Jet.AI Inc. (NASDAQ: JTAI) ends ATM program, resets Series B conversion

Rhea-AI Filing Summary

Jet.AI Inc. reported that on January 8, 2026 it exhausted its previously announced at-the-market equity offering conducted under an Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025. After completing this program, the Company elected to voluntarily reduce the conversion price of its Series B convertible preferred stock under its Certificate of Designation so that the conversion price equals the closing price of Jet.AI’s common stock on January 7, 2025, pursuant to Section 8(d) of that Certificate. The Company stated that all other rights and preferences of the Series B convertible preferred stock remain unchanged. As of the time of this filing, Jet.AI had 11,238,147 shares of common stock issued and outstanding.

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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): January 8, 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 8.01 Other Information.

On January 8, 2026, Jet.AI Inc. (the “Company”) exhausted it’s previously announced at-the-market offering pursuant to the Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025. As a result, the Company has elected to voluntarily reduce the conversion price of its Series B convertible preferred stock as set forth in that certain Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the “Certificate”), to be equal to the closing price of the Company’s common stock on January 7, 2025, pursuant to Section 8(d) of Certificate.

Except as described above, the rights and preferences of the Series B convertible preferred stock, which have been described in various reports previously filed by the Company with the SEC, did not change.

As of the time of filing this Current Report on Form 8-K, the Company had 11,238,147 shares of common stock, par value $0.0001 per share, issued and outstanding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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

January 8, 2026

FAQ

What did Jet.AI Inc. (JTAI) disclose in this 8-K filing?

Jet.AI Inc. disclosed that it exhausted its previously announced at-the-market equity offering with Maxim Group LLC and then voluntarily reduced the conversion price of its Series B convertible preferred stock as permitted under its Certificate of Designation.

What happened to Jet.AI Inc.’s at-the-market offering program?

On January 8, 2026, Jet.AI Inc. completed and exhausted its at-the-market equity offering that had been conducted under an Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025.

How did Jet.AI Inc. change the terms of its Series B convertible preferred stock?

After the at-the-market program was exhausted, Jet.AI Inc. elected to reduce the conversion price of its Series B convertible preferred stock so that it equals the closing price of the Company’s common stock on January 7, 2025, in accordance with Section 8(d) of the applicable Certificate of Designation.

Did Jet.AI Inc. change any other rights of the Series B preferred stock?

Jet.AI Inc. stated that, except for the conversion price adjustment described, the rights and preferences of the Series B convertible preferred stock did not change from what has been described in its previously filed reports.

How many Jet.AI Inc. common shares are outstanding in this filing?

As of the time of this filing, Jet.AI Inc. reported 11,238,147 shares of common stock, par value $0.0001 per share, issued and outstanding.

Who signed this Jet.AI Inc. 8-K report?

The report was signed on behalf of Jet.AI Inc. by George Murnane, who is identified as the Interim Chief Financial Officer.