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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): 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.) |
|
(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
September 11, 2023, Jet.AI Inc. (the “Company”) entered into a binding term sheet (“Bridge Agreement”) with eight
investors to provide the Company $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing
arrangements. During the month of September, the Company had engaged in discussions with numerous third parties to secure short-term
bridge funding but was not offered terms it found acceptable. Rather, certain related parties of the Company and other parties agreed
to provide the Company this financing on substantially better material terms than it had received from unaffiliated third parties.
The
Bridge Agreement was entered into with, and funding was provided by, Michael Winston, the Executive Chairman of the Board and Interim
Chief Executive Officer, Wrendon Timothy, a member of the Board and all three Committees of the Board, William Yankus, a member of the
Board and two of its Committees, and Oxbridge RE Holdings Limited, a significant shareholder of the Company for which Mr. Timothy
serves as a director and officer, as well as the four other investors named in the Bridge Agreement attached hereto.
Given
Mr. Winston’s dual role as a participant in the negotiations with third parties and his participation in the bridge financing itself,
for avoidance of doubt, he has agreed to waive any right to receive accrued interest on the principal amount of his Note, as well as
any redemption premium or any increase in the principal amount of his Note in connection with an event of default.
The
Company’s Audit Committee pursuant to its Charter and the full Board, including a majority of disinterested directors, unanimously
approved the Agreement, in each case finding that the Agreement was in the best interests of the Company and its stockholders.
The
Bridge Agreement provides for the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount.
The Notes bear interest at 5% per annum and mature on March 11, 2024. The Company is required to redeem the Notes with 100% of the proceeds
of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. The Company anticipates redeeming
the Notes in full with proceeds expected to be received over the next several months from existing financing arrangements.
An
event of default under the Notes includes failing to redeem the Notes as provided above and other typical bankruptcy events of
the Company. In an event of default, the outstanding principal amount of the Notes will increase by 120%, and each investor may convert
its Note into shares of common stock of the Company at the conversion price set forth in the Bridge Agreement attached hereto, with registration
rights associated with those shares.
A
copy of the Bridge Agreement and the Waiver are filed herewith as Exhibits 10.1 and 10.2, and the foregoing descriptions of the Bridge
Agreement and the Waiver are qualified in their entirety by reference thereto.
This
report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
We have based these forward-looking statements on our current expectations and projections about future events. All statements, other
than statements of present or historical fact included in this prospectus, regarding the proposed the Company’s future financial
performance and the Company’s strategy, expansion plans, future operations, future operating results, estimated revenues, losses,
projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,”
“project,” “strive,” “might,” “possible,” “potential,” “predict”
or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause
the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required
by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date of this prospectus. The Company cautions you that these
forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which
are beyond the control of the Company.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
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. Matters that are not covered by the provisions
hereof are subject to the approval and mutual agreement of the parties.
Senior
Secured Promissory Note
Company |
Jet.AI
Inc. (Nasdaq: JTAI) |
|
|
Investors |
As
set forth in the signatures pages hereto. |
|
|
Securities |
Senior
Secured Promissory Notes |
|
|
Aggregate
Principal Amount |
$625,000
(20% OID); |
|
|
Aggregate
Purchase Price |
$500,000
funded upon the execution of this Term Sheet (“Closing”), with each Investor funding the amount set forth on the signature
pages hereto by wire transfer of same day funds to the account specified in Exhibit A. |
|
|
Interest
Rate |
5.0%
per annum |
|
|
Maturity
Date |
6
months from Closing, at which time the then outstanding Aggregate Principal Amount under the Notes shall be paid in full. |
|
|
Redemption |
100%
of the proceeds from any equity or debt financing shall be used to repay the outstanding Principal Amount of the Notes, on a pro
rata basis, so long as any Notes are outstanding. The Company shall pay a redemption premium equal to 110.0% (the “Redemption
Premium”) of the Principal Amount being redeemed. |
|
|
Event
of Default |
Upon
an Event of Default as further outlined in the legal Documentation, the outstanding Principal Amount of the Notes shall increase
by 120% and each Investor may convert the Notes into common stock of the Company at the lower of (a) the Minimum Price to be determined
by the parties and set forth in the Documentation (the “Fixed Conversion Price”) or (b) the lowest daily volume
weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the ten (10) business days prior
to the conversion date (collectively, the “Conversion Price”). For avoidance of doubt, an Event of Default shall
include, without limitation, the failure to comply with the Redemption and Covenants provisions of this Term Sheet, which failure
has not been cured in 30 days, as well as typical bankruptcy events of the Company.
If
the daily VWAP of the common stock is below $1.00 for 10 consecutive trading days, the Conversion Price shall be 95% of the lowest
daily VWAP ten (10) days before conversion date. |
Ownership
Limitation |
No
Investor shall be able to convert the Note into an amount that would result in such Investor (or its affiliates) beneficially owning
more than 4.99% of the outstanding shares of the Company unless such investor beneficially owned greater than 4.99% of the outstanding
shares of the Company on the Effective Date. |
|
|
Covenants |
The
Company agrees so long as any amounts are outstanding under the Notes, the Company will not enter any variable rate financings with
another party unless such financing will be used to redeem the Notes under the terms hereof. |
|
|
Documentation |
Promissory
Notes. Securities Purchase Agreement. |
|
|
Registration |
Upon
an Event of Default, the Company shall include on any Registration Statement the shares underlying the Event of Default conversion. |
|
|
Legal
Doc Prep Fee |
To
be paid by the Company. |
Binding
Agreement: The parties hereto acknowledge the binding nature of this Term Sheet and agree to be bound by the obligations set
forth herein from the Effective Date. The parties hereto agree to negotiate in good faith, using all reasonable best efforts, to
finalize and enter into the Documentation as promptly as practicable, unless the Company has repaid the Notes in full in accordance
with the Redemption provisions set forth above prior thereto (a “Full Pay-off”). Upon a Full Pay-off, this Term Sheet
and any obligations arising hereunder shall terminate and the parties shall each be released of their obligations set forth
herein.
IN
WITNESS, WHEREOF, Company has caused this Term Sheet to be signed in its name by its duly authorized officer this 11th day
of September 2023 (the “Effective Date”).
|
|
Jet.AI
Inc. |
10845 Griffith Peak Dr. Suite 200 |
|
|
Las
Vegas, NV 89135 |
|
|
|
|
By: |
/s/
Mike Winston |
|
|
Michael
D. Winston |
Executive Chairman and |
Interim Chief Executive Officer |
Accepted
and Agreed: |
|
|
|
|
Investor:
Michael Winston |
|
|
|
|
By: |
/s/
Mike Winston |
|
|
|
|
Investor
Funding Amount: $50,000 |
|
Investor
Principal Amount: $62,500 |
|
|
|
|
Investor:
Wrendon Timothy |
|
|
|
|
By: |
/s/
Wrendon Timothy |
|
Name: |
Wrendon
Timothy |
|
Title: |
self |
|
Investor
Funding Amount: $50,000 |
|
Investor
Principal Amount: $62,500 |
|
|
|
|
Investor:
Bill Yankus |
|
|
|
|
By: |
/s/
Bill Yankus |
|
Name: |
William
Yankus |
|
Title: |
Principal |
|
Investor
Funding Amount: $25,000 |
|
Investor
Principal Amount: $31,250 |
|
|
|
|
Investor:
Oxbridge Re Holdings Limited |
|
|
|
|
By: |
/s/
Wrendon Timothy |
|
Name: |
Wrendon
Timothy |
|
Title: |
Chief
Financial Officer |
|
Investor
Funding Amount: $100,000
Investor
Principal Amount: $125,000 |
|
|
Investor:
Jay Madhu |
|
|
|
|
By: |
/s/
Jay Madhu |
|
Name: |
Jay
Madhu |
|
Title: |
Sanjay
Madhu |
|
|
|
|
Investor
Funding Amount: $75,000 |
|
Investor
Principal Amount: $93,750 |
|
|
|
|
Investor: Allan Martin |
|
|
|
|
By: |
/s/
Allan Martin |
|
Name: |
Allan
Martin |
|
Title: |
Director |
|
Investor
Funding Amount: $50,000 |
|
Investor
Principal Amount: $62,500 |
|
|
|
|
Investor:
Thomas Schreiber |
|
|
|
|
By: |
/s/
Thomas Schreiber |
|
Name: |
Thomas
Schreiber |
|
Title: |
|
|
Investor
Funding Amount: $50,000 |
|
Investor
Principal Amount: $62,500 |
|
|
|
Investor:
Arvind Reddy |
|
|
|
|
By: |
/s/
Arvind Reddy |
|
Name: |
Arvind
Reddy |
|
Title: |
Manager |
|
Investor
Funding Amount: $100,000 |
|
Investor
Principal Amount: $125,000 |
|
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 right to received accrued interest on the
principal amount of the Note to be issued to me pursuant to the Term Sheet, as well as any Redemption Premium (as defined in the Term
Sheet) related to such Note or any increase in the principal amount thereof in connection with an Event of Default (as defined in the
Term Sheet).
|
Sincerely, |
|
|
|
|
|
/s/
Michael Winston |
|
|
Michael
Winston |
|
v3.23.2
Cover
|
Sep. 11, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 11, 2023
|
Entity File Number |
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|
Entity Registrant Name |
Jet.AI
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|
Entity Central Index Key |
0001861622
|
Entity Tax Identification Number |
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|
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DE
|
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|
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Suite
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|
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|
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|
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|
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|
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|
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|
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|
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Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Common
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|
Trading Symbol |
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|
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 |
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Security Exchange Name |
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|
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Oxbridge Acquisition (NASDAQ:OXACU)
過去 株価チャート
から 8 2024 まで 9 2024
Oxbridge Acquisition (NASDAQ:OXACU)
過去 株価チャート
から 9 2023 まで 9 2024