Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

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

(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)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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

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 18, 2024, Jet. AI Inc. (the “Company”) and Ionic Ventures, LLC (“Ionic”) entered into a letter agreement (the “Letter Agreement”) that set forth certain understandings and agreements among the Company and Ionic related to that certain Securities Purchase Agreement dated March 28, 2024 (the “SPA”) and the documents and agreements entered into by the parties in connection therewith.

Under the Letter Agreement Ionic, agreed to refrain from taking action to protect its legal rights under the SPA, and the related documents and agreements among the parties, related to a transaction that may be effected utilizing the registration statement on Form S-3 (File No. 333-281578) as generally identified in the Letter Agreement. In consideration for Ionic’s consent, the Company has agreed to, among other things, change the Conversion Measurement Period (as defined in the Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the “CoD”)) for the first 200 shares of Series B Convertible Preferred Stock that Ionic shall hold upon exercise of the warrant to purchase up to 1,500 shares of Series B Preferred Stock, issued to Ionic on March 29, 2024 (the “Warrant”), to begin on March 28, 2024 and to end in accordance with the CoD. The rights and preferences of the Series B Convertible Preferred Stock have been described in various reports previously filed by the Company with the SEC.

A copy of the Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The above summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference such agreement and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description

10.1		Letter Agreement, dated October 18, 2024, by and between Jet.AI Inc. and Ionic Ventures, LLC.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

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

	JET.AI INC.

	By:	/s/ Michael Winston
		Michael Winston
		Executive Chairman and Interim Chief Executive Officer

Date: 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 in Jet.AI Inc. (“you,” or the “Company”) through that certain securities purchase agreement, dated as of March 28, 2024 (the “Securities Purchase Agreement”), and the other Transaction Documents. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement.

On August 15, 2024, the Company filed a registration statement on Form S-3 (File No. 333-281578), as amended on August 23, 2024, with the SEC in order to register up to $50 million of its securities (the “S-3”).

You have advised us that you wish to consummate a registered direct offering on the S-3, which does not qualify as a Variable Rate Transaction under the Securities purchase Agreement (the “Proposed RD”), and wish for us to refrain from taking any action to protect our rights under the Securities Purchase Agreement. We are consenting to the Proposed RD, only as described above, and agree not to take any action against the Company in connection with the Proposed RD, in all cases only as it relates to the 200 shares of Series B Convertible Preferred Stock that we will hold after partial exercise of our warrant to purchase up to 1,500 shares of Series B Convertible Preferred Stock (the “Warrant”) that we hold as of the date hereof. In consideration for such consent, the Company has agreed to:

No later than 4:00 p.m. (New York Time) on Friday October 18, 2024, the Company will return a signed copy of this consent agreement.

By October 18, 2024, the Company will file a Current Report on Form 8-K disclosing the terms of this consent agreement.

Change the Conversion Measurement Period (as defined in the Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the “CoD”)) for the 200 shares of Series B Convertible Preferred Stock that we will hold as a result of our partial exercise of our Warrant of to begin on March 28, 2024 and to end in accordance with the CoD.

The Company will, so long as the Proposed RD is consummated, promptly pay to the Investor or reimburse the Investor for all the actual and reasonable costs, fees and expenses of negotiation, preparation and execution of this consent, the review of the registration statement and related documents, including the reasonable fees, expenses and disbursements of counsel to the Investor in connection therewith and in respect of prior undertakings of $60,000.

This consent agreement shall be deemed a Transaction Document and is limited as written. As of the date first written above, each reference in the Securities Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents to the Securities Purchase Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall refer to the Securities Purchase Agreement as modified thereby, and this consent and the Securities Purchase Agreement shall be read together and construed as a single agreement. The execution, delivery and effectiveness of this consent agreement shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, any Transaction Document or (B) commit or otherwise obligate the Investor to enter into or consider entering into any other waiver or modification of any Transaction Document.

This consent (a) shall be governed by and construed in accordance with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto, (c) may be modified, waived or assigned only in writing, and (d) is a negotiated document, entered into freely among the parties hereto upon advice of their own counsel, and it should not be construed against any of its drafters. The fact that any term or provision of this consent is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

[Signatures on Next Page]

	INVESTOR:

	IONIC VENTURES, LLC

	By:	Ionic Management, LLC,
		its Manager

	By:	/s/ Brendan O’Neil
	Name:	Brendan O’Neil
	Title:	Manager

Acknowledged and Agreed:

	COMPANY:

	JET.AI INC.

	By:	/s/ George Murnane
	Name:	George Murnane
	Title:	Interim Chief Financial Officer

[Signature Page to Consent]

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