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2026-01-09
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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 9, 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.
Merger
Agreement Amendment
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
January 13, 2026, the parties entered into an Amendment No. 3 to Amended and Restated Agreement and Plan of Merger and
Reorganization (the “Merger Amendment”). The Merger Amendment extends the Outside Date (as defined in the Merger
Agreement) from December 31, 2025 to April 30, 2026. All other terms of the Transactions remain unchanged.
The
foregoing summary of the terms of the Merger 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.
ATM
Agreement Amendment
As
previously disclosed in a Current Report on Form 8-K made by the Company with the U.S. Securities and Exchange
Commission (“SEC”), on November 28, 2025, the Company entered into an Equity Distribution Agreement (as amended, the “ATM
Agreement”) with Maxim Group LLC (the “Agent”). Pursuant to the ATM Agreement, the Agent agreed to act as the Company’s
sole sales agent with respect to the offer and sale from time to time of shares of the Company’s common stock, par value $0.0001
per share, initially having an aggregate gross sales price of up to $10 million (the “Shares”), by any method permitted by
law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (the “Act”),
which includes sales made directly on the Nasdaq Stock Market LLC and such other sales as agreed upon by the Company and the Agent.
On
January 9, 2026, the Company and Agent entered into an amendment to the ATM Agreement to increase the amount of Shares that may be sold
to shares having an aggregate gross sales price of $50 million (the “ATM Amendment”). A copy of the ATM Amendment
is filed as Exhibit 10.1 to this Current Report on Form 8-K. Despite the increase to the amount of Shares that may be sold pursuant
to the ATM Amendment, the Company will not sell the Shares in a public primary offering with a value exceeding more than one-third
(1/3) of the aggregate market value of the Company’s common stock held by non-affiliates in any twelve (12)-month period, so long
as the aggregate market value of the Company’s outstanding common stock held by non-affiliates remains below $75,000,000.
Any
Shares sold under the ATM Agreement will be issued pursuant to a prospectus dated September 9, 2024, a prospectus supplement dated November
21, 2025, and a prospectus supplement dated January 9, 2026, filed with the SEC in connection with the Company’s shelf registration
statement on Form S-3 (File No. 333-281578) that was originally filed with the SEC on August 15, 2024.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
The
foregoing description of the ATM Amendment and the ATM Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the ATM Amendment and the ATM Agreement, respectively. Both the ATM Amendment and the
ATM Agreement that was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, are incorporated
into this Current Report on Form 8-K by reference.
| Item 8.01 |
Other
Information. |
On
January 14, 2026, the Company issued a press release announcing the extension of the Outside Date. 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. 3 to Amended and Restated Agreement and Plan of Merger and Reorganization, dated January 13, 2026, between Jet.AI Inc., flyExclusive,
Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. |
| 5.1 |
|
Opinion of Dykema Gossett, PLLC. |
| 10.1 |
|
Amendment No. 1 to Equity Distribution Agreement, dated January 9, 2026, between the Company and Maxim Group LLC. |
| 23.1 |
|
Consent of Dykema Gossett, PLLC (contained in Exhibit 5.1). |
| 99.1 |
|
Press
Release, dated January 14, 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 |
January
15, 2026
