Business Context and Reporting Period
Company: flyExclusive, Inc. (FLYX)
Filing Type: Form 8-K (Current Report)
Date of Report: February 10, 2026
Reporting Period: Events occurring on February 10, 2026
Business Overview: The Company is an emerging growth company incorporated in Delaware, with principal executive offices in Kinston, NC. It trades on the NYSE American LLC under the symbol FLYX (Class A Common Stock) and FLYX WS (Redeemable Warrants).
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding corporate actions and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the reporting period.
- Capital Raise Capacity: Up to $6,917,931 in Class A Common Stock available for sale under the new ATM Agreement.
- Transaction Costs: 2.5% commission on gross sales price paid to the sales agent.
- Expense Reimbursement: Up to $65,000 initial reimbursement plus up to $5,000 per quarter to the agent.
- Debt and Liquidity: No specific debt or liquidity figures are provided in this document.
Material Changes
The following material agreements and changes were executed on February 10, 2026:
- Entry into ATM Agreement: Entered into an "At The Market" (ATM) Offering Agreement with Lucid Capital Markets, LLC. This allows the Company to sell shares of Class A Common Stock from time to time through the agent as sales agent or principal.
- Termination of Over-Allotment Option: Amended the Underwriting Agreement dated January 9, 2026, to terminate the underwriters' 45-day over-allotment option to purchase up to 222,833 additional shares of Common Stock.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing does not provide specific financial guidance or operational outlook. The ATM Agreement provides flexibility to raise capital based on market conditions, but the Company is not obligated to sell any shares, and the Agent is not obligated to buy or sell any shares.
Risks and Contingencies:
- Sale Uncertainty: There is no assurance that the Company will sell any shares under the ATM Agreement, nor any assurance regarding the price, amount, or timing of such sales.
- Dilution: Future sales of shares under the ATM Agreement may result in dilution to existing shareholders.
- Market Conditions: Sales are subject to prevailing market prices and the Company's discretion regarding price, time, and size limits.
Key Facts for Investor Verification
- Verify the current share price and trading volume of FLYX on NYSE American to assess the potential impact of the ATM offering.
- Review the Company's most recent 10-K or 10-Q to understand current cash reserves and liquidity needs driving this capital raise.
- Confirm the total number of authorized but unissued shares to determine the maximum potential dilution under the $6.9 million cap.
- Monitor future filings for actual sales activity under the ATM Agreement and the resulting proceeds.