[8-K] Jet.AI Inc. Reports Material Event
Rhea-AI Filing Summary
Jet.AI Inc. reported two key actions: a large reverse stock split and a strategic investment tied to SpaceX. The company implemented a 1-for-200 reverse stock split of its common stock, mainly to help regain compliance with Nasdaq’s minimum $1.00 bid-price listing requirement.
After the split, issued and outstanding shares decreased from 129,362,471 to about 646,812, with no change in par value or authorized share count; fractional shares are settled in cash, and options and warrants were proportionally adjusted. Jet.AI also subscribed for 8,347 equity certificates in a Verso vehicle for $5,250,000, providing an economic interest that tracks SpaceX preferred stock through an SPV structure, aligning with its pivot toward AI infrastructure and exposure to SpaceX and xAI.
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Insights
Jet.AI enacts a deep reverse split and buys SpaceX-linked exposure.
Jet.AI executed a 1-for-200 reverse stock split, shrinking outstanding shares from 129.4 million to about 646,812. The main stated goal is to regain compliance with Nasdaq’s $1.00 minimum bid price and preserve the stock market listing.
Reverse splits at this scale often signal prior share price pressure, but they are mechanically neutral: each holder’s percentage ownership and voting power remain largely unchanged, aside from cash in lieu of fractional shares. All equity awards and convertibles were adjusted so their economic value is preserved.
The company also committed $5,250,000 to 8,347 Verso equity certificates that track SpaceX preferred stock through an SPV. This is framed as supporting a strategic pivot toward AI infrastructure and gaining economic exposure to SpaceX and xAI. Actual financial impact will depend on SpaceX and xAI performance and any future liquidity events they pursue.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Equity Certificates Subscription Agreement financial
Special Purpose Vehicle financial
preferred stock financial
emerging growth company regulatory
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 7, 2026, Jet.AI Inc. (the “Company”) entered into an Equity Certificates Subscription Agreement (the “Subscription Agreement”) with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates (the “Certificates”) in Verso for an aggregate subscription price equal to $5,250,000, which included a five percent subscription fee equal to $250,000. The applicable management fee and performance fee were each waived. On April 8, 2026, the Company completed the subscription.
The Certificates are issued by Verso and track shares of SpaceX preferred stock, which are held by a captable fund, with each Certificate corresponding to one share of SpaceX preferred stock. The Certificates are redeemable by Verso, in its sole discretion in cash or in kind, upon one or more Redemption Events (as defined in the Subscription Agreement).
The foregoing summary of the terms of the Subscription Amendment is subject to, and qualified in its entirety by, the agreement itself, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth under Item 1.01 above is incorporated into this Item 2.01 by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
As previously disclosed, on December 19, 2025, the Company’s stockholders approved a proposal to grant the Company’s board of directors (the “Board”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not greater than one-for-two hundred fifty, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of the Company’s stockholders.
On March 9, 2026, the Board unanimously approved a 1-for-200 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”).
The Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware on April 7, 2026 to effect the Reverse Stock Split. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Reason for the Reverse Stock Split
The Company effected the Reverse Stock Split to, among other things, regain compliance with the Nasdaq Stock Market LLC’s continued listing rules, which require that the minimum bid price of the Company’s common stock be at least $1.00 per share.
Effects of the Reverse Stock Split
Effective Date
The Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 8, 2026 (the “Effective Date”) and the Company’s common stock began trading on a split-adjusted basis at the opening of the market on the Effective Date.
Symbol; CUSIP Number
The trading symbol for the Company’s common stock is “JTAI” and the new CUSIP number for the common stock following the Reverse Stock Split is 47714H407.
Split Adjustment; Treatment of Fractional Shares
On the Effective Date, the total number of shares of common stock held by each stockholder of the Company was automatically converted into a number of shares of common stock equal to the number of issued and outstanding shares of common stock held by such stockholder immediately prior to the Reverse Stock Split, divided by 200. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record otherwise entitled to receive fractional shares as a result of the Reverse Stock Split will receive a cash payment in lieu of such fractional shares.
Also on the Effective Date, all options, warrants, and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split were adjusted by dividing the number of shares of common stock into which the options, warrants, and other convertible securities are exercisable or convertible by 200, and multiplying the exercise or conversion price thereof by 200, all in accordance with the terms of the plans, agreements, or arrangements governing such options, warrants, and other convertible securities. Such proportional adjustments were also be made to securities issued and issuable under any equity compensation plan.
The Reverse Stock Split affected all stockholders uniformly and each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged except for any immaterial changes and adjustments that resulted from the treatment of fractional shares. The Reverse Stock Split did not alter the par value of the common stock or result in a change of the total number of authorized shares of common stock.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth under Item 3.03 above is incorporated into this Item 5.03 by reference.
| Item 7.01 | Regulation FD Disclosure. |
On April 6, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On April 8, 2026, the Company issued a press release announcing its entry into the Subscription Agreement. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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. 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 any proposed transactions do not close when expected or at all because any required approvals or 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 Securities and Exchange Commission.
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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Jet.AI Inc. | |
| 10.1* | Equity Certificates Subscription Agreement, dated April 7, 2026, between Jet.AI Inc., VERSO Capital 2 SCSP, and Verso Management Ltd. | |
| 99.1 | Press Release, dated April 6, 2026. | |
| 99.2 | Press Release, dated April 8, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed document. The Registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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 | ||
April 10, 2026
Exhibit 99.1
Jet.AI Inc. Announces Reverse Stock Split
LAS VEGAS, NV, April 06, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), today announced that it has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-200. The reverse stock split is expected to take effect before markets open on Wednesday, April 8, 2026. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol “JTAI” and will begin trading on a split-adjusted basis when the market opens on Wednesday, April 8, 2026. The new CUSIP number for the Company’s common stock following the reverse stock split will be 47714H407. As of April 6, 2026, the Company has 129,362,471 shares of common stock issued and outstanding. Following the reverse stock split, the Company expects to have approximately 646,812 shares of common stock issued and outstanding.
The reverse stock split is intended to enable the Company to achieve several important corporate objectives, including enabling the Company to maintain compliance with the minimum bid price requirement under Nasdaq’s continued listing criteria and making additional shares of common stock available for future issuance.
At the effective time of the reverse stock split, every 200 shares of the Company’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-200 reverse stock split. The reverse split will not result in any change in the par value per share or the total number of authorized shares of common stock.
The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional shares as a result of the reverse stock split will receive a cash payment in lieu of such fractional share. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise or conversion price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust Company.
About Jet.AI
Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the Nasdaq Capital Market under the ticker symbol “JTAI”.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions 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 predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Jet.AI Investor Relations:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
Exhibit 99.2
Jet.AI Announces $5 Million SPV Economic Interest in xAI (SpaceX)
LAS VEGAS, NV, April 08, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a $5 million strategic investment intended to provide an economic interest in SpaceX and its related subsidiaries, including but not limited to x.AI / Grok, Starlink, and X / Twitter. The investment was made through a Special Purpose Vehicle (“SPV”) that held equity in xAI, prior to x.AI’s recent acquisition by SpaceX.
The investment is intended to reinforce Jet.AI’s strategic pivot toward AI infrastructure and to gain economic exposure into SpaceX and xAI’s potential performance and growth. Beyond xAI’s focus on data centers and AI systems like Grok, SpaceX is working to reduce the cost of sending cargo to space, to make an orbiting solar-powered data center a realistic and cost-efficient possibility. Jet.AI believes exposure to and economic interest in SpaceX and xAI’s technology and development trajectory aligns with Jet.AI’s long-term focus on and pivot towards high-performance AI systems and infrastructure. The Company also believes this investment may provide a potential liquidity event involving SpaceX, such as a public offering.
SpaceX Prospective IPO Size and Valuation
It has been widely reported that SpaceX has confidentially filed for an initial public offering (IPO) with the SEC, setting the stage for what could be the largest IPO in history.
Third party reports indicate the company is targeting a valuation of $1.75 trillion to more than $2 trillion at listing. This would represent a sharp increase from its ~$800 billion private valuation in late 2025 and the $1.25 trillion combined valuation after its merger with xAI in early 2026.
Market speculation is that the IPO would be expected to raise as much as $75 billion in new capital (with some earlier estimates around $50 billion). This would dwarf the current record holder, Saudi Aramco’s $29.4 billion IPO in 2019.
| ● | At a ~$1.75T–$2T valuation, the offering size positions SpaceX as potentially the first “10-figure” (trillion-dollar scale) IPO by market debut value. | |
| ● | Up to 30% of shares could be allocated to retail investors (far above the typical 5–10%), with plans for a special event hosting ~1,500 retail investors on June 11. |
Prospective Timeline
| ● | Prospectus expected in late May 2026. | |
| ● | Roadshow targeted for the week of June 8, 2026. | |
| ● | Potential listing in June or July 2026. |
These details remain fluid - final pricing, exact size, and timing will depend on investor demand, market conditions, and regulatory review.
About Jet.AI
Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the Nasdaq Capital Market under the ticker symbol “JTAI”.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions 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 predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Jet.AI
Investor Relations:
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com