SCHEDULE: Hexstone Capital, Brendan O'Neil Update Jet.AI Stake to 9.9%
Beneficial Ownership Update
Hexstone Capital LLC and Brendan O'Neil have updated their beneficial ownership in Jet.AI Inc. to 9.9% of common stock, reflecting conversion limitations.
Summary
- Hexstone Capital LLC and Brendan O'Neil (Reporting Persons) have filed an Amendment No. 1 to their Schedule 13G, updating their beneficial ownership in Jet.AI Inc.
- The Reporting Persons collectively beneficially own 388,596 shares of Jet.AI Inc. Common Stock.
- This ownership represents 9.9% of the outstanding Common Stock, as reported on the cover page, with Item 4(b) stating 9.99%.
- The percentage is based on 3,501,256 shares of Common Stock outstanding as of September 19, 2025.
- The ownership stems from 450 shares of Series B Convertible Preferred Stock held by Hexstone Capital LLC, which are convertible into up to 388,596 shares of Common Stock.
- Further conversions of the Preferred Stock are subject to a 'Blocker' provision, limiting beneficial ownership to 9.99% of the total outstanding Common Stock.
- Brendan O'Neil, as the managing member of Hexstone Capital LLC, is deemed to indirectly beneficially own the same 388,596 shares.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership, an amendment to a previous filing, and does not convey positive or negative sentiment regarding the company's performance or prospects.
Risks
- The conversion of Series B Convertible Preferred Stock into Common Stock is subject to a 'Blocker' provision, which prohibits conversion if it would result in beneficial ownership exceeding 9.99% of the total number of shares of Common Stock then issued and outstanding.
Future Outlook
NA
Industry Context
NA
Stakeholder Impact
- Shareholders: Provides transparency regarding significant beneficial ownership by Hexstone Capital LLC and Brendan O'Neil, and the limitations on conversion of preferred stock.
Key Dates
| Date | Description |
|---|---|
| August 20, 2025 | Original Schedule 13G filed with the SEC, including the Joint Filing Agreement. |
| September 19, 2025 | Date as of which 3,501,256 shares of Common Stock were outstanding. |
| September 22, 2025 | U.S. Securities and Exchange Commission declared the Registration Statement on Form S-3 (File No. 333-289982) effective. |
| September 30, 2025 | Date of event which requires filing of this statement. |
| November 14, 2025 | Date of signing for Hexstone Capital LLC and Brendan O'Neil for this Amendment No. 1. |
Recommendation
holdThis filing is a routine disclosure of beneficial ownership and does not provide sufficient information to make a 'buy' or 'sell' recommendation. The updated ownership stake and conversion limitations are factual disclosures that investors should be aware of, but they do not inherently signal a change in the company's fundamental value or prospects. Therefore, a 'hold' recommendation is appropriate as it suggests maintaining current positions while awaiting further operational or financial news.
Keywords
Jet.AI, Hexstone Capital, Brendan O'Neil, Schedule 13G, beneficial ownership, common stock, preferred stock, convertible securities, SEC filing, ownership update
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