Jet.AI Inc. 8-K

What Happened Jet.AI Inc. filed an 8-K reporting two material actions: a 1-for-200 reverse stock split of its common stock that became effective April 8, 2026, and the company’s April 7–8, 2026 subscription for 8,347 equity certificates issued by VERSO Capital 2 SCSP (Verso) for $5,250,000. The certificates track shares of SpaceX preferred stock (one certificate per SpaceX preferred share) and were completed on April 8, 2026.

Key Details

• Reverse stock split: 1-for-200 approved by the Board (Board authorization originally approved by stockholders Dec 19, 2025); Certificate of Amendment filed April 7, 2026; effective 12:01 a.m. ET April 8, 2026. New CUSIP: 47714H407. Trading symbol remains JTAI.
• Fractional shares: No fractional shares were issued; holders otherwise entitled to fractions receive cash in lieu. All options, warrants and convertible securities were adjusted (shares ÷ 200; exercise/conversion price × 200).
• Verso subscription: Jet.AI subscribed for 8,347 equity certificates for an aggregate subscription price of $5,250,000 (includes a 5% subscription fee of $250,000); management and performance fees were waived. Subscription Agreement dated April 7, 2026 and completed April 8, 2026. Certificates are redeemable by Verso, in its sole discretion, upon defined Redemption Events.
• Public notices: Press releases were issued April 6 (reverse split) and April 8 (Verso subscription) and are attached as exhibits to the 8-K.

Why It Matters The reverse split reduces the number of outstanding shares and raises the per‑share trading level (split‑adjusted trading began April 8), a step the company says was taken to regain compliance with Nasdaq’s $1.00 minimum bid-price rule. For shareholders, percentage ownership and voting power remain essentially the same, but share counts, trading price and option/warrant terms are adjusted and fractional-share holders will receive cash. Separately, Jet.AI deployed $5.25M to gain exposure to SpaceX preferred shares through Verso’s certificates; the certificates create exposure to SpaceX but are redeemable at Verso’s discretion, so timing and liquidity are subject to the agreement’s Redemption Events.