Jet.AI Inc美股招股说明书(2026-01-09版)

Up to $7,939,771Common Stock Jet.AI Inc. entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) on November 21, 2025, (the “OriginalATM Sales Agreement”), relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement.On January 9, 2026, we amended the Original ATM Sales Agreement (as amended, the “ATM Sales Agreement”) to, among otherthings, increase the maximum amount of shares of our common stock that we may offer and sell under the ATM Sales Agreement from$10,000,000 to $50,000,000 from time to time through Maxim, acting as agent; provided, however, that in no event will we issue orsell through Maxim such number of shares of common stock that would cause us or the offering of the shares of common stock to notsatisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). In accordance with General Instruction I.B.6 of Form S-3, pursuant to this prospectus supplement and the accompanying prospectus,we may, but are not obligated to, offer and sell shares of our common stock having an aggregate offering price of up to $7,939,771from time to time through or to Maxim acting as our sales agent or principal. Sales of our common stock, if any, under this prospectus supplement will be made in sales deemed to be “at the market” offerings asdefined in Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”), including sales made directly on or throughthe Nasdaq Stock Market LLC (“Nasdaq”), the existing trading market for our common stock, sales made to or through a marketmaker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at pricesrelated to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. Ifwe and Maxim agree on any method of distribution other than sales of shares of our common stock on or through Nasdaq or anotherexisting trading market in the United States at market prices, we will file a further prospectus supplement providing all informationabout such offering as required by Rule 424(b) under the Securities Act. Maxim is not required to sell any specific number or dollaramount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and salespractices to sell shares of common stock as requested to be sold by us, on mutually agreed terms between Maxim and us. There is noarrangement for funds to be received in any escrow, trust or similar arrangement. These types of offerings will allow us to raise capital by selling shares of our common stock in open market transactions at ourdiscretion. Unlike in underwritten public offerings, sales under at-the-market offerings are not marketed, are made at prevailing marketprices, and generally are less dilutive to stockholders. This is because these types of at-the-market offerings typically are lessexpensive to transact than marketed offerings and can be executed without a discount to the prevailing market price of the stock that istypical in marketed offerings. Our board of directors has concluded that, at this time, it is in our best interest to have this offeringprogram available so that it can be used at our discretion for capital raising and other purposes more fully described in the sectionentitled “Use of Proceeds” in this prospectus supplement. The offering of common stock pursuant to the ATM Sales Agreement will terminate upon the earlier of (1) the sale of common stockpursuant to the ATM Sales Agreement having an aggregate sales price of $50,000,000, (2) the termination by us or Maxim of the ATMSales Agreement pursuant to its terms, and (3) November 21, 2026. As of the date of this prospectus supplement, we have sold4,341,404 shares of common stock for aggregate gross proceeds of approximately $3,540,840 pursuant to the ATM Sales Agreement. Maxim will be entitled to compensation at a commission rate equal to 3% of the gross sales price per share sold. We anticipate noother commissions or material expenses for sales under the ATM Sales Agreement. Even though this prospectus supplement does notrelate to a marketed offering of our common stock, in connection with the sale of common stock under the ATM Sales Agreement,Maxim will be deemed to be an “underwriter” within the meaning of the Securities Act, and Maxim’s compensation will be deemed tobe underwriting commissions or discounts. We have agreed to indemnify Maxim against certain civil liabilities, including liabilitiesunder the Securities Act. We provide more information about how the shares of common stock will be sold and Maxim’s compensationunder the ATM Sales Agreement in the section entitled “Plan of Distribution” in this prospectus supplement. Our common stock is traded on Nasdaq under the symbol “JTAI”. The last reported sale price of our common sto