JetAI Inc

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unregistered Sales of Equity Securities

On various dates in the third quarter of 2024, the Company sold an aggregate of 6,222 shares of common stock to GEM under the Share Purchase Agreement. The issuance of the securities was made in reliance upon the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933. In October 2024, the Company issued 36,886 shares of common stock to satisfy in full the outstanding commitment fee payable discussed in Note 5 and 44,225 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $822,745.

On various dates in the third quarter of 2024, the Company issued an aggregate of 14,778 shares of common stock to SHC under the Sunpeak Settlement Agreement. The issuance of the securities was made in reliance upon the exemption from the registration requirements under Section 3(a)(10) of the Securities Act of 1933. During the nine months ended September 30, 2024, the Company issued 14,333 shares of common stock for settlement of approximately $265,000 in SHC Claims under the Sunpeak Settlement Agreement.

Otherwise, all unregistered sales of equity securities effected during the quarter ended September 30, 2024 [and through the filing of this report] were previously reported in reports the Company has filed with the Securities and Exchange Commission.

Use of Proceeds

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.