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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 8, 2024

 

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 250.13e-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. ☐

 

 

 

 
 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A is being filed by Jet.AI Inc. (the “Company”) to amend its current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2024 (the “Original Report”) solely to (i) disclose under Item 5.03 the filing of a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Amendment filed on November 8, 2024, to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) and describe the purpose of such Certificate of Correction, (ii) file as Exhibit 3.3 a copy of the Certificate of Correction and (iii) file a related press release distributed by the Company on November 11, 2024. No other parts of the Original Report presented incorrect information. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Original Report.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The Company filed with the Secretary of State of the State of Delaware the Certificate of Correction stating that fractional shares that would otherwise result from the Reverse Stock Split will receive a cash payment in lieu of such fractional share.

 

The effective date and time of the Certificate of Amendment will remain 12:01 a.m. on November 12, 2024. A copy of the Certificate of Correction is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On November 11, 2024, the Company issued a press release re-affirming the Reverse Stock Split, stating the correct treatment of fractional shares that would otherwise result from the Reverse Stock Split, and containing other related information. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company and the Reverse Stock Split, including, but not limited to, statements regarding the Company’s ability to regain compliance with Nasdaq listing rules or standards including the Company’s belief that the implementation of the Reverse Stock Split will regain the Company’s compliance with the Minimum Bid Price Requirement. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock; the Company may not be able to regain compliance with all Nasdaq continued listing requirements including but not limited to the Bid Price Requirement; and market and other conditions. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, as updated by the Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
3.1   Certificate of Correction of Amendment to the Certificate of Incorporation
     
99.1   Press Release, dated November 1, 2024
     
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
     
November 11, 2024    

 

 

 

 

 

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION

OF

JET.AI INC.

 

Jet AI Inc., a corporation organized and existing under the Delaware General Corporation Law hereby certifies as follows:

 

1. The name of the corporation is Jet.AI Inc. (the “Corporation”).

 

2. A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on November 8, 2024, having a delayed effective date of November 12, 2024 at 12:01 a.m. E.T.

 

3. The Certificate of Amendment to the Certificate of Incorporation of the Corporation requires correction as permitted by Section 103 of the Delaware General Corporation Law.

 

4. The inaccuracy or defect of said Certificate of Amendment to the Certificate of Incorporation of the Corporation is as follows: The description of how fractional shares are treated as a result of the Reverse Stock Split (as defined in the Certificate of Amendment to the Certificate of Incorporation) is inaccurate.

 

5. Section B of the Certificate of Amendment to the Certificate of Incorporation is corrected to read as follows:

 

B. The Certificate is hereby amended by adding Section 1.3 of Article IV to the Certificate as follows:

 

1.3 Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation, as amended, of the Corporation, each two hundred twenty five (225) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive a cash payment in lieu of such fractional share interests. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

 

[Signature Page Follows]

 

 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to the Certificate of Amendment of the Certificate of Incorporation to be signed by its duly authorized officer this 11th day of November, 2024.

 

  JET.AI INC.
     
  By: /s/ George Murnane
    George Murnane, Interim Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

UPDATED: Jet.AI Inc. Announces Reverse Stock Split

 

LAS VEGAS, NV – (November 11, 2024) – Jet.AI Inc. (Nasdaq: JTAI) (the “Company”), today announced that the Company has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-225. The reverse stock split is expected to take effect before markets open on Tuesday, November 12, 2024. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol JTAI and will begin trading on a split-adjusted basis when the market opens on Tuesday, November 12, 2024. The new CUSIP number for the Company’s common stock following the reverse stock split will be 47714H308.

 

The reverse stock split is intended to enable the Company to achieve several important corporate objectives, including enabling the Company to regain compliance with the minimum bid price requirement under Nasdaq’s continued listing criteria and making additional shares of common stock available for future issuance.

 

At the effective time of the reverse stock split, every 225 shares of the Company’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-225 reverse stock split. The reverse split will not result in any change in the par value per share or the total number of authorized shares of common stock.

 

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional shares as a result of the reverse stock split will receive a cash payment in lieu of such fractional share. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise or conversion price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust.

 

About Jet.AI

 

Jet.AI operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft share ownership, jet card, on-fleet charter, management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup® champions. The Company was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA.

 

 
 

 

Forward-Looking Statements

 

This press release 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 of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 or 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 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; our ability to maintain the listing of our common stock on Nasdaq; 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 the Company’s 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.

 

Investor Contact:

 

Gateway Group, Inc.

949-574-3860

[email protected]