Jet.AI (JTAI) files for share and warrant offering

Jet.AI (NASDAQ: JTAI) has filed the following:

Jet.AI Inc. (f/k/a Oxbridge Acquisition Corp.) is offering on a best efforts basis up to [●] “Units”, each consisting of one share of our Common Stock, par value $0.0001 per share (the “Common Stock”), two Series A Warrants to purchase one share of our Common Stock (each, a “Series A Warrant”), and one Series B Warrant to purchase a maximum of [●] shares of our Common Stock (each, a “Series B Warrant” and together with the Series A Warrants, the “Warrants”) to be sold together at an assumed combined public offering price of $[●] per Unit (based upon the last reported sale price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on [●], 2024). Each Series A Warrant will have an exercise price of $[●] per share (100% of the assumed public offering price of the Unit), subject to adjustment as set forth in the Series A Warrant and as further described in “Description of Securities We Are Offering” in this prospectus. Each of the Series B Warrants will have a nominal exercise price of $0.00001, as further described in “Description of Securities We Are Offering” in this prospectus. Each of the Warrants will be exercisable only on or after the date on which stockholder approval is obtained to approve the issuance of the Warrant Shares upon exercise of the Warrants (the “Stockholder Approval”), solely to the extent such approval is required by Rule 5635(d) of The Nasdaq Stock Market LLC (“Rule 5635(d)”) (See “Risk Factors – Risks Related to this Offering” and “Description of Securities We Are Offering” for additional information regarding Stockholder Approval and Rule 5635(d)). Each of the Series A Warrants and the Series B Warrants will expire five (5) years after the date of their issuance.

We are also offering to those purchasers, if any, whose purchase of Units in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, “Pre-Funded Units” in lieu of the Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock, each consisting of one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one share of Common Stock, one Series A Warrant, and one Series B Warrant. We are offering the Pre-Funded Units in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock. The purchase price of each Pre-Funded Unit will be equal to the price per Unit, minus $[●], and the exercise price of each Pre-Funded Warrant included in each Pre-Funded Unit will be $[●] per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Unit we sell, the number of Units we are offering will be decreased on a one-for-one basis.

We are also registering the Common Stock issuable from time to time upon exercise of each of the Warrants and Pre-Funded Warrants included in the Units and Pre-Funded Units offered hereby. See “Description of Securities We Are Offering” in this prospectus for more information.

Neither the Units nor the Pre-Funded Units have stand-alone rights nor will they be certificated or issued as stand-alone securities. The shares of Common Stock, the Series A Warrants and the Series B Warrants included in the Units are immediately separable, and will be issued separately in this offering, and the Pre-Funded Warrants, the Series A Warrants and the Series B Warrants included in the Pre-Funded Units are immediately separable, and will be issued separately in this offering.

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