Business Context and Reporting Period
This Form 8-K Current Report is filed by Jet.AI Inc. (Nasdaq: JTAI) on February 6, 2026, covering events occurring between February 6 and February 12, 2026. The Company is an emerging growth company incorporated in Delaware. The filing primarily addresses amendments to a pending merger agreement with flyExclusive, Inc. and a notification of non-compliance with Nasdaq listing standards.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The only financial metric disclosed is the market price of the Company's common stock, which has traded below $1.00 per share for 30 consecutive business days, triggering a Nasdaq compliance notice. No specific debt or liquidity figures are provided in this document.
Material Changes and Events
- Merger Agreement Amendment: On February 11, 2026, the Company entered into Amendment No. 4 to its Merger Agreement with flyExclusive, Inc. This amendment eliminates a closing condition that previously required the Company to execute a new securities purchase agreement with a third-party investor for a warrant to purchase up to $50 million of preferred stock.
- Strategic Flexibility: The amendment grants the Company the ability to explore and negotiate potential post-closing strategic transactions, provided they are conditioned upon the closing of the merger and consummated thereafter.
- Nasdaq Non-Compliance: On February 6, 2026, the Company received notice from Nasdaq regarding non-compliance with Listing Rule 5450(a)(1) (Minimum Bid Price Requirement) due to the stock price remaining below $1.00 for 30 consecutive business days.
Outlook, Risks, and Contingencies
Compliance Timeline: The Company has an Initial Compliance Period of 180 calendar days (until August 5, 2026) to regain compliance by maintaining a minimum bid price of $1.00 for ten consecutive business days. If unsuccessful, the Company may be eligible for an Additional Compliance Period of 180 days, contingent on meeting other listing standards and potentially effecting a reverse stock split.
Management Commentary: Management intends to actively monitor the bid price and may consider a reverse stock split within the ratio previously approved by stockholders. However, the Company explicitly states there is no assurance it will regain compliance or avoid delisting.
Risks: Forward-looking statements in the filing highlight risks regarding the ability to obtain stockholder approvals, the possibility that the proposed Transactions may not close, funding uncertainties, and the risk of delisting from Nasdaq.
Investor Verification Checklist
- Verify the current trading price of JTAI to assess the likelihood of meeting the $1.00 minimum bid price requirement within the 180-day window.
- Review the definitive Proxy Statement/Prospectus (Form S-4, File No. 333-284960) for detailed terms of the merger with flyExclusive, Inc.
- Confirm whether the Company has filed a formal plan for a reverse stock split if the stock price does not recover organically.
- Monitor for any updates regarding the elimination of the $50 million warrant condition and its impact on the merger's closing timeline.