Jet.AI Inc. SEC Filings

Jet.AI Inc. is offering up to $35,063,257 of common stock through an at-the-market equity program with Maxim Group LLC as exclusive sales agent. The company can sell shares from time to time on Nasdaq or other permitted venues at prevailing market prices or prices related to those market prices, with Maxim earning a 3% commission on gross proceeds.

As of January 16, 2026, Jet.AI had 38,158,462 shares of common stock outstanding, and illustrates that if it sold 89,790,670 shares at $0.3905 per share it would have 127,949,132 shares outstanding. The company plans to use any net proceeds for working capital and general corporate purposes, including operating expenses, research and development, and potential acquisitions.

The filing also describes a pending spin-off and merger of its fractional and jet card business into flyExclusive, after which Jet.AI expects to focus on its software and AI-related assets, and outlines a joint venture under which it may contribute up to $20 million into data-center projects in Canada in return for minority equity stakes.

Jet.AI Inc. entered into a letter agreement with Hexstone Capital, LLC and Ionic Ventures, LLC that updates arrangements tied to a prior Securities Purchase Agreement. At the same time, the holder of Jet.AI’s Series B convertible preferred stock elected to convert all remaining outstanding Series B shares, meaning the investors fully exercised the related warrant and converted all underlying preferred shares into common stock. As consideration for the investors’ consent to refrain from taking certain actions to protect their legal rights under the prior agreements, the parties changed the Series B conversion price to equal the lowest trading price of Jet.AI’s common stock in the ten trading days before conversion. All other rights and preferences of the Series B convertible preferred stock remained unchanged.

Jet.AI Inc. reported two key updates. The company and flyExclusive signed a third amendment to their merger agreement, extending the transaction’s Outside Date from December 31, 2025 to April 30, 2026 while leaving other deal terms unchanged. This pushes out the deadline to complete the planned spin-off of Jet.AI SpinCo and its merger into a flyExclusive subsidiary.

Jet.AI also amended its at-the-market equity distribution agreement with Maxim Group LLC, increasing the potential common stock sales from an aggregate gross sales price of up to $10 million to up to $50 million under its existing shelf registration. The company states it will not sell shares in a public primary offering exceeding one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.

Jet.AI Inc. is offering shares of its common stock with an aggregate offering price of up to $7,939,771 through an at-the-market program with Maxim Group LLC, acting as sales agent. The shares may be sold from time to time on Nasdaq or in other permitted transactions at prevailing market prices, with Jet.AI paying Maxim a 3% sales commission.

As of January 9, 2026, Jet.AI had 15,614,290 common shares outstanding, and the company illustrates a scenario in which 10,960,479 new shares could be sold at $0.7244 per share, which would increase shares outstanding to 26,574,769. The company has already sold 4,341,404 shares for gross proceeds of approximately $3,540,840 under the same ATM agreement.

Jet.AI plans to use net proceeds primarily for working capital and general corporate purposes, which may include operating expenses, research and development, acquisitions, and funding up to $1.7 million of its commitment to a data center joint venture. The company also highlights a pending separation and merger transaction with flyExclusive and a strategic shift to focus on its software and artificial intelligence assets after divesting its fractional and jet card operations.

Jet.AI Inc. reported that on January 8, 2026 it exhausted its previously announced at-the-market equity offering conducted under an Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025. After completing this program, the Company elected to voluntarily reduce the conversion price of its Series B convertible preferred stock under its Certificate of Designation so that the conversion price equals the closing price of Jet.AI’s common stock on January 7, 2025, pursuant to Section 8(d) of that Certificate. The Company stated that all other rights and preferences of the Series B convertible preferred stock remain unchanged. As of the time of this filing, Jet.AI had 11,238,147 shares of common stock issued and outstanding.

Jet.AI Inc. entered into amended and restated employment agreements with Executive Chairman and Interim CEO Michael Winston and Interim CFO George Murnane, effective December 31, 2025, with initial terms running through December 31, 2028 and automatic one-year renewals. Starting January 1, 2026, Winston’s annual base salary will be $425,000 and Murnane’s $300,000, with at least annual cost-of-living increases and potential merit raises.

If Jet.AI completes financings or strategic deals that raise its market capitalization to at least $250 million, Winston’s salary increases to $550,000 and Murnane’s to $425,000, with straight-line adjustments for market caps between $100 million and $250 million. Each executive has a discretionary annual cash bonus targeted at 100% of salary, with up to 40% payable in immediately vested stock, and participation in company equity plans.

Upon a Change of Control, all of their unvested equity becomes fully vested and each receives a $1,500,000 special cash bonus tied to the proposed transactions with flyExclusive, Inc. If terminated without cause or resigning for good reason, each is entitled to three years of salary, three years of target bonuses in cash, continued benefits over that period, and full vesting of equity awards.

Jet.AI Inc. reported that it has withdrawn a previously filed registration statement for a proposed public offering of its common stock. The company filed the registration statement on December 1, 2025 and decided to withdraw it due to "changed circumstances" since that filing. No securities were sold, and the registration statement was never declared effective by the SEC. Jet.AI states that it does not intend to pursue the public offering that had been contemplated.

Jet.AI Inc. reported an insider equity award for its executive chairman, interim CEO and director. The filing shows a new stock option grant covering 1,778 shares of common stock at an exercise price of $24.35 per share. The board approved this option on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan, which stockholders granted on September 24, 2024.

The option vests in equal monthly installments beginning January 26, 2024 and expires on September 24, 2034. The exercise price, option amount and underlying share count reflect a 1-for-225 reverse stock split of Jet.AI’s common stock that became effective on November 12, 2024. After this transaction, the insider beneficially owns 1,778 stock options directly.

Jet.AI Inc. reported that its chief operating officer and director Patrick McNulty received a stock option grant covering 399 shares of common stock at an exercise price of $24.35 per share.

The option was approved by the board on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan, which stockholders granted on September 24, 2024.

The option vests in equal monthly installments beginning on January 26, 2024 and expires on September 24, 2034. The exercise price and share amounts reflect a 1-for-225 reverse stock split that became effective on November 12, 2024.