Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Jet.AI Inc. (NASDAQ: JTAI) SEC filings page on Stock Titan provides centralized access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Jet.AI is a Las Vegas-based company that operates Software and Aviation segments and is transitioning toward a pure-play AI data center business, with a focus on high-performance GPU infrastructure and AI cloud services.
Through this page, readers can review annual reports on Form 10-K and quarterly reports on Form 10-Q, which include audited and interim financial statements, segment information, and detailed discussions of revenue from Software App and Cirrus Charter activity, Management and Other Services, and Jet Card and Fractional Programs. These filings also describe Jet.AI’s joint ventures and development activities in hyperscale data center projects in Canada and its planned data center campus in Moapa, Nevada.
Jet.AI’s current reports on Form 8-K document material events such as the Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc., extensions of the merger agreement’s outside date, the withdrawal of a planned underwritten public offering registered on Form S-1, and a letter agreement and related amendment to the Certificate of Designation for its Series B Convertible Preferred Stock. These filings provide insight into Jet.AI’s capital structure, financing arrangements, and strategic transactions.
The company’s proxy statements on Schedule 14A outline proposals presented to stockholders, including director elections, auditor ratification, amendments to its omnibus incentive plan, potential issuance of securities, increases in authorized common stock, and potential reverse stock splits. These documents also explain how Jet.AI is governed and how it seeks stockholder approval for key corporate actions.
On Stock Titan, Jet.AI filings are updated as they are released on EDGAR, and AI-powered tools summarize lengthy documents to highlight the sections that matter most to investors—such as changes in capital structure, progress on data center and infrastructure initiatives, and the status of the flyExclusive merger agreement. Users can quickly scan filing summaries, then open the full text for deeper review.
Jet.AI Inc. outlines a major strategic transition from private aviation services toward becoming a pure-play AI data center infrastructure company. The company plans to divest its fractional and jet card aviation business to flyExclusive via a spin-off (SpinCo) and merger, while existing stockholders keep their Jet.AI shares and receive flyExclusive stock as merger consideration.
Jet.AI is building an AI-focused infrastructure platform through a joint venture with Consensus Core, contributing
The report highlights significant risks: recurring losses, substantial doubt about its ability to continue as a going concern, heavy future capital needs for AI data centers, intense competition from larger incumbents, and execution risk around the sale of aviation assets and pivot to AI. Jet.AI has received a Nasdaq notice for failing the
Jet.AI investor Vladimir Semenikhin filed an amended Schedule 13D reporting beneficial ownership of 4,450,000 common shares, or about 9.8% of the company. The stake was acquired for approximately $1.65 million using personal funds through recent open-market trades.
He states he invested because he believes Jet.AI shares are materially undervalued, but raises concerns about the company’s at-the-market equity issuance program and stockholder rights plan. In his view, ongoing share issuance at prevailing prices combined with defensive measures restricts shareholder choice and complicates ownership calculations.
Semenikhin also opposes the proposed business combination with flyExclusive, citing $3 million of related management incentives and questioning whether the deal maximizes value for stockholders. He outlines potential actions, including a possible partial tender offer, seeking suspension of equity issuance programs, changes to the rights plan, and changes to the board via proxy solicitation.
Vladimir Anatolevich Semenikhin filed an amended Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, or about 8.7% of the company’s outstanding stock, based on 45,478,249 shares outstanding in a recent Form S-3.
He acquired the stake for approximately $1.6 million using personal funds and recent open‑market trades, including large purchases in January 2026 and one sale. He states that he believes Jet.AI shares are materially undervalued and criticizes the company’s stockholder rights plan and continued at‑the‑market equity issuance as overly dilutive and restrictive of shareholder choice. He also expresses opposition to the proposed business combination with flyExclusive and related $3 million management incentives, saying they do not maximize stockholder value. Semenikhin indicates he may pursue actions such as a partial tender offer, seeking changes to equity issuance programs and the rights plan, and potentially seeking board changes through a proxy solicitation, though he has not committed to any specific course.
Jet.AI Inc. adopted a limited-duration stockholder rights agreement and declared a dividend of one right for each outstanding common share, payable to holders of record on February 24, 2026. The plan is designed to promote fair treatment of all stockholders in the event of a takeover attempt.
Each right initially allows the holder to purchase one one-thousandth of a share of Series C Junior Participating Preferred Stock at a $0.70 purchase price. If any person or group acquires 10% or more of Jet.AI’s common stock, other holders can exercise rights to acquire common shares with a market value equal to twice the purchase price, significantly diluting the acquiring holder.
Before any person reaches the 10% threshold, the Board may redeem the rights for $0.01 per right, and may also later exchange each right for one share of common stock on specified terms. The rights expire on February 12, 2027, unless earlier redeemed or exchanged.
Jet.AI Inc. amended its merger agreement with flyExclusive, removing a closing condition that would have required Jet.AI to enter a new securities purchase agreement involving a warrant to buy up to $50 million of a new preferred stock series. The amendment also lets Jet.AI explore potential strategic deals that would close only after the merger-related transactions are completed, while all other merger terms remain unchanged.
Jet.AI also received a notice from Nasdaq that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below that level for 30 consecutive business days. The company has until August 5, 2026 to regain compliance, potentially including a reverse stock split, and faces possible delisting if it cannot meet Nasdaq’s listing standards.
Jet.AI Inc. amended its merger agreement with flyExclusive to remove a closing condition that required securing a warrant-based financing of up to $50 million in preferred stock. Jet.AI says it now has sufficient positive net working capital to meet the merger’s minimum cash closing condition and confirms it has no preferred stock outstanding.
The amendment also allows Jet.AI to explore additional merger and acquisition deals that would close only after the flyExclusive transaction. Separately, Jet.AI received a Nasdaq notice that its stock has traded below $1.00 for 30 straight business days, triggering a 180-day period, through August 5, 2026, to regain compliance or risk potential delisting.
Jet.AI Inc. attracted an activist-style investor who now holds 3,950,000 common shares, or about 8.7% of the company. Vladimir Anatolevich Semenikhin acquired the stake for approximately $1.6 million using personal funds.
He believes Jet.AI shares are materially undervalued and is concerned about ongoing at-the-market equity issuances during periods of significant share price volatility. He also highlights potential misalignment from executive compensation arrangements that may provide cash bonuses of up to $3 million tied to a $13.2 million potential FlyExclusive transaction.
Semenikhin plans to engage with management and the board on capital allocation, equity issuance, compensation, and strategic alternatives, and is evaluating steps such as seeking board representation, proxy solicitation, governance changes, and even a possible tender offer or other transaction involving Jet.AI securities.
Vladimir Anatolevich Semenikhin filed a Schedule 13D reporting beneficial ownership of 3,950,000 Jet.AI Inc. common shares, representing about 8.7% of the company, based on 45,478,249 shares outstanding.
He purchased the stake for approximately $1.6 million using personal funds, including dividends and distributions from entities he owns or controls, with no third-party financing.
Semenikhin states he acquired the shares for investment, believing they may be undervalued relative to Jet.AI’s assets, financial position, and prospects. He may engage with management and the board on capital allocation, financing, governance, and compensation, and is considering potential board representation or other ways to influence strategy.
The filing notes he could, subject to circumstances, consider actions such as a possible tender offer or other transactions involving Jet.AI securities, or change his position by buying more shares or selling some or all of his holdings.
Hexstone Capital LLC and Brendan O’Neil filed Amendment No. 2 to Schedule 13G reporting a significant passive stake in Jet.AI Inc. They may be deemed to beneficially own 470,283 shares of common stock, representing 9.99% of the class, as of a 4,237,256-share base.
The position is held through 450 shares of Series B Convertible Preferred Stock, which are convertible into common stock at $1.63 per share, subject to a 9.99% beneficial ownership “Blocker” that prevents conversions above that threshold. Hexstone has voting and dispositive power over the shares, which may be exercised by its managing member, Brendan O’Neil, who indirectly shares beneficial ownership.
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Jet.AI, but rather under a passive investment framework consistent with Schedule 13G requirements.
Ionic Ventures and affiliates report a 9.9% stake in Jet.AI Inc. The group, including Ionic Ventures LLC, Ionic Management LLC, Brendan O’Neil and Keith Coulston, is deemed to beneficially own 425,888 shares of Jet.AI common stock.
The position consists of 400,000 shares of common stock and up to 25,888 additional shares issuable from 300 shares of Series B preferred stock, subject to a 9.99% beneficial ownership “Blocker.” The 9.9% ownership is calculated against 4,237,256 Jet.AI common shares outstanding as of November 28, 2025, as disclosed in a Form S‑1. The filers certify the securities are not held to change or influence control of Jet.AI.