

 

2
 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

 

JET.AI, INC.  
     
By: /s/ Michael Winston  
Name: Michael Winston CFA  
Title: Executive Chairman and Interim Chief Executive Officer  
     
GEM YIELD BAHAMAS LTD.  
     
By: /s/ Christopher F. Brown  
Name: Christopher F. Brown  
Title: Director  

 

3

 

v3.23.3
Cover
Oct. 23, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 23, 2023
Entity File Number 001-40725
Entity Registrant Name Jet.AI Inc.
Entity Central Index Key 0001861622
Entity Tax Identification Number 93-2971741
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 10845 Griffith Peak Dr.
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89135
City Area Code (702)
Local Phone Number 747-4000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock, par value $0.0001 per share  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol JTAI
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol JTAIW
Security Exchange Name NASDAQ
Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share  
Title of 12(b) Security Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share
Trading Symbol JTAIZ
Security Exchange Name NASDAQ
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