Material Agreement Form 8 K

Item 1.01. Entry Into A Material Definitive Agreement.

On October 25, 2024, Jet.AI Inc. (the "Company") entered into an Equity Distribution Agreement (the "ATM Agreement") with Maxim Group, LLC (the "Agent") pursuant to which the Agent will act as the Company's sales agent with respect to the offer and sale from time-to-time of shares of the Company's common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $5,400,000 (the "Shares"). Sales of the Shares, if any, will be made by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Act"), which includes sales made directly on the Nasdaq Capital Market and such other sales as agreed upon by the Company and the Agent. Any Shares sold will be issued pursuant to a prospectus dated September 9, 2024, and a prospectus supplement dated October 25, 2024, filed with the Securities and Exchange Commission (the "SEC"), in connection with one or more offerings of shares under the Company's shelf registration statement on Form S-3 (File No. 333-281578) filed with the SEC on August 23, 2024, and declared effective by the SEC on September 9, 2024. The Company has agreed to pay the Agent a commission of 3% of the gross sales price of any Shares sold in the offering.

The Company made certain customary representations, warranties, and covenants in the ATM Agreement and also agreed to indemnify the Agent against certain liabilities, including liabilities under the Act. The ATM Agreement is not intended to provide any other factual information about the Company. The representations, warranties, and covenants contained in the ATM Agreement were made only for purposes of the ATM Agreement, including the allocation of risk between the parties thereto, and as of specific dates, were solely for the benefit of the parties to the ATM Agreement, and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the ATM Agreement. The foregoing description of the ATM Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the ATM Agreement, which is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.