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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): December
2, 2025
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
December 2, 2025, Jet.AI Inc. (the “Company”), Hexstone Capital, LLC (“Hexstone”),
and Ionic Ventures, LLC (“Ionic”) entered into a letter agreement (the “Letter Agreement”)
setting forth certain understandings and agreements among the Company and Ionic 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.
Pursuant
to the Letter Agreement, Ionic agreed to refrain from taking action to protect its legal rights under the SPA, and the related documents
and agreements among the parties, related to (i) a transaction that may be effected utilizing the registration statement on Form S-3
(File No. 333-281578) as generally identified in the Letter Agreement and (ii) an underwritten public offering not to exceed $10 million.
As consideration for the consent of Ionic and Hexstone, the Company has agreed, among other things, to change the conversion price of
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”) by filing an amendment to the Certificate (the “Amendment”)
such that shares of Series B convertible preferred stock could convert at a lower price.
Specifically,
shares of Series B convertible preferred stock now will convert at a price equal to the lower of (A) $1.63, or (B) 90% (or, if (x) the
Common Stock is suspended from trading on or delisted from the Principal Market at any time after the Initial Issuance Date (whether
or not subsequently cured), 80%) of the lowest daily VWAP of the Common Stock during the period beginning on the Trading Day immediately
after the day on which the applicable Holder receives the shares of Common Stock issuable upon conversion of the Preferred Shares (“Conversion
Shares”) and ending on the Trading Day on which the aggregate dollar volume of the Common Stock traded on the Principal
Market exceeds the product of the Conversion Amount set forth on the applicable Conversion Notice multiplied by seven (7), subject to
a five (5) Trading Day minimum (such period, the “Conversion Measuring Period”); provided, however, that each
day on which (i) the Common Stock has been suspended for trading on all Eligible Markets, (ii) Conversion Shares cannot be sold by the
Holder because of violation of Section 32 by the Company, or (iii) Conversion Shares are not delivered after the Share Delivery Deadline,
shall be excluded from the Conversion Measuring Period. All such determinations to be appropriately adjusted for any stock dividend,
stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock
during such Conversion Measuring Period.
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.
Copies
of the Amendment and the Letter Agreement are filed as Exhibits 3.1 and 10.1, respectively, to this Current Report on Form 8-K.
The
above summary of the Letter Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the Letter Agreement and Amendment, which are incorporated by reference into this Current Report on Form 8-K.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The
information set forth under Item 1.01 above is incorporated into this Item 3.03 by reference.
The
Company filed the Amendment with the Delaware Secretary of State on December 8, 2025.
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
The
information set forth under Items 1.01 and 3.03 above is incorporated into this Item 5.03 by reference to the extent relevant.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amendment No. 2 to Certificate of Designations of Series B Convertible Preferred Stock of Jet.AI Inc. |
| 10.1 |
|
Letter Agreement, dated December 2, 2025, 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 |
December 8, 2025
