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): October 31, 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)) |
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| ☐ | 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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 31, 2024, Galilee, LLC, a wholly-owned subsidiary of Jet.AI Inc., a Delaware corporation (the “Company”), entered into an Aircraft Purchase Agreement (the “Purchase Agreement”) with Textron Aviation Inc., for the purchase of three Cessna Citation CJ4 aircraft. The aircraft are expected to be delivered to Galilee LLC in the third and fourth quarter of 2026. Upon execution of the Purchase Agreement an initial deposit was paid for each aircraft, and three additional deposits are due on each aircraft and payable on defined intervals starting in November 2024 through August 2025. Upon delivery of the aircraft the remainder of the purchase price will become due and payable. The Purchase Agreement includes obligations with respect to aircraft specifications and configurations, and defines aircraft delivery and acceptance conditions. In addition, the Purchase Agreement sets forth various other covenants and obligations on the parties and prescribes potential remedies that are customary for an agreement of this nature.
The Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Purchase Agreement is subject to, and qualified in its entirety by, the Purchase Agreement, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | + | Portions of this exhibit have been omitted as being both (i) not material and (ii) the type of information that the registrant treats as private or confidential. |
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 5, 2024 | | |
