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Jet.AI Inc. has filed a resale registration covering up to 1,956,000 shares of common stock for selling stockholders Ionic Ventures and Hexstone Capital. These shares are issuable upon partial conversion of 989 shares of Series B Preferred Stock previously sold in a private placement that also included a warrant, now fully exercised, which provided Jet.AI with $15.0 million of gross proceeds.
The company will not receive proceeds from resale of these shares. As of August 29, 2025, Jet.AI had 3,261,256 common shares outstanding, which would rise to 5,217,256 shares if all registered shares are issued and sold. The filing details significant potential dilution and notes a 9.99% beneficial ownership cap that limits how much stock a holder can own at any one time, though conversions over time can exceed that threshold in aggregate.
The prospectus also highlights a pending merger-and-spin transaction with flyExclusive, a data-center joint venture requiring up to $20 million of Jet.AI contributions, and the company’s recent history regaining Nasdaq compliance through capital actions and a 225‑for‑1 reverse split.
Hexstone Capital LLC and Brendan O'Neil jointly report beneficial ownership of 361,959 shares of Jet.AI Inc. common stock, representing 9.9% of the outstanding shares based on 3,261,256 shares outstanding. The reported shares are issuable upon conversion of 450 shares of Series B Convertible Preferred Stock held by Hexstone. Conversions are subject to a 9.99% beneficial ownership limitation in the Preferred Stock's Certificate of Designations, which prevents Hexstone from converting to exceed that cap. Mr. O'Neil is the managing member of Hexstone and may be deemed to beneficially own the shares held by the firm.
Jet.AI Inc. Schedule 13G/A (Amendment No. 2) reports that Ionic Ventures, Ionic Management, Brendan O'Neil and Keith Coulston (the Reporting Persons) beneficially own 316,630 shares of common stock, equal to 9.9% of the issuer's 3,116,256 common shares outstanding as of June 20, 2025. The position comprises 263,411 directly held common shares plus up to 53,219 shares issuable upon conversion of 989 shares of Series B Convertible Preferred Stock at a $2.50 conversion price. Conversions are limited by a 9.99% beneficial ownership limitation (the "Blocker") in the Preferred Stock's Certificate of Designations, which restricts Ionic from converting to the extent doing so would exceed that cap. Voting and dispositive power over the reported shares is shared among Ionic, Ionic Management and managers Brendan O'Neil and Keith Coulston. The amendment updates prior Schedule 13G disclosures to reflect these ownership figures.