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Premier Air Charter Holdings Inc. entered into two Conversion Agreements to extinguish an aggregate $2,932,195 of subsidiary debt in exchange for issuing 45,680 shares of its Series A Preferred Stock. Each agreement provides that the applicable debt is fully extinguished upon execution, with the preferred shares to be issued within ten business days. The issuance relied on Section 4(a)(2) of the Securities Act and the shares will bear restrictive legends; holders represented accredited investor status and investment intent.
Separately, on November 7, 2025, the company filed a Certificate of Amendment in Nevada to increase authorized Series A Preferred Stock from 100,000 to 155,000 shares, with all other terms unchanged. The amendment was approved by the Board and by written consent of the sole holder of the outstanding Series A Preferred Stock pursuant to NRS 78.1955.
Premier Air Charter Holdings Inc. entered a Conversion Agreement with Innoworks Employment Services to exchange $6,419,269.43 in debt, including accrued interest owed by its subsidiary, for 100,000 shares of Series A Preferred Stock. The debt consolidated notes from February 2, 2024 and August 1, 2024, plus additional amounts as of March 19, 2025.
The company designated 100,000 shares as Series A Preferred on August 6, 2025. On October 21, 2025, it amended the Series A conversion price from $0.04 per share to $0.25 per share, as approved by the board and requisite stockholders, reflecting a mutual aim to align terms with the company’s position and reduce potential dilution upon conversion.
Premier Air Charter Holdings Inc. filed a Form 8-K stating that on October 9, 2025 it issued a press release detailing its financial results for the period ended September 30, 2025. The company has furnished the full text of this press release as Exhibit 99.1, and it is not treated as filed for liability purposes under Section 18 of the Exchange Act unless specifically incorporated by reference in another filing.