Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On October 18, 2024, Jet. AI Inc. (the "Company") and Ionic Ventures, LLC ("Ionic") entered into a letter agreement (the "Letter Agreement") that set forth certain understandings and agreements among the Company and Ionic related to that certain Securities Purchase Agreement dated March 28, 2024 (the "SPA") and the documents and agreements entered into by the parties in connection therewith.

Under the Letter Agreement Ionic, agreed to refrain from taking action to protect its legal rights under the SPA, and the related documents and agreements among the parties, related to a transaction that may be effected utilizing the registration statement on Form S-3 (File No. 333-281578) as generally identified in the Letter Agreement. In consideration for Ionic's consent, the Company has agreed to, among other things, change the Conversion Measurement Period (as defined in the Certificate of Designation for the Series B Convertible Preferred Stock of the Company (the "CoD")) for the first 200 shares of Series B Convertible Preferred Stock that Ionic shall hold upon exercise of the warrant to purchase up to 1,500 shares of Series B Preferred Stock, issued to Ionic on March 29, 2024 (the "Warrant"), to begin on March 28, 2024 and to end in accordance with the CoD. The rights and preferences of the Series B Convertible Preferred Stock have been described in various reports previously filed by the Company with the SEC.

A copy of the Letter Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. The above summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference such agreement and is incorporated by reference herein.