Jet.AI Inc. 8-K

What Happened Jet.AI Inc. announced amendments to two material agreements. On January 13, 2026 the parties to the pending merger with flyExclusive (including FlyX Merger Sub and Jet.AI SpinCo) executed Amendment No. 3 to the Amended and Restated Agreement and Plan of Merger and Reorganization, extending the deal “Outside Date” from December 31, 2025 to April 30, 2026. Separately, on January 9, 2026 Jet.AI and Maxim Group LLC amended the company’s at-the-market equity distribution agreement (ATM), increasing the aggregate capacity from $10 million to $50 million. The company also issued a press release about the extension on January 14, 2026.

Key Details

• Merger Amendment (Amendment No. 3): extends Outside Date to April 30, 2026 (was Dec 31, 2025). Parties include Jet.AI, flyExclusive, FlyX Merger Sub, and Jet.AI SpinCo.
• ATM Amendment (dated Jan 9, 2026): raises potential sales under the ATM from $10M to $50M; Agent is Maxim Group LLC.
• Sale limits: Jet.AI will not sell primary shares under the ATM exceeding one-third of the aggregate market value of its common stock held by non-affiliates in any 12‑month period while that market value remains below $75M.
• Related filings: the Merger Amendment and ATM Amendment were attached to the 8‑K; a press release was filed as Exhibit 99.1.

Why It Matters The Outside Date extension gives Jet.AI and flyExclusive more time to satisfy closing conditions and secure required approvals for the merger, reducing the immediate risk of the deal failing solely due to timing. The expanded ATM increases Jet.AI’s potential ability to raise equity capital (up to $50M capacity) to support operations or transaction-related needs, though practical limits (the one‑third rule and the <$75M non‑affiliate market value cap) restrict near‑term issuance. Investors should watch for further updates on shareholder approvals, any definitive proxy/prospectus materials, and actual ATM sales, which could dilute existing holders if executed.