Jet.AI Announces Entry Into Warrant Amendments After Successful Warrant Exchange Offer and Consent Solicitation

LAS VEGAS, Aug. 23, 2024 (GLOBE NEWSWIRE) -- Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced its entry with Continental Stock Transfer & Trust Company on August 21, 2024 into: (i) the 2021 Warrant Agreement Amendment, which governs the terms and conditions of the Company’s redeemable warrants to purchase shares of Company common stock, par value $0.0001 per share (the “common stock”), which warrants trade on The Nasdaq Capital Market under the symbol “JTAIW” (the “redeemable warrants”), and the Company’s private placement warrants to purchase shares of common stock (the “private placement warrants”); and (ii) the 2023 Warrant Agreement Amendment, which governs the terms and conditions of the Company’s merger consideration warrants to purchase shares of common stock, which warrants trade on The Nasdaq Capital Market under the symbol “JTAIZ” (the “merger consideration warrants”; together with the redeemable warrants and the private placement warrants, the “warrants”).

The Company entered into the 2021 Warrant Agreement Amendment and the 2023 Warrant Agreement Amendment following the expiration of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”), which commenced on June 27, 2024, and expired at 11:59 p.m., Eastern Time, on July 25, 2024. As disclosed on July 30, 2024, the Company was advised that 8,930,344 redeemable warrants (approximately 90.6% of the outstanding redeemable warrants), 5,760,000 private placement warrants (100% of the outstanding private placement warrants), and 5,029,657 merger consideration warrants (approximately 67.7% of the outstanding merger consideration warrants) were validly tendered and not validly withdrawn prior to the expiration of the Offer and the Consent Solicitation.

In accordance with the Company’s entry into the 2021 Warrant Agreement Amendment and the 2023 Warrant Agreement Amendment, the Company has exercised its right to exchange each warrant that was outstanding upon the closing of the Offer for 10% fewer shares of common stock than each such warrant would have been exchanged for pursuant to the applicable exchange ratio in the Offer (such exchange, the “Post-Offer Exchange”). Pursuant to the Post-Offer Exchange, each outstanding redeemable warrant will be mandatorily exchanged for 0.24741 shares of common stock, and each outstanding merger consideration warrant will be mandatorily exchanged for 0.9120 shares of common stock.