Business Context and Reporting Period
This Form 8-K Current Report is filed by Jet.AI Inc. (Nasdaq: JTAI) on January 15, 2026, covering events occurring on January 9, 2026, and January 13, 2026. The Company is an emerging growth company based in Las Vegas, Nevada, currently engaged in a proposed merger with flyExclusive, Inc.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The only financial figures disclosed relate to capital raising capacity:
- ATM Facility Increase: The aggregate gross sales price available under the Equity Distribution Agreement ("ATM Agreement") with Maxim Group LLC was increased from $10 million to $50 million.
- Sales Limitation: Sales under the ATM Agreement are capped at one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period, provided that market value remains below $75 million.
Material Changes
The filing reports two material definitive agreements:
- Merger Agreement Amendment: On January 13, 2026, Jet.AI and flyExclusive entered into Amendment No. 3 to their Merger Agreement. This amendment extends the "Outside Date" (the deadline by which the transaction must be completed) from December 31, 2025, to April 30, 2026. All other transaction terms remain unchanged.
- ATM Agreement Amendment: On January 9, 2026, the Company amended its ATM Agreement to increase the share offering capacity to $50 million.
Guidance, Outlook, and Risks
Outlook and Management Commentary: The Company has issued a press release regarding the extension of the merger deadline. Management emphasizes that the extension provides additional time to satisfy closing conditions, including stockholder approvals.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks identified include:
- Failure to obtain necessary stockholder or regulatory approvals for the merger.
- Possibility that the proposed Transactions do not close on time or at all.
- Ability to raise future funding and potential dilution from such funding.
- Ability to continue as a going concern.
- Security interests under credit arrangements and maintaining Nasdaq listing status.
- Intellectual property claims and legal proceedings.
Investor Verification Checklist
- Verify the status of stockholder approvals required for the flyExclusive merger.
- Review the definitive Proxy Statement/Prospectus (Form S-4, File No. 333-284960) for detailed transaction terms.
- Monitor the Company's ability to raise capital under the new $50 million ATM facility, noting the 1/3 market value cap.
- Assess the Company's liquidity and going concern status given the extended merger timeline.
- Check for any updates on the April 30, 2026, Outside Date as the deadline approaches.