---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-006403"
form_type: "8-K"
ticker: "JTAI"
cik: "0001861622"
company_name: "Jet.AI Inc."
filed_at: "2026-02-12T23:59:59+00:00"
generated_at: "2026-05-16T03:06:28.157113+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Jet.AI and flyExclusive amend merger agreement; Nasdaq bid price deficiency notice

## Summary
- Amendment removes condition requiring Jet.AI to issue $50M preferred stock warrant to third-party investor.
- Jet.AI says it has sufficient positive net working capital to meet minimum cash closing condition; no preferred stock outstanding.
- Nasdaq notified Jet.AI on Feb 6, 2026 that common stock bid price below $1.00 for 30 consecutive business days.
- Company has 180 calendar days (to Aug 5, 2026) to regain compliance; may consider reverse stock split.
- Merger with flyExclusive remains subject to customary closing conditions; no assurance of completion.

## SEC filing metadata
- accession: 0001493152-26-006403
- form_type: 8-K
- ticker: JTAI
- cik: 0001861622
- company_name: Jet.AI Inc.
- filed_at: 2026-02-12T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1861622/000149315226006403/0001493152-26-006403-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1861622/000149315226006403/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-006403
- JSON: https://secwatch.observer/filing/0001493152-26-006403.json
- Plain text: https://secwatch.observer/filing/0001493152-26-006403.txt

## Source-grounded claims
- claim_id: 41d46df8bbb12e73c101aa23a3ebb7a28fada4cb
  claim: Jet.AI Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1)).
  evidence_excerpt: February 6, 2026, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive business days. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s common stock. The Company has 180 calendar days, or until August 5, 2026 (the “Initial Compliance Period”), to regain co
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861622/000149315226006403/0001493152-26-006403-index.htm
- claim_id: 4aa4acd4d478fe498de5f347b7206ad6f0a57963
  claim: Jet.AI Inc. amended Amendment No. 4 to Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc. valued at Eliminates closing condition requiring execution of new securities purchase agreement with a third-p (effective 2026-02-11).
  evidence_excerpt: On February 11, 2026, the parties entered into an Amendment No. 4 to Amended and Restated Agreement and Plan of Merger and Reorganization (the “Amendment”). The Amendment eliminates the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1861622/000149315226006403/0001493152-26-006403-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.