Jet.AI Inc.
For the period ended Aug 5, 2024. Filed Aug 5, 2024.
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Aug 5, 2024 · Filed Aug 5, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Jet.AI Inc.
(Name of Registrant as Specified in its Charter)
Not applicable.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
August 5, 2024
Dear Stockholder:
We cordially invite you to attend the 2024 Annual Meeting of Stockholders of Jet.AI Inc. (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, September 24, 2024, at 10:00 AM Pacific Time and will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting virtually by visiting https://www.cstproxy.com/jetai/2024, where you will be able to listen to the Annual Meeting live, submit questions, and vote. If you do not have Internet capabilities, you can listen to the Annual Meeting by phone by dialing +1 800-450-7155 (toll-free) within the U.S. and Canada or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted enter the pin number 0315981#. This option is listen-only, and you will not be able to vote or enter questions during the Annual Meeting if you choose to participate telephonically.
You will find important information about the matters to be voted on at the Annual Meeting in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We are sending most of our stockholders a one-page Notice of Internet Availability of Proxy Materials (the “Notice”) instead of sending a full set of printed materials. The Notice tells you how to access and review on the internet the important information contained in the proxy materials. The Notice also tells you how to vote on the internet prior to the Annual Meeting or by phone and how to request to receive a printed copy of our proxy materials.
Your vote is important. We hope you will attend the virtual Annual Meeting. We encourage you to review the proxy materials and vote as soon as possible. You may vote on the internet as described in the attached proxy materials. You also may vote by mail if you timely request to receive printed copies of these proxy materials in the mail. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the virtual Annual Meeting, how to submit questions, and how to cast your votes are posted at https://www.cstproxy.com/jetai/2024 and can be found in this proxy statement in the section entitled “Questions and Answers about the Annual Meeting and Voting—How can I attend and vote at the Annual Meeting?”.
Very truly yours,
/s/ Michael Winston
Michael Winston
Interim Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
| Annual Meeting Date | September 24, 2024 |
|---|---|
| Time | 10:00 AM Pacific Time |
| Place | The meeting will be held entirely online live via audio webcast, which can be accessed at https://www.cstproxy.com/jetai/2024. If you do not have Internet capabilities, you can listen to the Annual Meeting by phone by dialing +1 800-450-7155 (toll-free) within the U.S. and Canada or +1 857-999-9155 (standard rates apply) outside of the U.S. and Canada. When prompted enter the pin number 0315981#. |
| Items of Business | (1) | To elect two Class I directors to serve until our 2027 annual meeting of stockholders; |
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| (2) | To ratify the appointment of Hacker Johnson & Smith PA as our independent registered public accounting firm for our fiscal year ending December 31, 2024; | |
| (3) | To approve the Amended and Restated 2023 Jet.AI Inc. Omnibus Incentive Plan (the “Amended and Restated Plan”), to establish a fixed number of shares of our 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; | |
| (4) | To approve the potential issuance of shares of our common stock underlying our Series B Preferred Stock that is outstanding, or that may be issued on any exercise of a warrant issued in March 2024, in an amount, that, upon issuance, could result in the issuance of shares of our common stock in an amount in excess of 20% of our outstanding shares of common stock at a price less than the “minimum price” as defined by and in accordance with Nasdaq Listing Rule 5635(d), and which may also be deemed a “change of control” under Nasdaq Listing Rule 5635(b); | |
| (5) | To approve the potential issuance of shares of our common stock underlying our Series A Preferred Stock that is outstanding, in an amount, that, upon issuance, could result in the issuance of shares of our common stock in an amount in excess of 20% of our outstanding shares of common stock at a price less than the “minimum price” as defined by, and in accordance with, Nasdaq Listing Rule 5635(d); | |
| (6) | To approve an amendment to Article IV of our Certificate of Incorporation to increase the number of authorized shares of our common stock from 55,000,000 to 200,000,000; | |
| (7) | To consider and vote on a proposal to grant our Board of Directors the discretion to amend our Certificate of Incorporation to effect a reverse stock split at a ratio not less than one-for-two and not greater than one-for-one thousand, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of our stockholders; | |
| (8) | To approve to adjourn the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals; and | |
| (9) | To transact any other business that properly comes before the Annual Meeting and any adjournment or postponement of the Annual Meeting. |
| Record Date | Holders of record of our capital stock on August 5, 2024, are entitled to receive notice of, and to vote at, the Annual Meeting and any postponement or adjournment of the Annual Meeting. |
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| Voting | Your vote is important. We encourage you to read the accompanying proxy materials and submit your vote as soon as possible. You can find information about how to cast your vote in the question-and-answer section of the accompanying proxy statement. |
Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof. Stockholders will have the ability to access the proxy materials at https://www.cstproxy.com/jetai/2024 or request to receive a printed set of the proxy materials by mail or an electronic set of materials by email. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe these rules allow us to provide our stockholders with the information they need while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.
By Order of the Board of Directors of Jet.AI Inc.
/s/ Michael Winston
Michael Winston
Interim Chief Executive Officer
Las Vegas, Nevada
August 6, 2024
Important Notice Regarding the Internet Availability of Proxy Materials
for the Annual Meeting of Shareholders
The following Proxy Materials are available to you to review athttp://www.cstproxy.com/jetai/2024
| ● | the Company’s 2024 Proxy Statement, together with the documents attached as appendixes to the Proxy Statement |
| ● | the Proxy Card |
| ● | any amendments to the foregoing materials that are required to be furnished to shareholders. |
This is not a ballot. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before September 17, 2024 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.
ACCESSING YOUR PROXY MATERIALS ONLINE
Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your Control number.
REQUESTING A PAPER COPY OF THE PROXY MATERIALS
By telephone please call 917-262-2373, or
By logging on to http://www.cstproxy.com/jetai/2024 or By email at: proxy@continentalstock.com
Please include the company name and your control number in the subject line.
TABLE OF CONTENTS
| General Information | 1 |
|---|---|
| Voting Matters | 3 |
| Emerging Growth Company Explanatory Note | 8 |
| Proposal 1 – Election of Directors | 9 |
| Executive Officer and Director Compensation | 19 |
| Proposal 2 – Ratification of Auditors | 25 |
| Audit Committee Report | 27 |
| Proposal 3 – Approval of the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan | 28 |
| Proposal 4 – Approval of the Issuance of Securities to Ionic | 39 |
| Proposal 5 – Approval of the Issuance of Securities to Maxim | 42 |
| Proposal 6 – Approval of an Amendment to Our Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock | 44 |
| Proposal 7 – Approval of the Reverse Stock Split | 47 |
| Proposal 8 – Approval of the Adjournment Proposal | 53 |
| Security Ownership of Certain Beneficial Owners and Management | 54 |
| Certain Relationships and Related Party Transactions | 55 |
| Householding | 61 |
| Future Stockholder Proposals | 61 |
| Where You Can Find More Information | 61 |
| Other Matters | 62 |
| Appendix A – Form of Proxy Card | A-1 |
| Appendix B – 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan | B-1 |
| Appendix C – Form of Certificate of Amendment for the Increase in Authorized Shares | C-1 |
| Appendix D – Form of Certificate of Amendment for the Reverse Stock Split | D-1 |
Proxy Statement for Annual Meeting of Stockholders
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDERS MEETING TO BE HELD ON SEPTEMBER 24, 2024:
THIS PROXY STATEMENT, THE PROXY CARD AND OUR ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE ON THE INTERNET AT
https://www.cstproxy.com/jetai/2024.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.