JetAI Inc
Filed Sep 3, 2024.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Sep 3, 2024
Contents
DILUTION
If you purchase securities in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price per share of our Common Stock and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this Offering.
Our net tangible book value as of June 30, 2024, was $(4,169,820), or $(0.298) per share of our Common Stock. Our net tangible book value is the amount of our total tangible assets minus total liabilities. Net tangible book value per share as of June 30, 2024, is our net tangible book value divided by the number of shares of Common Stock outstanding as of June 30, 2024.
The information below is illustrative only. Our dilution following the closing of this offering will change based on the actual public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included in the 2023 Form 10-K and subsequent quarterly reports.
After giving effect to the sale of the maximum number of shares of Common Stock offered hereby, or [●] number of shares in this offering at a public offering price of $[●] per share of Common Stock, and after deducting estimated underwriter compensation and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2024, would have been approximately $[●] million, or approximately $[●] per share of Common Stock. This amount represents an immediate increase in as adjusted net tangible book value of $[●] per share of Common Stock to our existing stockholders and an immediate dilution of $[●] per share of Common Stock to investors participating in this offering. We determine dilution per share of Common Stock to investors participating in this offering by subtracting as adjusted net tangible book value per share of Common Stock after giving effect to this offering from the public offering price per share of Common Stock paid by investors participating in this offering.
| Assumed offering price per share of Common Stock (attributing no value to warrants) | $ | |
|---|---|---|
| Actual Net tangible book value per share of Common Stock before this offering(1) | $ | |
| Increase in net tangible book value per share attributable to new investors(2) | $ | |
| Net tangible book value per share after this offering(3) | $ | |
| Immediate dilution in net tangible book value per share to new investors | $ |
| (1) | Determined by dividing (i) net tangible book value (total assets less intangible assets) less total liabilities by (ii) the total number of shares of common stock issued and outstanding prior to the offering. |
| (2) | Represents the difference between (i) as adjusted net tangible book value per share after this offering and (ii) net tangible book value per share as of June 30, 2024. |
| (3) | Determined by dividing (i) as adjusted net tangible book value, which is our net tangible book value plus the cash proceeds of this offering, after deducting the estimated offering expenses payable by us, by (ii) the total number of shares of common stock to be outstanding following this offering. |
A $0.10 increase (decrease) in the assumed combined public offering price per share of $[●] would increase (decrease) the as adjusted net tangible book value by approximately $[●] ($[●]) per share and the dilution to new investors by $[●] ($[●]) per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriter compensation and estimated offering expenses payable by us. An increase (decrease) of [●] in the number of shares offered by us would increase (decrease) the as adjusted net tangible book value by approximately $[●] ($[●]) per share and the dilution to new investors by $[●] ($[●]) per share, assuming no change in the public offering price per share of Common Stock, and after deducting estimated underwriter compensation and estimated offering expenses payable by us.
The number of shares of our Common Stock outstanding is based on an aggregate of 24,577,704 shares of our Common Stock outstanding as of August 26, 2024, and excludes:
| ● | 928,876 shares of our Common Stock issuable upon exercise of the JTAIW Warrants; |
|---|---|
| ● | 2,403,961 shares of our Common Stock issuable upon exercise of the Merger Consideration Warrants; |
| ● | 2,179,447 shares of Common Stock issuable upon exercise of the GEM Warrant; |
| ● | 112,700 shares of Common Stock issuable upon exercise of the Series A Preferred Shares; |
| ● | 57,500 shares of Common Stock issuable upon exercise of the Series A-1 Preferred Shares; and |
| ● | 1,801,802 shares of Common Stock issuable upon exercise of the Series B Preferred Stock, including the exercise of Series B Preferred Stock issued upon conversion of the Ionic Warrant. |
This prospectus reflects and assumes no exercise of outstanding options or warrants and that all such options and warrants have been or will be earned.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.