Jet.AI Inc. 8-K

What Happened

• On January 8, 2026, Jet.AI Inc. announced it exhausted its previously announced at-the-market (ATM) offering under the Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025. As a result, the company elected to voluntarily reduce the conversion price of its Series B convertible preferred stock (per the Certificate of Designation) to be equal to the closing price of Jet.AI common stock on January 7, 2025, pursuant to Section 8(d) of the Certificate. Apart from this change, the rights and preferences of the Series B convertible preferred stock remain unchanged. The company reported 11,238,147 shares of common stock issued and outstanding as of the filing.

Key Details

• Date of filing: January 8, 2026.
• ATM agreement counterparty: Maxim Group LLC (Equity Distribution Agreement dated November 21, 2025).
• Conversion price adjustment: set equal to the closing price of common stock on January 7, 2025 (per Section 8(d) of the Certificate).
• Common shares outstanding as filed: 11,238,147.

Why It Matters

• Lowering the conversion price for Series B convertible preferred stock changes the economics of conversion: a lower conversion price generally increases the number of common shares that could be issued upon conversion, which can increase potential dilution to existing common shareholders if conversion occurs.
• The filing confirms the ATM offering was exhausted and that no other rights or preferences of the Series B were altered. Investors should review the Company’s prior SEC filings and the Series B Certificate of Designation for full conversion terms and monitor future filings for any conversions or related share issuances.