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.
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Jet.AI Inc. (JTAI) is asking stockholders to approve several major corporate actions at its all-virtual 2025 annual meeting. Stockholders will vote to elect two Class II directors to serve until 2028 and to ratify Hacker Johnson & Smith PA as independent auditor for the year ending December 31, 2025.
The company seeks approval to amend its 2023 Omnibus Incentive Plan so that up to 775,000 shares of common stock, plus additional shares tied to performance share units for executive management, may be issued under the plan. It is also requesting approval of the potential issuance of common shares underlying a Hexstone warrant that could exceed 20% of currently outstanding common stock at a price below the Nasdaq “Minimum Price,” in line with Listing Rule 5635(d).
Jet.AI proposes increasing authorized common shares from 200,000,000 to 1,000,000,000 and granting the Board discretion to implement a reverse stock split between 1-for-2 and 1-for-250. As of November 7, 2025, the company had 3,927,256 shares of common stock outstanding, plus additional voting power from Series B preferred stock on an as-converted basis.
Jet.AI Inc. is launching an at-the-market (“ATM”) offering of up to $3,540,848 of common stock through Maxim Group under an existing equity distribution agreement. Shares may be sold from time to time on Nasdaq or in other permitted transactions, with Maxim earning a 3% commission. If all shares were sold at $1.57, common stock could rise from 4,227,256 shares outstanding as of November 20, 2025 to 6,482,573 shares, diluting existing holders but providing flexible access to capital. Net proceeds are earmarked for working capital, operating expenses, research and development, and potential acquisitions. The filing also highlights a pending spin-off and merger in which Jet.AI’s fractional and jet card business will move to a new subsidiary that merges into flyExclusive, while Jet.AI retains software and IP and intends to focus on artificial intelligence opportunities. In addition, Jet.AI has begun a joint venture with Consensus Core, initially contributing $300,000 toward data center projects and committing up to $20 million tied to future milestones.
Jet.AI Inc. filed its Q3 2025 10-Q, reporting continued losses amid a strategic pivot toward AI data centers. Revenue for the quarter was $1,710,988 with a gross loss of $288,407 and an operating loss of $2,036,197. Net loss was $1,966,049. For the nine months, revenue totaled $7,411,526 with a net loss of $7,520,876.
The company disclosed substantial cash burn: net cash used in operating activities was $8,917,202 for the nine months, ending with cash and equivalents of $3,475,410. Stockholders’ equity was $9,229,013 and total liabilities were $3,663,249. Management highlighted “going concern” uncertainty due to recurring losses and funding needs.
Jet.AI advanced its transition by entering a joint venture and contributing $300,000 toward data center development, with commitments of up to $20,000,000 tied to milestones. It also maintained aviation activities, including a Textron agreement for up to three CJ4 aircraft, with $4,050,000 in deposits. Financing activity included $11,000,000 gross proceeds from Series B preferred warrant exercises and ongoing conversions to common stock.
Jet.AI Inc. amended its merger agreement with flyExclusive, Inc., extending the transaction’s Outside Date from October 31, 2025 to December 31, 2025. All other terms remain unchanged.
The deal structure continues to include a pro rata distribution of Jet.AI SpinCo, Inc. shares to Jet.AI stockholders, followed by the merger of FlyX Merger Sub, Inc. into SpinCo, with SpinCo surviving as a wholly owned subsidiary of flyExclusive. The extension provides additional time to satisfy closing conditions, including stockholder approvals referenced in the transaction materials.
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