Jet.AI Inc. 8-K

What Happened

• Jet.AI Inc. filed an 8-K on Feb 12, 2026 reporting Amendment No. 4 (dated Feb 11, 2026) to its Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc. The Amendment removes a closing condition that would have required Jet.AI to enter a securities purchase agreement that included a warrant to buy up to $50 million of a newly-designated series of preferred stock. The Amendment also permits Jet.AI to explore post-closing strategic transactions so long as they are conditioned on and consummated after the closing of the Transactions. All other merger terms remain unchanged.
• Separately, on Feb 6, 2026 Jet.AI received a Nasdaq notice that its common stock has been below the $1.00 minimum bid-price requirement for 30 consecutive business days (Nasdaq Rule 5450(a)(1)). The company has an initial 180-calendar-day compliance period (until Aug 5, 2026) to regain a $1.00+ bid for at least ten consecutive business days.

Key Details

• Amendment date: February 11, 2026; 8-K filed Feb 12, 2026 (press release filed as Exhibit 99.1).
• Removed closing condition: no longer required to sign a securities purchase agreement that would have issued a warrant to buy up to $50 million of preferred stock.
• Nasdaq noncompliance notice date: February 6, 2026; Initial Compliance Period ends Aug 5, 2026; potential Additional Compliance Period = +180 days if other listing standards are met and company timely notifies Nasdaq.
• Potential remedy options noted by the company include monitoring the stock price and, if appropriate, a reverse stock split within the ratio previously approved by stockholders at the 2025 annual meeting.

Why It Matters

• For investors, the Amendment changes a financing-related closing condition: Jet.AI is no longer required to complete the specific third‑party securities purchase agreement and associated warrant issuance as a condition to closing the merger with flyExclusive, which could affect expected capital structure or dilution tied to that financing arrangement.
• The Nasdaq notice is material: failure to regain the $1.00 bid-price during the initial (or, if eligible, additional) compliance period could lead to delisting—an outcome that can reduce liquidity and value for current shareholders. The company may pursue corrective actions (including a reverse split previously authorized by shareholders) but there is no guarantee of success.
• Investors should review the Registration Statement/Form S-4 and the forthcoming proxy statement/prospectus filed by flyExclusive for full details of the proposed Transactions and read the company’s other SEC filings for risk factors and updates before making investment or voting decisions.