Jet.AI Inc 8-K, filed Jan 24, 2024
Jet.AI Inc. (JTAI)
About this 8-K
Jet.AI Inc filed this 8-K on January 24, 2024, reporting on events of January 23, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 1.01 | Entry into Material Definitive Agreement. |
On January 23, 2024, Jet.AI Inc., a Delaware corporation (the “Company”), entered into Warrant Exchange Agreements (the “Warrant Exchange Agreements”) with unaffiliated third party investors (the “Warrant Holders”) with respect to warrants to purchase an aggregate of 483,637 shares of its common stock, par value $0.0001 per share (the “Common Stock”) initially issued by the Company in its initial public offering on August 16, 2021 (the “Public Warrants”). Pursuant to the Warrant Exchange Agreements, on January 23, 2024, the Company has issued an aggregate of 483,637 shares of Common Stock to the Warrant Holders in exchange for the surrender and cancellation of the Public Warrants held by such holders.
A copy of the form of Warrant Exchange Agreement is filed as Exhibit 10.29 to this Current Report on Form 8-K. The above summary of the Warrant Exchange Agreement does not purport to be complete and is qualified in its entirety by reference thereto and is incorporated herein by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Public Warrants pursuant to the Warrant Exchange Agreement was made in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.29 | Form of Warrant Exchange Agreement (incorporated by reference to Exhibit 10.29 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 | |
| Name: | George Murnane | |
| Title: | Interim Chief Financial Officer | |
| Date: January 24, 2024 | ||