Jet.AI Inc. 8-K

What Happened

• On January 16, 2026, Jet.AI Inc. announced a letter agreement among the company, Hexstone Capital, LLC, and Ionic Ventures, LLC that amends understandings under the Securities Purchase Agreement dated March 28, 2024.
• Concurrent with that letter agreement, the holder of the Company’s Series B convertible preferred stock fully converted the remaining outstanding Series B shares and the Investors fully exercised the warrant issued under the SPA.
• As part of the agreement, the parties changed the Series B conversion price to equal the lowest trading price of Jet.AI’s common stock in the ten trading days prior to the conversion date; otherwise the Series B rights and preferences remain as previously disclosed.

Key Details

• Date of letter agreement: January 16, 2026; original SPA date referenced: March 28, 2024.
• Investors: Hexstone Capital, LLC and Ionic Ventures, LLC.
• Action taken: full conversion of all remaining Series B convertible preferred shares and full exercise of the related warrant.
• Conversion price adjustment: set to the lowest trading price of common stock during the 10 trading days before conversion (per Section 8(d) of the Series B Certificate of Designation).

Why It Matters

• The conversion and warrant exercise eliminate the remaining Series B preferred shares, which changes the company’s capital structure by converting those preferred interests into common stock (or otherwise altering share counts consistent with the conversion terms).
• Adjusting the conversion price to the lowest recent trading price determines how many common shares were issued on conversion and can affect dilution and voting power for existing common shareholders.
• The investors’ agreement to refrain from certain enforcement actions under the SPA may reduce near‑term legal or contractual disputes between the parties. The full letter agreement is filed as Exhibit 10.1 to the Form 8‑K for investors seeking detailed terms.