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 6, 2026
Jet.AI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40725 |
|
93-2971741 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
File
Number) |
|
Identification
No.) |
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code) (702) 747-4000
None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.0001 per share |
|
JTAI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry
into a Material Definitive Agreement. |
As
previously disclosed, on May 6, 2025, Jet.AI Inc. (“Jet.AI” or the “Company”), entered into an Amended and Restated
Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”),
FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo,
Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as a condition
to closing, the Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”)
and (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions
contemplated under the agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive.
On
February 11, 2026, the parties entered into an Amendment No. 4 to Amended and Restated Agreement and Plan of Merger and Reorganization
(the “Amendment”). The Amendment eliminates the closing condition that would have required the Company to execute a new securities
purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up
to $50 million worth of shares of a newly-designated series of preferred stock. Additionally, the Amendment provides the Company with
the ability to explore and negotiate potential post-closing strategic transactions, provided that any such transaction must be (i) conditioned
upon the closing of the Transactions, and (ii) consummated after the closing of the Transactions. All other terms of the Transactions
remain unchanged.
The
foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the agreement itself which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
February 6, 2026, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”),
as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The notification
of noncompliance has no immediate effect on the listing or trading of the Company’s common stock.
The
Company has 180 calendar days, or until August 5, 2026 (the “Initial Compliance Period”), to regain compliance with the Minimum
Bid Price Requirement. To regain compliance, the minimum bid price of the Company’s common stock must meet or exceed $1.00 per
share for a minimum of ten consecutive business days during the Initial Compliance Period. In the event the Company does not regain compliance
with the Minimum Bid Price Requirement during the Initial Compliance Period, the Company may be eligible for an additional 180-calendar
day compliance period (the “Additional Compliance Period”) if, at that time, the Company meets the continued listing requirement
for the market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception
of the bid price requirement. Additionally, the Company would need to provide written notice of its intention to cure the deficiency
during the Additional Compliance Period, including by effecting a reverse stock split, if necessary. The Company’s failure to regain
compliance during the Initial Compliance Period or the Additional Compliance Period, if applicable, could result in delisting.
The
Company intends to actively monitor the bid price of its common stock and may, if appropriate, consider implementing available options
to regain compliance with the Minimum Bid Price Requirement, including the possibility of effecting a reverse stock split at a ratio
within the range previously approved by the Company’s stockholders at its 2025 annual meeting. Although the Company believes it
will be able to timely regain compliance with the Minimum Bid Price Requirement, there can be no assurance that the Company will be able
to regain compliance with the Minimum Bid Price Requirement, satisfy the requirements necessary for eligibility for an Additional Compliance
Period, or maintain compliance with any other listing requirements.
| Item 8.01 |
Other
Information. |
On
February 12, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is filed with this Current
Report on Form 8-K as Exhibit 99.1.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements
are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future, and statements regarding the transactions contemplated by
the Merger Agreement. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking
statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,”
“project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties
(some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or
implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These
risks include risks relating to agreements with third parties; our ability to obtain necessary stockholder approvals and the possibility
that the proposed Transactions do not close when expected or at all because the approval by the Company’s stockholders, or other
approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise funding
in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going
concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the
Nasdaq Stock Market LLC; claims relating to alleged violations of intellectual property rights of others; the outcome of any current
legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating
to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.
Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
Additional
Information and Where to Find It
In
connection with the Transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File
No. 333-284960) (the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in
connection with the proposed Transactions. The Registration Statement includes a proxy statement of the Company and a prospectus of flyExclusive
(the “Proxy Statement/Prospectus”), and flyExclusive may file with the SEC other relevant documents concerning the proposed
Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT
AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE
PROPOSED TRANSACTIONS AND RELATED MATTERS.
A
copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may
be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents,
when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration
Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained,
without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board
Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part
of this communication or incorporated into other filings either company makes with the SEC.
Participants
in the Solicitation of Proxies
Jet.AI,
flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s
stockholders in connection with the proposed Transactions. Jet.AI’s stockholders and other interested persons may obtain, without
charge, more detailed information regarding the names and interests in the proposed Transactions of Jet.AI’s directors and officers
in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders
in connection with the proposed Transactions and a description of their direct and indirect interests will be included in the definitive
proxy statement/prospectus relating to the proposed Transactions when it becomes available. Stockholders, potential investors and other
interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions.
You may obtain free copies of these documents from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the Transactions contemplated by the Merger Agreement and will not constitute an offer to sell or the solicitation of an offer to buy
any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Amendment No. 4 to Amended and Restated Agreement and Plan of Merger and Reorganization, dated February 11, 2026, between Jet.AI Inc., flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. |
| |
|
|
| 99.1 |
|
Press Release, dated February 12, 2026. |
| |
|
|
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
JET.AI
INC. |
| |
|
|
| |
By: |
/s/
George Murnane |
| |
|
George
Murnane |
| |
|
Interim
Chief Financial Officer |
February
12, 2026
