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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 16, 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. |
On
January 16, 2026, Jet.AI Inc. (the “Company”), Hexstone Capital, LLC (“Hexstone”), and Ionic Ventures, LLC (together
with Hexstone, the “Investors” and the Investors together with the Company, the “Parties”) entered into a letter
agreement (the “Letter Agreement”) setting forth certain understandings and agreements among the Company and the Investors
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.
Concurrent
with the execution of the Letter Agreement, the holder
of the Company’s Series B convertible preferred stock elected to convert all of the Company’s remaining
outstanding shares of Series B convertible preferred stock
in full. This means that the Investors have fully exercised the warrant which was issued pursuant to the SPA and have converted
all of the shares of Series B convertible preferred stock underlying the warrant.
Pursuant
to the Letter Agreement, the Investors agreed to refrain from taking certain action to protect their legal rights under the SPA, and
the related documents and agreements among the Parties, as further described in the Letter Agreement. As consideration for the consent
of the Investors, pursuant to Section 8(d) of the Company’s Certificate of Designation for the Series B Convertible Preferred Stock,
the Parties agreed to change the conversion price of the Series B convertible preferred stock to be equal to the lowest trading price
of the Company’s common stock in the ten trading days prior to the date the shares of Series B convertible preferred stock were
converted.
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.
The
above summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Letter Agreement, dated January 16, 2026, by and among Jet.AI Inc., Hexstone Capital, LLC, and Ionic Ventures, LLC. |
| |
|
|
| 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
20, 2026
