BALTIA AIR LINES, INC. (OTCMKTS:BLTA) Files An 8-K Other Events

BALTIA AIR LINES, INC. (OTCMKTS:BLTA) Files An 8-K Other Events

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Item 8.01Other Events.

On May 22, 2017, Baltia Air Lines, Inc. (the Company) completed
its best efforts private placement offering (the Offering) of up
to $1,000,000 of Series C Preferred Stock with a stated value of
$100 per share (the Stated Value) (the Series C Preferred Stock),
to accredited investors (as defined in Rule501(a) of the
Securities Act of 1933, as amended, the Securities Act) (the
Investors). In multiple closings, the Company sold an aggregate
of 7,200 shares of Series C Preferred Stock for aggregate gross
proceeds of $720,000.

The Series C Preferred Stock shall receive annual dividends in
the amount of 12% of the Stated Value, payable at the option of
the Company in cash or shares of the Companys common stock (the
Common Stock), valued at the average of the volume weighted
average price for the 10 trading days prior to the date set for
the payment of the dividend. No dividends may be paid to holders
of Common Stock or to holders of other preferred stock that by
its terms are junior to the Series C Preferred Stock.

The Series C Preferred Stock is subject to optional conversion on
or after the first anniversary of the date of first issuance,
into shares of Common Stock at a conversion price equal to 50% of
the average closing bid price of the Companys Common Stock from
February 14, 2018 to February 28, 2018, divided by the Stated
Value plus accrued but unpaid dividends.

The Series C Preferred Stock is subject to forced redemption by
the Company upon the first anniversary of the date of the initial
issuance at a price of 120% of the Stated Value of the Series C
Preferred Stock redeemed, plus accrued but unpaid dividends.

Series C Preferred Stockholders can vote with the shares of
Common Stock on an as converted basis. Series C Preferred
Stockholders have liquidation rights that are senior to all of
the Companys Common Stock and any preferred stock that by its
terms are junior to the Series C Preferred Stock, but junior to
any other preferred stock which provide for liquidation rights
that are senior to the Series C Preferred Stock.

The Investors in the Offering have also received piggy-back
registration rights with respect to the shares of common stock
issuable upon conversion of the Series C Preferred Stock. In
addition, the Investors have a right of participation with
respect to any new equity or equity-linked offerings undertaken
by the Company in an amount equal to each investors pro rata
Series C Preferred Stock purchased, up to an aggregate of 20% of
any such subsequent financing.

The Series C Preferred Stock was offered and sold to an exemption
from registration under Section 4(a)(2) and Regulation D of the
Securities Act.

The foregoing description of the Offering does not purport to be
complete and is qualified in its entirety by reference to the
Subscription Agreement, a copy of which is filed as Exhibit 10.1
hereto and the Certificate of Designation, a copy of which is
filed as Exhibit 3.1 to the Companys Current Report on Form 8-K
as filed on March 17, 2017.

Item 9.01.Exhibits

3.1 Certificate of Designation (incorporated herein by reference
to the Companys Current Report on Form 8-K as filed with the
Securities and Exchange Commission on March 17, 2017).
10.1 Form of Subscription Agreement


About BALTIA AIR LINES, INC. (OTCMKTS:BLTA)

Baltia Air Lines, Inc. (Baltia) is a development-stage company. The Company provides scheduled air transportation from the United States to Russia, the Baltic States and the Ukraine. Baltia is in Phase III of the FAA Air Carrier Certification. The Company has two trademarks: Baltia and Voyager Class. Baltia intends to commence scheduled non-stop service from its Base of Operations at Terminal 4, JFK Int’l Airport in New York to Pulkovo II Int’l Airport of St. Petersburg. The Company intends to provide nonstop passenger, cargo and mail service from JFK to St. Petersburg and from JFK to Riga, with online service to Minsk, Kiev and Tbilisi, as well as back up service to Moscow. It intends to operate as a Part 121 carrier, a heavy jet operator. Baltia intends to start the JFK-St. Petersburg service with one round-trip flight per week, then increase the frequency to over three round trips, and then to approximately five round trips.

BALTIA AIR LINES, INC. (OTCMKTS:BLTA) Recent Trading Information

BALTIA AIR LINES, INC. (OTCMKTS:BLTA) closed its last trading session up +0.00020 at 0.00570 with 2,804,882 shares trading hands.

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