As
filed with the Securities and Exchange Commission on November 13, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Jet.AI
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
93-2971741 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification
No.) |
10845
Griffith Peak Dr., Suite 200
Las
Vegas, Nevada 89135
702-747-4000
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael
Winston
Interim
Chief Executive Officer
Jet.AI
Inc.
10845
Griffith Peak Dr., Suite 200
Las
Vegas, Nevada 89135
702-747-4000
(Name,
address, including zip code and telephone number, including area code, of agent for service)
Copies
to:
Kate
L. Bechen
Hallie
D. Heath
Dykema
Gossett PLLC
111
E. Kilbourn Ave., Suite 1050
Milwaukee,
WI 53202
(414)
488-7300
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not
sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities, and the selling stockholder is not soliciting offers to buy these securities, in
any state where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED NOVEMBER 13, 2024
PRELIMINARY
PROSPECTUS
Jet.AI
Inc.
350,000
Shares of Common Stock
This
prospectus relates to the resale from time to time of up to 350,000 shares of our common stock, par value $0.0001 per share (“Common
Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees,
assignees, distributees, donees or successors-in-interest, the “Selling Stockholder”). The shares of Common Stock being registered
hereunder consist of up to 350,000 shares of Common Stock issuable upon conversion of 1,350 shares of Series B Preferred Stock,
par value $0.0001 per share (“Series B Preferred Stock”), which are issuable upon the exercise of a warrant (the “Warrant”)
held by the Selling Stockholder (the “Shares”). For additional information on the
Shares, see “Prospectus Summary - The Selling Stockholder Transaction.”
Our
registration of the Shares covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Shares.
The Selling Stockholder acquired the Shares in private transactions exempt from registration under the Securities Act of 1933, as amended
(the “Securities Act”).
We
will not receive any proceeds from the resale of the Shares by the Selling Stockholder in this offering. All selling and other expenses
incurred by the Selling Stockholder will be paid by the Selling Stockholder, except for certain legal fees and expenses, which will be
paid by us. The Selling Stockholder may sell, transfer or otherwise dispose of any or all of the Shares offered by this prospectus from
time to time on The Nasdaq Stock Market LLC (“Nasdaq”) or any other stock exchange, market, or trading facility on which
the shares are traded, or in private transactions. The Shares may be offered and sold or otherwise disposed of by the Selling Stockholder
at fixed prices, market prices prevailing at the time of sale, prices related to prevailing market prices, or privately negotiated prices.
Refer to the section entitled “Plan of Distribution” for more information regarding how the Selling Stockholder may
offer, sell, or dispose of their Shares. To the extent that the Selling Stockholder exercises all or part of the Warrant, we will receive
the exercise price of such exercise. We will bear all fees and expenses incident to our obligation to register the Shares.
Our
Common Stock is traded on Nasdaq under the symbol “JTAI”. On November 12, 2024, the last reported sale price of our
Common Stock on Nasdaq was $6.64 per share.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
We
are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with
reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging
growth company.
Investing
in our Common Stock involves risks. Before buying any shares of Common Stock, you should review carefully the risks and uncertainties
described under the heading “Risk Factors” beginning on page 6 of this prospectus and in the documents incorporated by reference
into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is ,
2024
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)
pursuant to which the Selling Stockholder may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock
covered by this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the Shares offered by it described
in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this
prospectus forms a part. The prospectus supplement or post-effective amendment may add, update or change information contained in this
prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective
amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. The registration statement we filed
with the SEC, of which this prospectus forms a part, includes exhibits that provide more detail of the matters discussed in this prospectus.
You should read this prospectus, any post-effective amendment, and any applicable prospectus supplement and the related exhibits filed
with the SEC before making your investment decision. The registration statement and the exhibits can be obtained from the SEC, as indicated
under the section entitled “Where You Can Find More Information.”
You
should rely only on the information contained in this prospectus. Neither we nor the Selling Stockholder have authorized anyone to provide
you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment,
or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder
take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. If anyone
provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing
in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the
date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates.
Neither we nor the Selling Stockholder are making an offer to sell our Common Stock in any jurisdiction where the offer or sale thereof
is not permitted. You should not assume that the information appearing in this prospectus any post-effective amendment and any applicable
prospectus supplement to this prospectus is accurate as of any date other than their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those dates. You should read carefully the entirety of this prospectus before
making an investment decision.
Industry
And Market Data
Some
of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available
information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently
verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market
and industry data contained herein, and our beliefs and estimates based on such data, may not be reliable.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus or incorporated by reference herein. This summary does not contain
all of the information you should consider before investing in our shares of Common Stock. Before deciding to invest in our shares of
Common Stock, you should read this entire prospectus carefully, including the section of this prospectus entitled “Risk Factors”
beginning on page 6.
As
used in this prospectus, unless the context requires otherwise, the terms “Company,” “Jet.AI,” “we,”
“our” and “us” refer to Jet.AI Inc. (f/k/a Oxbridge Acquisition Corp.), and its consolidated subsidiaries.
Company
Overview
Our
business strategy combines concepts from fractional jet and charter jet programs with innovations in artificial intelligence, also referred
to herein is “AI.” Our purposeful enhancement of price discovery has the potential to produce fairer and more inclusive results
for aircraft owners and travelers alike.
We
formed the Company on June 4, 2018. We developed and, in September 2019, launched our booking platform represented by our iOS app JetToken,
which originally functioned as a prospecting and quoting platform to arrange private jet travel with third party carriers. Following
our acquisition of HondaJets, we began selling jet cards and fractional ownership interests in our aircraft. In 2023, we launched an
AI-enhanced booking app called CharterGPT. Beginning in 2023, we launched our Jet.AI Operator Platform to provide a B2B software platform
for SaaS products. Currently we offer the following SaaS software to aircraft owners and operators generally:
| |
● |
Reroute
AI: recycles aircraft waiting to return to base into prospective new charter bookings to destinations within specific distances;
and |
| |
● |
DynoFlight:
enables aircraft operators to estimate aircraft emissions then purchase carbon removal credits via our DynoFlight API. |
We
have also established a specific version of a private jet by-the-seat booking tool for the Las Vegas Golden Knights and Cirrus Aviation
via 380 Software LLC. 380 Software LLC is a by-the-seat charter joint venture between us and Cirrus Aviation.
Our
strategy involves expanding our fleet of aircraft with larger aircraft capable of traveling longer distances, developing a national jet
card program based on third party aircraft, further enhancing the AI functionality of Charter GPT, and expanding upon our B2B software
offerings.
The
Business Combination
On
August 10, 2023, Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.), consummated a “Business Combination”
pursuant to the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to
the Business Combination Agreement, dated as of May 11, 2023, by and among Oxbridge Acquisition Corp. (“Oxbridge”), the merger
subsidiaries identified below and Jet Token. Pursuant to the Business Combination Agreement, Oxbridge redomiciled as a Delaware corporation
and was renamed Jet.AI, Inc., and promptly thereafter, (a) OXAC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned
subsidiary of Oxbridge (“First Merger Sub”) merged with and into Jet Token with Jet Token surviving the merger as a wholly
owned subsidiary of Jet.AI Inc.; and (b) Jet Token merged with and into Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware
limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”) (each merger and all other
transactions contemplated by the Business Combination Agreement, the “Business Combination”).
The
Business Combination resulted in certain securities of Oxbridge and Jet Token being converted into securities of the Company. As a result
of the Business Combination and certain actions taken by the Company following the Business Combination, Jet.AI Inc. has one class of
common stock, listed on Nasdaq under the ticker symbol “JTAI”.
The
Selling Stockholder Transaction
General
On
March 28, 2024, Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and certain other
transaction documents described below with the Selling Stockholder in connection with a private placement which closed on March 29, 2024
(the “Closing Date”), which we collectively refer to as the “Selling Stockholder Transaction”.
Pursuant
to the Securities Purchase Agreement, the Company agreed to issue to the Selling Stockholder (a) 150 shares of Series B Preferred Stock,
which are convertible into shares of Common Stock, (b) the Warrant to purchase up to 1,500 shares of Series B Preferred Stock at an exercise
price of $10,000 per share, and (c) 1,111 shares of Common Stock (as adjusted to give effect to the 1-for-225 reverse stock split of
the issued and outstanding Common Stock effected by the Company on November 12, 2024).
At
the initial closing the Company received gross proceeds of approximately $1.5 million, net including customary placement fees and reimbursement
of certain amounts payable to Maxim as placement agent and other expenses payable by the Company in connection with the Selling Stockholder
Transaction. This amount excludes the proceeds from subsequent exercise of the Warrant. The Company used net proceeds received at the
initial closing and subsequent exercises of the Warrant effected as of the date of this prospectus, and, intends to use the proceeds
that may result from future exercises of the Warrant by the Selling Stockholder, for working capital, capital expenditures, product development,
and other general corporate purposes. The Company has not allocated specific amounts of net proceeds for any of these purposes.
Series
B Preferred Stock
On
March 28, 2024, we filed a Certificate of Designations of the Series B Preferred Stock with the Secretary of State of the State of Delaware,
which provides for the issuance of up to 5,000 shares of Series B Preferred Stock (the “Certificate of Designations”). The
Series B Preferred Stock ranks pari passu with the Company’s Series A Preferred Stock and its Series A-1 Preferred Stock
and senior to all other capital stock of the Company.
Each
share of Series B Preferred Stock converts into a number of shares of our Common Stock, subject to certain limitations, including a beneficial
ownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act
of 1934, as amended (“Exchange Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior
written notice by the Selling Stockholder. From time to time the Selling Stockholder may convert Series B Preferred Stock into Common
Stock which it may liquidate and thereafter receive additional shares of Common Stock pursuant to subsequent conversions of its Series
B Preferred Stock. Although the beneficial ownership limitation imposes a legally binding limitation on the Selling Stockholder’s
beneficial ownership at any point in time, it does not prohibit the Selling Stockholder from, over time, receiving shares of Common Stock
upon separate conversions of its shares of Series B Preferred Stock that, in the aggregate and over a period of time, exceed the beneficial
ownership limitation.
Subject
to the limitations set forth in the preceding paragraph and provided there is an effective registration statement covering the Selling
Stockholder’s resale of Common Stock issuable upon conversion of the shares of Series B Preferred Stock, the shares of Series B
Preferred Stock will automatically convert into shares of Common Stock on or prior to the tenth trading day after the issuance date of
such shares of Series B Preferred Stock. The number of shares of Common Stock issuable upon conversion of a share of Series B Preferred
Stock is calculated by dividing the conversion amount per share of Series B Preferred Stock by the then conversion price. The conversion
amount is equal to the stated value of the shares of Series B Preferred Stock, which is $10,000, plus any additional amounts and late
charges calculated in accordance with the Certificate of Designations. The conversion price is equal to 90% (or, in the case of a delisting,
80%) of the lowest daily volume weighted average price of our Common Stock over a period beginning on the trading day after we deliver
shares of Common Stock upon such conversion to the Selling Stockholder and ending on the trading day on which the aggregate dollar trading
volume of our Common Stock exceeds seven times the applicable conversion amount, subject to a five-trading day minimum period for such
calculation, and subject to certain adjustments.
If
certain defined “triggering events” defined in the Certificate of Designations occur, such as a breach of the registration
rights agreement entered into with the Selling Stockholder on March 29, 2024 (the “Registration Rights Agreement”), suspension
of trading of the Common Stock, or our failure to convert the Series B Preferred Stock into Common Stock when a conversion right is exercised,
then we may be required to redeem the Series B Preferred Stock for cash at 110% of its stated value.
The
foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Designations, a copy of which is filed as Exhibit 3.5 to the registration statement of which this prospectus forms
a part and is incorporated herein by reference.
Other
Transaction Documents and Subsequent Agreements
The
Warrant exercise price was initially set at $10,000 per share of Series B Preferred Stock, subject to adjustment for certain events,
such as stock splits, issuance of additional shares as a dividend or otherwise. If the Warrant is exercised in full for cash, the Company
would receive total gross proceeds of approximately $15.0 million from those exercises. As of the date of this prospectus, the Selling
Stockholder has partially exercised the Warrant for a total of 150 shares of Series B Preferred Stock, resulting in gross proceeds
to the Company of $1.5 million. The Company cannot predict when or if additional exercises of the Warrant will be effected. At
any time when the Warrant is exercisable for less than 1,000 shares of Series B Preferred Stock, the Company has the right to redeem
all or a portion of the Warrant by paying to the Selling Stockholder in cash $100 per share of Series B Preferred Stock that would otherwise
be issuable pursuant to the Warrant.
Pursuant
to the Securities Purchase Agreement, the Company agreed to submit to its stockholders a proposal to approve the issuance of shares of
Common Stock issuable upon conversion of the shares of Series B Preferred Stock in accordance with Nasdaq Rules at a special meeting
of stockholders at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than ninety
(90) days after the Closing Date. At its annual meeting of stockholders, which took place on September 24, 2024, the Company sought stockholder
approval for the potential issuance of shares of Common Stock pursuant to the Selling Stockholder Transaction in an amount that,
upon issuance, could result in the issuance of shares of Common Stock in an amount in excess of 20% of the Company’s outstanding
shares of Common Stock at a price less than the “minimum price” as defined by and in accordance with Nasdaq Listing Rule
5635(d). The Company’s stockholders approved such potential issuance at the annual meeting. The Securities Purchase Agreement obligates
the Company to reserve no less than 200% of the maximum number of shares of Common Stock issuable upon conversion of the Series B Preferred
Stock outstanding, using an alternate conversion method. In order to meet that obligation, the Company sought stockholder approval to
amend its certificate of incorporation to increase the number of authorized shares of Common Stock to 200,000,000 at its annual meeting
of stockholders. The Company received such approval on September 24, 2024.
Additionally,
the Company entered into the Registration Rights Agreement, which, among other things, obligated the Company to register the resale of
the 1,111 shares of Common Stock (as adjusted to give effect to the 1-for-225 reverse stock split of the issued and outstanding Common
Stock effected by the Company on November 12, 2024), the shares of Common Stock issuable upon conversion of the 150 shares
of Series B Preferred Stock issued at the initial closing, and shares of Common Stock issuable upon conversion of the
shares of Series B Preferred Stock issuable upon exercise of the Warrant. The Company was required to prepare and file a registration
statement with the SEC no later than 30 days following the filing of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 (the “Form 10-K”) but in no event later than May 15, 2024 (the “Filing Failure”, and such deadline,
the “Filing Deadline”), and to use its commercially reasonable efforts to have the registration statement and any amendment
declared effective no later than the earlier of the (a) 60th calendar day following the filing of the Form 10-K (or, if such registration
statement is subject to a full review by the SEC, the 100th calendar day after such filing) and (b) 2nd business day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or
will not be subject to further review (the “Effectiveness Deadline”). The Company filed a registration statement on Form
S-1 pursuant to the foregoing obligation by the Filing Deadline. Because this registration statement was not declared effective by the
SEC by the Effectiveness Deadline, the Company was obligated to pay to the Selling Stockholder a fee of $100,000 (the “Effectiveness
Fee”). On September 3, 2024, the Company issued to the Selling Stockholder 444 shares of Common Stock (as adjusted to give effect
to the 1-for-225 reverse stock split of the issued and outstanding Common Stock effected by the Company on November 12, 2024) in lieu
of paying the Effectiveness Fee in cash.
On
September 24, 2024, the Company and the Selling Stockholder entered into a letter agreement (the “Letter Agreement”) that
set forth certain understandings and agreements among the Company and the Selling Stockholder. Pursuant to the Letter Agreement, the
Selling Stockholder agreed to refrain from taking action to protect its legal rights under the transaction documents, related to certain
actions and transactions identified in the Letter Agreement that the Company had undertaken or effected prior to the date of the Letter
Agreement. As consideration for the waiver, the Company agreed to a release of the Selling Stockholder and its affiliates and issued
an additional 50 shares of Series B Preferred Stock to the Selling Stockholder.
On
October 10, 2024, the Company and the Selling Stockholder entered into a second letter agreement (the “Second Letter Agreement”)
that set forth certain understandings and agreements among the Company and the Selling Stockholder. Pursuant to the Second Letter Agreement,
the Selling Stockholder agreed to refrain from taking action to protect its legal rights under the transaction documents, related to
certain actions and transactions identified in the Second Letter Agreement. Such actions include the Company’s filing of an amendment
to the registration statement on Form S-1 (File No. 333-281911) with the SEC and a registered direct offering. As consideration for the
waiver, the Company agreed to change the Conversion Measurement Period (as defined in the Certificate of Designations) for the 200 shares
of Series B Preferred Stock then held by the Selling Stockholder to begin on March 28, 2024 and to end in accordance with the Certificate
of Designations.
On
October 18, 2024, the Company and the Selling Stockholder entered into a third letter agreement (the “Third Letter Agreement”)
that set forth certain understandings and agreements among the Company and the Selling Stockholder. Pursuant to the Third Letter Agreement,
the Selling Stockholder agreed to refrain from taking action to protect its legal rights under the transaction documents, related to
certain actions and transactions identified in the Third Letter Agreement. Such actions include the Company’s actions related to
a transaction that may be effected utilizing the registration statement on Form S-3 (File No. 333-281578). As consideration for the waiver,
the Company agreed to change the Conversion Measurement Period (as defined in the Certificate of Designations) for the first 200 shares
of Series B Preferred Stock that the Selling Stockholder acquired upon exercise of the Warrant to begin on March 28, 2024 and to end
in accordance with the Certificate of Designations.
The
Company has also agreed to, among other things, indemnify the Selling Stockholder, its members, managers, directors, officers, partners,
employees, agents, representatives and persons who control the Selling Stockholder under the registration statement from certain liabilities
and pay all fees and expenses (excluding any underwriting discounts and selling commissions) incident to the Company’s obligations
under the Registration Rights Agreement.
The
securities issued pursuant to the Securities Purchase Agreement were not registered under the Securities Act and were offered pursuant
to an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule
506(b) of Regulation D promulgated under the Securities Act.
Copies
of the Securities Purchase Agreement, the Voting Agreement, the Warrant, the Registration Rights Agreement, the Letter Agreement, the
Second Letter Agreement, and the Third Letter Agreement are filed as Exhibits 10.1, 10.2, 4.5, 10.3, 10.5, 10.6, and 10.7, respectively,
to the registration statement of which this prospectus forms a part. The above summary of such agreements and documents does not purport
to be complete and is qualified in its entirety by reference to such agreements and are incorporated herein by reference herein.
Conversions
of Series B Preferred Stock; Partial Warrant Exercises
Starting
in October 2024, and through the date of this prospectus, the Selling Stockholder has converted in full the 150 shares of Series B Preferred
Stock issued to the Selling Stockholder at the initial closing, and the 50 additional shares of Series B Preferred Stock issued to the
Selling Stockholder in connection with the Letter Agreement. Those conversions, in total, resulted in the issuance of 131,647
shares of Common Stock (as adjusted to give effect to the 1-for-225 reverse stock split of the issued and outstanding Common Stock effected
by the Company on November 12, 2024).
On
October 28, 2024 the Selling Stockholder partially exercised the Warrant, for 150 additional shares of Series B Stock, resulting in total
proceeds to the Company of $1.5 million. As a result, as of the date of this prospectus, if the remaining portion of the Warrant is exercised
in full it would result in the Company receiving gross proceeds of $13.5 million.
Nasdaq
Compliance
Our
Common Stock is currently listed on Nasdaq under the symbol “JTAI”. On December 1, 2023, the Company received a notification
letter (the “Initial Notice Letter”) from the Nasdaq Listing Qualifications Staff of Nasdaq notifying the Company that its
amount of stockholders’ equity has fallen below the $10 million required minimum for continued listing on The Nasdaq Global Market
set forth in Nasdaq Listing Rule 5450(b)(1)(A) (the “Minimum Stockholders’ Equity Requirement”). The Company’s
stockholders’ deficit as of December 31, 2023 was $(3,963,039). The Initial Notice Letter also noted that as of September 30, 2023,
the Company did not meet The Nasdaq Global Market alternative listing criteria for the “Market Value” standard or the “Total
Assets / Total Revenues” standard. On August 14, 2024, the Nasdaq Hearings Panel granted the Company’s request to transfer
the Company’s securities from The Nasdaq Global Market to The Nasdaq Capital Market effective as of the opening of trading on August
16, 2024.
On
April 14, 2024, the Company received an additional notification letter from Nasdaq (the “Second Notice Letter”) stating that
the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock has
been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). The notification of noncompliance
had no immediate effect on the listing or trading of the Company’s Common Stock on Nasdaq. The Company had 180 calendar days, or
until October 14, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of the
Company’s Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar
day grace period. Although the Company did not regain compliance with the Minimum Bid Price Requirement by October 14, 2024, it was eligible
for an additional 180-calendar day compliance period because it elected to transfer to The Nasdaq Capital Market. The Company’s
failure to regain compliance during this period could result in delisting. The Company effected a reverse stock split of its issued and
outstanding shares of Common Stock at a ratio of 225-for-1 on November 12, 2024 to, in part, cause the Company to regain compliance with
the Minimum Bid Price Requirement.
On
May 30, 2024, the Company received an additional notification letter from Nasdaq (the “Third Notice Letter”) stating that
the Company had not regained compliance with the Minimum Stockholders’ Equity Requirement for continued listing discussed in the
Initial Notice Letter, which it was required to meet by May 29, 2024 pursuant to its compliance plan. The Third Notice Letter notified
the Company that, unless the Company requested an appeal hearing before the Nasdaq Hearings Panel (the “Panel”) by June 6,
2024, trading of the Company’s Common Stock would be suspended at the opening of business on June 10, 2024, and a Form 25-NSE would
be filed with the SEC, which would remove the Company’s securities from listing and registration on Nasdaq (such notification,
the “Delisting Notice”).
As
directed in the Third Notice Letter, the Company timely requested a hearing before the Panel to appeal the Delisting Notice. The Delisting
Notice had no immediate effect on the listing or trading of the Company’s Common Stock. The Company’s hearing request stayed
the suspension of trading on the Company’s securities, and the Company’s securities continued to trade on Nasdaq. On August
14, 2024, in connection the implementation of the Company’s compliance plan, the Nasdaq Hearings Panel granted the Company’s
request to transfer the Company’s securities from The Nasdaq Global Market to The Nasdaq Capital Market effective as of August
16, 2024. Further the Nasdaq Hearings Panel granted the Company’s request to have until November 26, 2024 to demonstrate compliance
with its previously submitted plan, a deadline that the Company believes to be attainable. The Company is working diligently to cure
the deficiencies set forth in the Delisting Notice and plans to regain compliance with the continued listing requirements as soon as
practicable.
Although
the Company believes it will be able to achieve compliance with Nasdaq’s continued listing requirements, there can be no assurance
that the Company will be able to regain compliance with all such requirements, or maintain compliance with any other listing requirements
within the time frame required by Nasdaq or at all, particularly if the Company’s stock price trades below $1.00 for a sustained
period. Nasdaq’s determination that we fail to meet the continued listing standards of Nasdaq may result in our securities being
delisted from Nasdaq as set forth in the Delisting Notice.
THE
OFFERING
| Terms
of the Offering |
|
The
Selling Stockholder and any of its pledgees, assignees and successors-in-interest will determine
when and how it sells the Shares offered in this prospectus and may, from time to time, sell
any or all of its shares covered hereby on The Nasdaq Capital Market or any other stock exchange,
market or trading facility on which the shares are traded or in privately negotiated transactions.
These sales may be at fixed or negotiated prices. See “Plan of Distribution.”
|
| |
|
|
| Common
Stock offered by Selling Stockholder |
|
Up
to 350,000 shares of Common Stock. |
| |
|
|
| Common
Stock outstanding prior to this offering |
|
780,700
shares of Common Stock (as of November 12,
2024). |
| |
|
|
| Common
stock to be outstanding after this offering |
|
1,130,700 shares
of Common Stock, assuming the sale of all of the Shares. |
| |
|
|
| Use
of proceeds |
|
We
will not receive any proceeds from the sale of the Shares offered by the Selling Stockholder,
except with respect to amounts received by us upon exercise of the Warrant.
We
will receive up to an aggregate of approximately $15.0 million from the exercise of the Warrant, assuming the exercise in full of
the Warrant. To date, the Selling Stockholder has partially exercised the Warrant for 150 shares of Series B Preferred Stock, resulting
in gross proceeds to the Company of $1.5 million.
We
expect to use proceeds from future exercises of the Warrant, if any, for general corporate and working capital purposes. The exercise
price of the Warrant is $10,000 per share of Series B Preferred Stock, subject to adjustment for certain events. See “Use
of Proceeds” on page 9 for additional information. |
| |
|
|
| Risk
factors |
|
You
should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding
to invest in shares of our Common Stock. |
| |
|
|
| Market
for the Common Stock |
|
Our
Common Stock is traded on Nasdaq under the symbol “JTAI”. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Please see the risk factors under the heading “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2023, on file with the SEC, and those risk factors identified in reports subsequently
filed with the SEC, including our Quarterly Reports on Form 10-Q, which are incorporated by reference into this prospectus. Before you
invest in our securities, you should carefully consider these risks as well as other information we include or incorporate by reference
into this prospectus. All of these risk factors are incorporated herein in their entirety. The risks and uncertainties we have described
are not the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also affect our business operations. The occurrence of any of these risks might cause you to lose all or part of your investment
in the offered securities. The discussion of risks includes or refers to forward-looking statements; you should read the explanation
of the qualifications and limitations on such forward-looking statements discussed elsewhere in this prospectus. For more information,
see “Where You Can Find More Information.”
Risks
Related to This Offering
The
Selling Stockholder may choose to sell the Shares at prices below the current market price of our Common Stock.
The
Selling Stockholder is not restricted as to the prices at which it may sell or otherwise dispose of the Shares covered by this prospectus.
Sales or other dispositions of the Shares below the then-current market price of the Common Stock could adversely affect the market price
of our Common Stock.
Resales
of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock
to fall.
We
are registering Shares issuable upon the conversion of the Series B Preferred Stock issued, or issuable, as part of the Selling Stockholder
Transaction. Sales of substantial amounts of our Common Stock in the public market, or the perception that such sales might occur, could
adversely affect the market price of our Common Stock. The issuance of new shares of Common Stock could result in resales of our Common
Stock by our current stockholders concerned about the potential ownership dilution of their holdings. Furthermore, in the future, we
may issue additional shares of Common Stock or other equity or debt securities exercisable or convertible into Common Stock. Any such
issuance could result in substantial dilution to our existing stockholders and could cause our stock price to decline.
We
will have broad discretion as to the proceeds that we receive from the cash exercise by any holder of the Warrant, and we may not use
the proceeds effectively.
We
will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder pursuant to this prospectus. In total,
we may receive up to approximately $15.0 million in aggregate gross proceeds from cash exercises of the Warrant and to the extent
that we receive such proceeds, we intend to use the net proceeds from cash exercises of the Warrant for working capital and general
corporate purposes. To date, the Selling Stockholder has partially exercised the Warrant for 150 shares of Series B Preferred Stock,
resulting in additional gross proceeds to the Company of $1.5 million. Our management will have broad discretion in the application
of such proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and we
could spend the proceeds in ways our stockholders may not agree with or that do not yield a favorable return, if at all. You will
not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable
to you. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part
of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply
these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price
of our Common Stock to decline.
You
may experience future dilution as a result of issuance of certain of the securities issued in connection with the Selling Stockholder
Transaction, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of
such securities and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common
Stock price.
The
Shares will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number
of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of our
Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market
price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock. The issuance
of the Shares or any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that
such sales may occur, could also adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales
of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.
In
addition, in order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities
convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of
Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater
than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights
superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible
into Common Stock in future transactions may be higher or lower than the prices per share. In addition, the exercise price of the Warrant
for the Warrant Shares may be lesser or greater than the price per share previously paid by certain investors. You will incur dilution
upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs.
In addition, the issuance of the Shares and any future sales of a substantial number of shares of our Common Stock in the public market,
or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any,
that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common
Stock.
Neither
we nor the Selling Stockholder have authorized any other party to provide you with information concerning us or this offering.
You
should carefully evaluate all of the information in this prospectus and the registration statement of which this prospectus forms a part.
We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers,
that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided
by us, our officers or employees. Neither we nor the Selling Stockholder have authorized any other party to provide you with information
concerning us or this offering of Shares, and such recipients should not rely on this information.
FORWARD-LOOKING
STATEMENTS
This
prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements,
other than statements of present or historical fact included in this prospectus, regarding the proposed the Company’s future financial
performance and the Company’s strategy, expansion plans, future operations, future operating results, estimated revenues, losses,
projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “may,” “should,” “could,” “would,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,”
“project,” “strive,” “might,” “possible,” “potential,” “predict”
or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about Jet.AI that may cause Jet.AI’s
actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law,
the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this
section, to reflect events or circumstances after the date of this prospectus. The Company cautions you that these forward-looking statements
are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the
Company.
In
addition, the Company cautions you that the forward-looking statements regarding the Company, which are included in this prospectus,
are subject to the following factors:
| |
● |
Jet.AI’s
ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition
and the ability of Jet.AI to grow and manage growth profitably; |
| |
|
|
| |
● |
the
ability to maintain the listing of the Company’s securities on Nasdaq; |
| |
|
|
| |
● |
our
public securities’ potential liquidity and trading; |
| |
|
|
| |
● |
our
ability to raise financing in the future; |
| |
|
|
| |
● |
Jet.AI’s
success in retaining or recruiting, or changes in, its officers, key employees or directors; |
| |
|
|
| |
● |
the
impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions
imposed by federal law on ownership of U.S. airlines; |
| |
|
|
| |
● |
actors
relating to the business, operations and financial performance of Jet.AI (or any of its subsidiaries); |
| |
|
|
| |
● |
changes
in applicable laws or regulations; |
| |
|
|
| |
● |
the
risk that Jet.AI may fail to effectively build scalable and robust processes to manage the growth of its business; |
| |
● |
the
risk that demand for Jet.AI’s products and services may decline; |
| |
|
|
| |
● |
high
levels of competition faced by Jet.AI with numerous market participants having greater financial resources and operating experience
than Jet.AI; |
| |
|
|
| |
● |
the
possibility that Jet.AI’s business may be adversely affected by changes in government regulations; |
| |
|
|
| |
● |
the
possibility that Jet.AI may not be able to grow its client base; |
| |
|
|
| |
● |
the
failure to attract and retain highly qualified personnel; |
| |
● |
the
inability to finance aircraft or generate sufficient funds; |
| |
|
|
| |
● |
the
possibility that Jet.AI may not have enough capital and may be required to raise additional capital; |
| |
|
|
| |
● |
data
security breaches, cyber-attacks or other network outages; |
| |
|
|
| |
● |
the
volatility of the prices of blockchain currencies that the Company accepts as payment; |
| |
|
|
| |
● |
our
reliance on third parties; |
| |
|
|
| |
● |
our
inability to adequately protect our intellectual property interests or infringement on intellectual property interests of others; |
| |
|
|
| |
● |
the
possibility that Jet.AI may be adversely affected by other economic, business or competitive factors; and |
| |
|
|
| |
● |
other
factors detailed in the section entitled “Risk Factors.” |
Should
one or more of the risks or uncertainties described in this prospectus and in any document incorporated by reference in this prospectus
materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed
in any forward-looking statements.
You
should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We
do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise,
except as required by applicable law.
USE
OF PROCEEDS
We
are filing the registration statement of which this prospectus forms a part to the Selling Stockholder to resell the Shares. We will
not receive any proceeds from the resale of any Shares offered by this prospectus by the Selling Stockholder.
The
Selling Stockholder will pay all incremental selling expenses relating to the sale of the Shares, including underwriters’ or agents’
commissions and discounts, brokerage fees, underwriter marketing costs and all reasonable fees and expenses of any legal counsel representing
the Selling Stockholder. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered
by this prospectus, including, without limitation, all registration and filing fees, printing and delivery fees, Nasdaq listing fees
and fees and expenses of our counsel and our accountants.
In
total, we may receive up to approximately $15.0 million of aggregate gross proceeds from the exercise of the Warrant. To date, the Selling
Stockholder has partially exercised the Warrant for 150 shares of Series B Preferred Stock, resulting in gross proceeds to the Company
of $1.5 million. As a result, as of the date of this prospectus the Company may receive up to an additional $13.5 million upon future
exercises of the Warrant. We intend to use the proceeds from any future exercise of the Warrant for cash for general corporate and working
capital purposes.
SELLING
STOCKHOLDER
The
Selling Stockholder listed in the table below may from time to time offer and sell any or all of the Shares set forth below pursuant
to this prospectus. When we refer to the Selling Stockholder in this prospectus, we refer to the entity listed in the table below, and
the pledgees, donees, transferees, assignees, successors and other permitted transferees that hold any of the Selling Stockholder’s
interest in the Shares after the date of this prospectus.
The
following table sets forth certain information provided by or on behalf of the Selling Stockholder concerning the Shares that may be
offered from time to time by the Selling Stockholder pursuant to this prospectus. The Selling Stockholder identified below may have sold,
transferred or otherwise disposed of all or a portion of their Shares or other Company securities after the date on which they provided
us with information regarding such securities. Moreover, the Shares identified below include only the Shares being registered for resale
and may not incorporate all shares of Common Stock or other securities of the Company deemed to be beneficially held by the Selling Stockholder.
Any changed or new information given to us by the Selling Stockholder, including regarding the identity of, and the securities held by,
the Selling Stockholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus
is a part, if and when necessary. The Selling Stockholder may sell all, some or none of the Shares in this offering. See “Plan
of Distribution.”
Other
than as described below or elsewhere in this prospectus, the Selling Stockholder does not have any material relationship with us or any
of our predecessors or affiliates.
The
number of shares of Common Stock beneficially owned by the Selling Stockholder is determined under rules promulgated by the SEC. Beneficial
ownership assumes the conversion of all shares of Series B Preferred Stock and full exercise of the Warrant shares held by the selling
stockholder.
Name
and address of Selling
Stockholder | |
Number
of Shares Owned
Prior to the Offering | | |
Maximum
Number of Shares
to be
Sold Pursuant to
this Prospectus | | |
Number
of Shares Owned After Offering
(1) | | |
Percent
of Shares Owned After Offering (1) | |
| | |
| | | |
| | | |
| | | |
| | |
| Ionic
Ventures, LLC (2)(3) | |
| 41,002 | | |
| 350,000 | | |
| — | | |
| — | |
| (1) |
Assumes
that the Warrant will be fully exercised by the Selling Stockholder, that all shares of Common Stock issuable upon conversions of
the Series B Preferred Stock held by the Selling Stockholder are issued, irrespective of the beneficial ownership limitation provision
in the Certificate of Designations, and the Selling Stockholder will sell all of the Shares offered by it under this prospectus. |
| |
|
| (2) |
Total
shares owned includes and assumes up to 350,000 shares of Common Stock issuable upon conversion of up to 1,350 shares of Series
B Preferred Stock, which shares of Series B Preferred Stock are issuable upon exercise of the Warrant, however, such conversion is subject to the 4.99% beneficial ownership limitation provision in the Certificate of Designations, which limits the number of shares
of Series B Preferred Stock that may be converted into shares of Common Stock by the Selling Stockholder. The principal business
address for the Selling Stockholder is 3053 Fillmore St, Suite 256, San Francisco, CA 94123. |
| |
|
| (3) |
Keith
Coulston and Brendan O’Neil, each as managers of Ionic Management, LLC, the manager of Ionic Ventures, LLC, have shared power
to vote and/or dispose of the Shares beneficially owned by Ionic Ventures, LLC. Mr. Coulston and Mr. O’Neil each disclaim beneficial
ownership of the Company’s securities reported herein except to the extent of their pecuniary interest therein. |
PLAN
OF DISTRIBUTION
The
Selling Stockholder, which as used in this prospectus includes donees, pledgees, transferees or other successors-in-interest selling
Shares or interests in Shares received after the date of this prospectus from the Selling Stockholder as a gift, pledge, partnership
distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the Shares covered hereby
on any stock exchange, market or trading facility on which the Shares are traded or in private transactions. These dispositions may be
at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices
determined at the time of sale, or at negotiated prices. The Selling Stockholder may use any one or more of the following methods when
selling the Shares, unless it is contractually bound not to:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
|
|
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately
negotiated transactions; |
| |
|
|
| |
● |
settlement
of short sales; |
| |
|
|
| |
● |
in
transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of Shares at a stipulated
price per security; |
| |
|
|
| |
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
| |
● |
a
combination of any such methods of sale; or |
| |
|
|
| |
● |
any
other method permitted pursuant to applicable law. |
The
Selling Stockholder may also sell the Shares under Rule 144 or any other exemption from registration under the Securities Act, if available,
rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of the Shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or
markdown in compliance with FINRA Rule 2121.
In
connection with the sale of the Shares or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging the positions they assume.
The Selling Stockholder may also sell Shares short and deliver these Shares to close out their short positions, or loan or pledge the
Shares to broker-dealers that in turn may sell these Shares. The Selling Stockholder may also enter into option or other transactions
with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
Selling Stockholder and any broker-dealers or agents that are involved in selling the Shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions or discounts under
the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Shares.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the Shares. The Company
has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under
the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the Shares may be resold by the Selling Stockholder
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act, without
the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule
of similar effect or (ii) all of the Shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other
rule of similar effect. The Shares will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the Shares covered hereby may not be sold unless they have been registered or qualified
for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Compliance
with the Exchange Act, including Regulation M
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the Shares may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common
Stock by the Selling Stockholder or any other person.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information and reports we file with it, which means that we can disclose important information
to you by referring you to these documents. Our SEC file number is 001-40725. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will automatically update and supersede the information already
incorporated by reference. We are incorporating by reference the documents listed below, which we have already filed with the SEC, and
any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any
future report or document that is not deemed filed under such provisions, until all of the Shares are sold by the Selling Stockholder:
| |
● |
Annual
Report on Form
10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024, as amended by Amendment No. 1 on Form
10-K/A filed with the SEC on April 29, 2024, and as amended by Amendment No. 2 on Form
10-K/A filed with the SEC on August 15, 2024; |
| |
|
|
| |
● |
Quarterly
Report on Form
10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024; |
| |
|
|
| |
● |
Quarterly
Report on Form
10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 14, 2024;
|
| |
|
|
| |
● |
Our
Current Reports on Form 8-K filed with the SEC on January
3, 2024, January
17, 2024, April
19, 2024, May
31, 2024, June
27, 2024, July
17, 2024, August
8, 2024, August
23, 2024, August
30, 2024, September
25, 2024, September
26, 2024, October
10, 2024, October
11, 2024, October
18, 2024, October
22, 2024, October
24, 2024, October
28, 2024, November
5, 2024, and November
8, 2024 (in each case, excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K); and |
| |
|
|
| |
● |
The
description of the Company’s capital stock set forth in our Registration Statement on Form
S-1/A, filed with the SEC on October 15, 2024, in the section entitled “Description of Capital Stock.” |
Upon
written or oral request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus
is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any
exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at
the following address:
Jet.AI
Inc.
Attn:
Corporate Secretary
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(702)
747-4000
This
prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into this registration statement.
You should read the exhibits carefully for provisions that may be important to you.
You
should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate
as of any date other than the date on the front of this prospectus or those documents.
LEGAL
MATTERS
Certain
legal matters in connection with this offering will be passed upon for us by Dykema Gossett PLLC.
EXPERTS
The
consolidated financial statements of Jet.AI as of December 31, 2023 and December 31, 2022 included in this prospectus have been audited
by Hacker Johnson & Smith P.A., an independent registered public accounting firm, as set forth in their report thereon appearing
elsewhere herein, which includes an explanatory paragraph as to Jet.AI’s ability to continue as a going concern, and are included
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-1, which includes amendments and exhibits, under the Securities Act and the
rules and regulations under the Securities Act for the registration of the Shares being offered by this prospectus. This prospectus,
which constitutes a part of the registration statement, does not contain all the information that is in the registration statement and
its exhibits and schedules. Statements in this prospectus that summarize documents are not necessarily complete, and in each case you
should refer to the copy of the document filed as an exhibit to the registration statement. The registration statement and other public
filings can be obtained from the SEC’s internet site at www.sec.gov.
As
a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
proxy statements on Schedule 14A and other information (including any amendments) with the SEC. You can find the Company’s SEC
filings at the SEC’s website at http://www.sec.gov.
Our
Internet address is www.jet.ai. Information contained on our website is not part of this prospectus. Our SEC filings (including
any amendments) will be made available free of charge on www.sec.gov, as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC.
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The
expenses in connection with the issuance and distribution of the securities being registered will be borne by Jet.AI and are set forth
in the following table. All amounts except the registration fee are estimated.
| Registration
fee | |
$ | - | |
| Legal
fees and expenses | |
| 20,000 | |
| Accounting
fees and expenses | |
| 5,000 | |
| Printing
fees and expenses | |
| 2,000 | |
| Transfer
agent and trustee fees | |
| 5,000 | |
| Miscellaneous | |
| - | |
| | |
| | |
| Total | |
$ | 32,000 | |
Item 15. Indemnification of Directors and Officers.
Under
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), a corporation has the power to indemnify
its directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with
any threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, to which any
of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with
the applicable standard of conduct set forth in such statutory provision. In addition, a corporation may advance expenses incurred by
a director or officer in defending a proceeding upon receipt of an undertaking from such person to repay any amount so advanced if it
is ultimately determined that such person is not eligible for indemnification. The registrant’s certificate of incorporation provides
that, pursuant to the DGCL, the registrant’s directors shall not be liable for monetary damages to the fullest extent authorized
under applicable law. This provision in the registrant’s certificate of incorporation does not eliminate the duty of care, and
in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty,
for acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to
improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
Article
VI of the registrant’s bylaws provides that the registrant will indemnify, to the fullest extent permitted by the DGCL, any person
who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the registrant)
by reason of the fact that such person is or was a director or officer of the registrant, or is or was a director or officer of the registrant
serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe such person’s conduct was unlawful.
In
addition to the above, the registrant has entered into indemnification agreements with each of the registrant’s directors and officers.
These indemnification agreements provide the registrant’s directors and officers with the same indemnification and advancement
of expenses as described above and provide that our directors and officers will be indemnified to the fullest extent authorized by any
future Delaware law that expands the permissible scope of indemnification. The registrant also has directors’ and officers’
liability insurance, which provides coverage against certain liabilities that may be incurred by the registrant’s directors and
officers in their capacities as directors and officers of the registrant.
Item 16. Exhibits.
| Exhibit
Number |
|
Description |
| 2.1 |
|
Business
Combination Agreement and Plan of Reorganization, dated as of February 24, 2023, by and among Oxbridge, First Merger Sub, Second
Merger Sub and Jet Token (incorporated by reference to Exhibit 2.1 of Jet.AI’s Current Report on Form 8-K filed with the SEC
on August 14, 2023). |
| 2.2 |
|
Amendment
No. 1 to Business Combination Agreement and Plan of Reorganization, dated May 11, 2023, by and among Oxbridge, First Merger Sub,
Second Merger Sub and Jet Token (incorporated by reference to Exhibit 2.2 of Jet.AI’s Current Report on Form 8-K filed with
the SEC on August 14, 2023). |
| 3.1 |
|
Certificate
of Incorporation of Jet.AI Inc., dated August 10, 2023 (incorporated by reference to Exhibit 3.1 of Jet.AI’s Current Report
on Form 8-K filed with the SEC on August 14, 2023). |
| 3.2 |
|
Certificate
of Designation of the Series A Convertible Preferred Stock of Jet.AI Inc., dated August 10, 2023. (incorporated by reference to Exhibit
3.2 of Jet.AI’s Current Report on Form 8-K filed with the SEC on August 14, 2023). |
| 3.3 |
|
Certificate
of Designation of the Series A-1 Convertible Preferred Stock of Jet.AI Inc., dated August 10, 2023 (incorporated by reference to
Exhibit 3.3 of Jet.AI’s Current Report on Form 8-K filed with the SEC on August 14, 2023). |
| 3.4 |
|
Bylaws
of Jet.AI Inc. (incorporated by reference to Exhibit 3.4 of Jet.AI’s Current Report on Form 8-K filed with the SEC on August
14, 2023). |
| 3.5 |
|
Certificate
of Designations of Series B Convertible Preferred Stock of Jet.AI Inc. (incorporated by reference to Exhibit 3.5 of Jet.AI’s
Annual Report on Form 10-K filed with the SEC on April 1, 2024). |
| 3.6 |
|
Amendment
No. 1 to Certificate of Designation of Series A Convertible Preferred Stock of Jet.AI Inc. dated July 15, 2024. (incorporated by
reference to Exhibit 3.1 of Jet.AI’s Current Report on Form 8-K filed with the SEC on July 17, 2024). |
| 3.7 |
|
Amendment
to Bylaws of Jet.AI Inc. (incorporated by reference to Exhibit 3.1 of Jet.AI’s Current Report on Form 8-K filed with the SEC
on August 8, 2024). |
| 3.8 |
|
Certificate
of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Jet.AI’s Current Report on Form 8-K
filed with the SEC on September 26, 2024). |
| 3.9 |
|
Certificate
of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Jet.AI’s Current Report on Form 8-K
filed with the SEC on November 8, 2024). |
| 3.10 |
|
Certificate
of Correction of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Jet.AI’s Current Report
on Form 8-K filed with the SEC on November 12, 2024). |
| 4.1 |
|
Warrant
by and between Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 4.5 of Jet.AI’s Annual Report on Form
10-K. filed with the SEC on April 1, 2024). |
| 5.1* |
|
Opinion of Dykema Gossett PLLC |
| 10.1 |
|
Securities
Purchase Agreement dated as of March 28, 2024 by and among Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit
10.30 of Jet.AI’s Annual Report on Form 10-K filed with the SEC on April 1, 2024). |
| 10.2 |
|
Voting
Agreement dated as of March 29, 2024 by and among Jet.AI Inc. and certain stockholders. (incorporated by reference to Exhibit 10.31
of Jet.AI’s Annual Report on Form 10-K filed with the SEC on April 1, 2024). |
| 10.3 |
|
Registration
Rights Agreement dated as of March 29, 2024 between Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.32
of Jet.AI’s Annual Report on Form 10-K filed with the SEC on April 1, 2024). |
| 10.4 |
|
Placement
Agency Agreement (incorporated by reference to Exhibit 10.33 of Jet.AI’s Current Report on Form 8-K filed with the SEC on April
19, 2024). |
| 10.5 |
|
Letter
Agreement, dated September 24, 2024, between Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 of Jet.AI’s
Current Report on Form 8-K filed with the SEC on September 25, 2024). |
| 10.6 |
|
Letter
Agreement, dated October 10, 2024, by and between Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1
of Jet.AI’s Current Report on Form 8-K filed with the SEC on October 10, 2024). |
| 10.7 |
|
Letter
Agreement, dated October 18, 2024, by and between Jet.AI Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1
of Jet.AI’s Current Report on Form 8-K filed with the SEC on October 18, 2024). |
| 23.1* |
|
Consent of Hacker Johnson & Smith PA, independent registered public accounting firm for Jet.AI Inc. |
| 23.2* |
|
Consent of Dykema Gossett PLLC (included in Exhibit 5.1). |
| 24.1* |
|
Power
of Attorney (reference is made to the signature page of this Registration Statement). |
| 107* |
|
Filing Fee Table |
Item 17. Undertakings.
| (a) |
The
undersigned registrant hereby undertakes: |
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date;
(5)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(6)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on November 13, 2024.
| |
JET.AI
INC. |
| |
|
|
| |
By: |
/s/
Michael Winston |
| |
|
Michael
Winston |
| |
|
Executive
Chairman and Interim Chief Executive Officer |
| |
|
(Principal
Executive Officer) |
Each
person whose signature appears below appoints Michael Winston and George Murnane, and each of them, any of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as
he might or would do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them of their or
his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Michael Winston |
|
Executive
Chairman and Interim Chief Executive Officer |
|
November
13, 2024 |
| Michael
Winston |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
George Murnane |
|
Interim
Chief Financial Officer and Director |
|
November
13, 2024 |
| George
Murnane |
|
(Principal
Financial Officer, Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
William Yankus |
|
Director |
|
November
13, 2024 |
| William
Yankus |
|
|
|
|
| |
|
|
|
|
| /s/
Wrendon Timothy |
|
Director |
|
November
13, 2024 |
| Wrendon
Timothy |
|
|
|
|
| |
|
|
|
|
| /s/
Lt. Col. Ran David |
|
Director |
|
November
13, 2024 |
| Lt.
Col. Ran David |
|
|
|
|
| |
|
|
|
|
| /s/
Donald Jeffrey Woods |
|
Director |
|
November
13, 2024 |
| Donald
Jeffrey Woods |
|
|
|
|
| |
|
|
|
|
| /s/
Ehud Talmor |
|
Director |
|
November
13, 2024 |
| Ehud
Talmor |
|
|
|
|
Exhibit
5.1
 |
Dykema
Gossett PLLC
111
E. Kilbourn Ave.
Suite
1050
Milwaukee,
WI 53202
www.dykema.com
Tel:
414-488-7300 |
November
13, 2024
Board
of Directors
Jet.AI
Inc.
10845
Griffith Peak Dr., Suite 200
Las
Vegas, NV 89135
RE:
Registration Statement on Form S-3
Board
of Directors:
We
have acted as counsel to Jet.AI Inc., a Delaware corporation (the “Company”), in connection with the Company’s
filing with the U.S. Securities and Exchange Commission of a Registration Statement on Form S-3 (as amended or supplemented, the “Registration
Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating
to the registration of the proposed offer and resale from time to time of up to 350,000 shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”), by the selling stockholder named in the Registration Statement,
which are issuable upon conversion of 1,350 shares of Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred
Stock”) which, in turn, are issuable upon the exercise of a warrant (the “Warrant”) held by the
selling stockholder (the “Shares”). The Shares are to be issued pursuant to the terms and conditions as set
forth in the Securities Purchase Agreement, by and between the selling stockholder and the Company, dated March 28, 2024 (the “Securities
Purchase Agreement”) and other Transaction Documents (as such term is defined in the Securities Purchase Agreement) entered
into in connection therewith.
In
rendering the opinion set forth below, we have examined and relied upon the Registration Statement and related prospectus, and originals
or copies, certified or otherwise, of the Company’s organizational documents, the Securities Purchase Agreement, the form of Warrant,
other Transaction Documents, and such other documents, records, certificates, memoranda and other instruments, and such others matters
of fact and questions of law, as we have considered necessary or appropriate for purposes of this letter. With your consent, we have
relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently
verified such factual matters.
In
our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original
documents and the conformity to original documents of all photostatic and facsimile copies submitted to us, and the due execution and
delivery of all documents by any party where due execution and delivery are a prerequisite to the effectiveness thereof. We have also
assumed that all information contained in all documents reviewed by us is true, correct and complete. As to any facts material to the
opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers
and other representatives of the Company.
Based
upon, subject to and limited by the foregoing, we are of the opinion that the Shares, when issued and delivered upon the exercise of
the Warrant from time to time and the conversion of the Series B Preferred Stock, in each case in accordance with the terms the Warrant,
the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, filed with the Delaware
Secretary of State on March 28, 2024, and the Securities Purchase Agreement, are and will be validly issued, fully paid and non-assessable.
In
rendering the foregoing opinion, we have assumed that (i) at the time of offer and sale of any of the Shares, the Registration Statement
will have been declared effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and
remain in effect, and (ii) the Shares will be acquired by the holder pursuant to the terms and conditions set forth in the Securities
Purchase Agreement, the Warrant and other Transaction Documents. To the extent the obligations of the Company with respect to the Shares
may be dependent upon such matters, we also assume for purposes of this letter that the other party under the Warrant, the Securities
Purchase Agreement and other Transaction Documents, as applicable, is duly authorized validly existing and in good standing under the
laws of its jurisdiction of organization; that such party is duly qualified to engage in the activities contemplated by such Warrant,
Securities Purchase Agreement and other Transaction Documents, as applicable; that such Warrant, Securities Purchase Agreement and other
Transaction Documents, as applicable, has been duly authorized, executed and delivered by the other party and constitutes the valid and
binding obligation of the other party enforceable against the other party in accordance with its terms; that such other party is in compliance
with respect to performance of its obligations under such Warrant, Securities Purchase Agreement and other Transaction Documents, as
applicable, with all applicable laws and regulations; and such other party has the requisite organizational and legal power and authority
to perform its obligations under such Warrant, Securities Purchase Agreement and other Transaction Documents, as applicable.
We
assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter
or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that
might change the opinions expressed above. Without limiting the generality of the foregoing, we neither express nor imply any opinion
regarding the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to
the Shares to be issued pursuant to the Registration Statement.
This
opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose
without our prior written consent in each instance. No portion of this letter may be quoted, circulated or referred to in any other document
for any other purpose without our prior written consent.
The
forgoing opinion is limited to the Delaware General Corporation Law, as currently in effect. We express no opinion and make no representation
with respect to the law of any other jurisdiction and provide no assurance as to compliance with any federal or state securities law,
rule or regulation.
We
hereby consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and to the filing
of this opinion as Exhibit 5.1 to the Registration Statement. Such consent does not constitute a consent under Section 7 of the Securities
Act, because we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the U.S. Securities and Exchange Commission
promulgated thereunder.
Very
truly yours,
/s/
Dykema Gossett PLLC
Dykema
Gossett PLLC
Exhibit
23.1
Exhibit
107
Calculation
of Filing Fee Table
Form
S-3
(Form
Type)
JET.AI
INC.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
| | |
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | | |
Carry Forward Form Type | | |
Carry Forward File Number | | |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
| | |
| | |
| | |
| |
| Newly Registered Securities | |
| | |
| | |
| | |
| |
| Fees to Be Paid | |
Equity | |
Common stock, $0.0001 par value per share (issuable upon conversion of Series B Preferred Stock) | |
457(c) | |
| 350,000 | (1) | |
$ | 6.835 | (2) | |
$ | 2,392,250 | | |
| 0.00015310 | | |
$ | 366.25 | | |
| - | | |
| - | | |
| - | |
| Fees Previously Paid | |
- | |
- | |
- | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | |
| | |
| |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| - | |
| Carry Forward Securities | |
| Carry Forward Securities | |
- | |
- | |
- | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
Total Offering Amounts | | |
| | | |
| | | |
| | | |
$ | 366.25 | | |
| | | |
| | | |
| | |
| | |
Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| | |
| | |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
$ | 366.25 | | |
| | | |
| | | |
| | |
| | |
Net Fee Due (3) | |
| | | |
| | | |
| | | |
| | | |
$ | 0.00 | | |
| | | |
| | | |
| | |
| (1) |
Consists of 350,000 shares
of Common Stock issuable upon conversion of shares of our Series B Preferred Stock. Pursuant to Rule 416(a), there are also being
registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share subdivisions,
share dividends or similar transactions. |
| |
|
| (2) |
The proposed maximum offering
price per share and the proposed maximum aggregate offering price was estimated solely for the purpose of calculating the amount
of the registration fee in accordance with Rule 457(c) under the Securities Act using the average of the high and low prices as reported
on November 12, 2024. |
| |
|
| (3) |
The filing fee due for
this Registration Statement is $366.25. In connection with the Registration Statement on Form S-1 (No. 333-281911) filed on September
3, 2024, the registrant paid a filing fee in the amount of $2,361.60 and, as described further below, such previously paid fee offsets
the filing fee currently due pursuant to Rule 457(p) of the Securities Act. As a result, there is no net fee due for this filing.
|
Table
2: Fee Offset Claims and Sources
| | |
Registrant or Filer Name | |
Form or Filing Type | |
File Number | |
Initial Filing Date | |
Filing Date | |
Fee Offset Claimed | | |
Security Type Associated with Fee Offset Claimed | |
Security Title Associated with Fee Offset Claimed | |
Unsold Securities Associated with Fee Offset Claimed | |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | |
Fee Paid with Fee Offset Source | |
| Rule 457(p) |
| Fee Offset Claims | |
Jet.AI Inc. | |
Form S-1 | |
333-281911 | |
September 3, 2024 | |
| |
$ | 366.25 | | |
Equity | |
Common Stock, par value $0.0001 per share | |
N/A(1) | |
N/A(1) | |
| | |
| Fee Offset Source | |
Jet.AI Inc. | |
Form S-1 | |
333-281911 | |
| |
September 3, 2024 | |
| | | |
| |
| |
| |
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$ | 2,361.60 | |
(1)
A filing fee of $2,361.60 was previously paid in connection with the registration statement on Form S-1 (No. 333-281911) filed by the
registrant on September 3, 2024. The registrant withdrew the registration statement on Form S-1 (No. 333-281911) by filing a Form RW
on November 12, 2024. As the registration statement was not declared effective, no securities were sold thereunder. In accordance with
Rule 457(p) of the Securities Act, such previously paid filing fee will offset the filing fee of $366.25 currently due pursuant to this
registration statement.
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