Business Context and Reporting Period
Company: Jet.AI Inc. (JTAI)
Filing Type: Form 8-K (Current Report)
Date of Report: January 16, 2026
Reporting Period: Event date January 16, 2026; Signed January 20, 2026
Context: The Company entered into a Letter Agreement with investors Hexstone Capital, LLC and Ionic Ventures, LLC regarding a prior Securities Purchase Agreement (SPA) dated March 28, 2024.
Key Financial Metrics
This filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a corporate governance and capital structure event.
Material Changes
- Conversion of Preferred Stock: The holder of the Company's Series B convertible preferred stock elected to convert all remaining outstanding shares in full.
- Warrant Exercise: Investors fully exercised the warrant issued pursuant to the SPA, converting all underlying Series B shares.
- Conversion Price Adjustment: As consideration for the Investors' consent to refrain from certain legal actions under the SPA, the conversion price for the Series B stock was modified. The new price is set equal to the lowest trading price of the Company's common stock in the ten trading days prior to the conversion date.
- Other Rights: Except for the conversion price change, all other rights and preferences of the Series B convertible preferred stock remain unchanged.
Guidance, Outlook, and Risks
Management Commentary: The filing details the execution of the Letter Agreement to resolve understandings related to the 2024 SPA. No forward-looking guidance, revenue outlook, or strategic commentary is provided in this text.
Risks and Contingencies: The agreement involves the Investors agreeing to refrain from taking certain actions to protect their legal rights under the SPA. The filing notes that the summary is qualified by the full text of the Letter Agreement (Exhibit 10.1).
Investor Verification Checklist
- Verify the specific "lowest trading price" used for the conversion price adjustment over the ten trading days prior to January 16, 2026.
- Review the full text of the Letter Agreement (Exhibit 10.1) to understand the specific legal actions the Investors agreed to refrain from.
- Confirm the total number of common shares issued upon the full conversion of the Series B preferred stock and the warrant exercise.
- Assess the potential dilution impact on existing common shareholders resulting from this conversion.