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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): April 22, 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.
As
previously announced, on February 6, 2026, Jet.AI Inc. (the “Company”) received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was 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 had been
below $1.00 per share for 30 consecutive business days.
Also
as previously announced, on April 8, 2026, the Company effected a 1-for-200 reverse stock split of its issued and outstanding common
stock to, among other things, regain compliance with the Minimum Bid Price Requirement.
On
April 22, 2026, the Company received written notice from Nasdaq that for the last ten consecutive business days, from April 8, 2026 through
April 21, 2026, the closing bid price of the Company’s common stock was at $1.00 per share or greater and that the Company has
regained compliance with the Minimum Bid Price Requirement. No further deficiencies remain outstanding at this time. Although the Company
believes it will be able to maintain compliance with Nasdaq’s continued listing rules in the future, there can be no assurance
that the Company will be able to maintain compliance.
The
Company remains committed to maintaining strong financial discipline and governance going forward and the Company believes that regaining
Nasdaq compliance allows management to focus on advancing its strategic priorities, including the development of its AI data center portfolio.
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 |
| |
|
|
| 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 |
April 23, 2026
