UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2024

Jet.AI Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40725	93-2971741
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation or organization)	File Number)	Identification No.)

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (702) 747-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		JTAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As described under Item 5.07 of this Current Report on Form-8-K, at the 2024 Annual Meeting of Stockholders of Jet.AI Inc. (the “Company”) held on September 24, 2024 (the “Annual Meeting”), the stockholders of the Company approved the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan (the “Amended and Restated Plan”), to establish a fixed number of shares of the Company’s common stock that may be issued under the Amended and Restated Plan at 2,460,000 shares and to eliminate the automatic share replenishment (or “evergreen”) provision. The Board of Directors of the Company (the “Board”) had previously adopted the Amended and Restated Plan, subject to approval by the Company’s stockholders.

The Amended and Restated Plan is described in the Company’s Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission on August 5, 2024, and is attached thereto as Appendix B. The full text of the Amended and Restated Plan is also filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws

As described under Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting the stockholders of the Company approved a proposed amendment to the Company’s certificate of incorporation to increase the Company’s authorized shares of common stock to 200 million shares (the “Amendment”).

The Amendment was filed with the Delaware Secretary of State on July 25, 2024, and became effective on that date. The full text of the Amendment is also filed herewith as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 24, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on eight proposals, each as more fully described in the Proxy Statement. The stockholders entitled to vote at the Annual Meeting cast their votes as described below:

Proposal 1- Election of Directors

The Company’s stockholders approved the proposal to elect two Class I director nominees, Lt. Col. Ran David and Donald Jeffrey Woods, to serve until the Company’s 2027 annual meeting of stockholders, or until such directors’ respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, or removal.

This proposal was approved and the final voting results for each proposed director were as follows:

Lt. Col. Ran David

Votes For	Votes Against	Abstentions	Broker Non-Votes

13,947,358	486,658	30,848	4,999,187

Donald Jeffrey Woods

Votes For	Votes Against	Abstentions	Broker Non-Votes

13,765,408	669,150	30,306	4,999,187

Proposal 2 – Ratification of Auditors

The Company’s stockholders ratified the Company’s appointment of Hacker Johnson & Smith PA as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.

Jet.AI Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits