Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ:
JTAI), an innovative private aviation and artificial
intelligence (“AI”) company, announced the expiration and results
of its previously announced exchange offer (the “Offer”) and
consent solicitation (the “Consent Solicitation”) relating to its
outstanding (i) redeemable warrants to purchase shares of Company
common stock, par value $0.0001 per share (the “common stock”),
which warrants trade on The Nasdaq Capital Market under the symbol
“JTAIW” (the “redeemable warrants”), (ii) merger consideration
warrants to purchase shares of common stock, which warrants trade
on the Nasdaq Capital Market under the symbol “JTAIZ” (the “merger
consideration warrants”), and (iii) private placement warrants to
purchase shares of common stock (the “private placement warrants”
and, together with the redeemable warrants, and public warrants,
the “Warrants”). The Offer and Consent Solicitation expired one
minute after 11:59 p.m., Eastern Time, on July 25, 2024.
Jet.AI has been advised that 8,930,344
redeemable warrants (approximately 90.6% of the outstanding
redeemable warrants), 5,760,000 private placement warrants
(approximately 100% of the outstanding private placement warrants)
and 5,029,657 merger consideration warrants (approximately 67.7% of
the outstanding merger consideration warrants) were validly
tendered and not validly withdrawn prior to the expiration of the
Offer and Consent Solicitation. The Company accepted all validly
tendered warrants for exchange or exercise and settlement on July
30, 2024.
Pursuant to the terms of the Offer, the Company
issued an aggregate of approximately nine and a half million shares
of Common Stock in exchange for the Warrants tendered in the Offer,
bringing the total shares outstanding to 23,448,162 shares as of
July 30th, 2024.
In addition, pursuant to the Consent
Solicitation, the Company received the approval of parties
representing approximately 94.1% of the outstanding redeemable
warrants and private placement warrants to enter into the 2021
Warrant Agreement Amendment, and also received the approval of
parties representing approximately 67.7% of the outstanding merger
consideration warrants to enter into the 2023 Warrant Agreement
Amendment. Accordingly, the Company and Continental Stock Transfer
& Trust Company are entering into each of the 2021 Warrant
Agreement Amendment and the 2023 Warrant Agreement Amendment, and
the Company intends to exercise its right, in accordance with the
terms of such amendments, to exchange each warrant that is
outstanding upon the closing of the Offer. The Company plans to fix
the date for such exchange as August 15th, 2024. On July 31st,
2024, the Company intends to provide notice of the exercise of its
right, in accordance with the terms of the warrant amendments, to
acquire and retire all remaining untendered Warrants in exchange
for Common Stock. Following such exchange, the Company expects to
issue approximately 2.4 million additional shares and no Warrants
will remain outstanding.
Morrow Sodali LLC served as the Information
Agent for the Offer and Consent Solicitation and Continental Stock
Transfer & Trust Company served as the Exchange Agent.
No Offer or Solicitation
This press release shall not constitute an offer
to exchange or the solicitation of an offer to exchange or the
solicitation of an offer to purchase any securities, nor shall
there be any exchange or sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. A registration statement on
Form S-4 relating to the securities issued, or to be
issued in the Offer was declared effective on July 22, 2024. The
Offer and Consent Solicitation was made only through the Schedule
TO and Prospectus/Offer to Exchange, and related letter of
transmittal, and the complete terms and conditions of the Offer and
Consent Solicitation are set forth in the Schedule TO and
Prospectus/Offer to Exchange, and related letter of
transmittal.
About Jet.AIJet.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 fractions, 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.
Cautionary Statement Regarding
Forward-Looking StatementsThis Current Report on Form 8-K
contains forward-looking statements within the meaning of the
federal securities laws, including statements regarding the
expected timing of the Offer and Consent Solicitation. 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, but the absence of these words does not
mean that a statement is not forward-looking. 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. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
Current Report on Form 8-K, including, but not limited to those
described under the section entitled “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2023 and Registration Statement on Form S-4, filed June 27,
2024, as such factors may be updated from time to time in the
Company’s periodic filings with the SEC, which are accessible on
the SEC’s website at www.sec.gov.
New risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements we may make. In light of these risks, uncertainties and
assumptions, the forward-looking events and circumstances discussed
in this press release may not occur and actual results could differ
materially and adversely from those anticipated.
Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and we assume no obligation and do
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events or otherwise.
We do not give any assurance that we will achieve our
expectations.Contacts:Gateway Group,
Inc.949-574-3860Jet.AI@gateway-grp.com
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