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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Jet Token Inc. 1-U:9 8/04/22 4:584K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 1-U Current Report HTML 15K 2: EX1U-6 MAT CTRCT Exhibit 6.1 HTML 294K 3: EX1U-6 MAT CTRCT Exhibit 6.2 HTML 111K 4: EX1U-6 MAT CTRCT Exhibit 6.3 HTML 164K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report (Date of earliest event reported): August 4, 2022
Jet Token Inc.
(Exact name of issuer as specified in its charter)
| Delaware | 32-0570872 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification No.) |
| 10845 Griffith Peak Drive, Suite 200 Las Vegas, Nevada |
89135 | |
| (Address of principal executive offices) | (Zip code) |
(702) 747-4000
(Issuer’s telephone number, including area code)
Non-voting Common Stock
(Title of each class of securities issued pursuant to Regulation A)
Item 9. Other Events
Jet Token Inc. (the "Company") executed a Share Purchase Agreement , dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, "GEM"). Upon the Company’s common stock being publicly listed on a U.S. securities exchange, such as the NYSE or NASDAQ, the Company will have the right to periodically issue and sell to GEM, and GEM has agreed to purchase, up to $40,000,000 aggregate value of shares of the Company’s Common Stock during the 36-month period following the date of listing.
In consideration for these services, the Company has agreed to pay GEM a commitment fee equal $800,000 payable in cash or freely tradable shares of Common Stock, payable on or prior to the first anniversary of the date of listing. On the date of listing, the Company will also issue GEM warrant granting it the right to purchase up to 6% of the outstanding common stock of the Company on a fully diluted basis as of the date of listing. The warrant will have a term of 3 years.
The Company has also entered into a Registration Rights Agreement with GEM, obligating the Company to file a Registration Statement with respect to resales of the shares of Common Stock issued to GEM under the Share Purchase Agreement and upon exercise of the Warrant.
The foregoing description of the terms of the Share Purchase Agreement, the Registration Rights Agreement and the Warrant does not purport to be complete and is subject to, and qualified in its entirety by reference to, Exhibits 6.1, 6.2, and 6.3 hereto, which are incorporated herein by reference.
C:
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada, on August 11, 2022.
| Jet Token Inc. | |
| /s/ George Murnane | |
| By: George Murnane, Chief Executive Officer |
C:
| This ‘1-U’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/11/22 | None on these Dates | ||
| For Period end: | 8/4/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/23 Jet Token Inc. 1-K/A 12/31/22 3:1M Toppan Merrill/FA 3/24/23 Jet Token Inc. 1-K 12/31/22 3:1M Toppan Merrill/FA 9/23/22 Jet Token Inc. 1-SA 6/30/22 1:318K Toppan Merrill/FA |