Jet.AI (JTAI) ends plans for proposed public common stock sale

Rhea-AI Filing Summary

Jet.AI Inc. reported that it has withdrawn a previously filed registration statement for a proposed public offering of its common stock.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.

Insights

Capital markets and corporate finance analyst

Jet.AI has stopped a planned stock sale before SEC effectiveness.

Jet.AI Inc. had prepared for a public offering of common stock by filing a registration statement on December 1, 2025, but has now withdrawn that filing. The company cites "changed circumstances" as the reason and confirms that the SEC did not declare the registration statement effective and that no securities were sold under it.

This means Jet.AI will not proceed with the equity raise contemplated by the withdrawn registration statement, at least in its current form. The decision removes that specific source of potential new capital and also avoids the dilution that would have come from issuing new shares under the proposed offering.

The company notes that it does not intend to pursue the public offering contemplated by the withdrawn registration statement. Any future capital-raising approach would therefore require new documentation or a different structure, which would be described in subsequent disclosures if and when the company moves forward.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2025

Jet.AI Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-40725		93-2971741
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation or organization)		File Number)		Identification No.)

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (702) 747-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Trading Symbol		Name of each exchange on which registered:
Common Stock, par value $0.0001 per share		JTAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On December 1, 2025, Jet.AI, Inc., a Delaware corporation (the “Company”), filed a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the proposed public offering of its common stock. The Company has withdrawn the Registration Statement due to changed circumstances since the filing of the Registration Statement. No securities have been sold in connection with the offering, and the Registration Statement was not declared effective by the SEC. The Company withdrew the Registration Statement on December 30, 2025, and it does not intend to pursue the public offering contemplated by the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JET.AI INC.
	By:	/s/ George Murnane
		George Murnane
		Interim Chief Financial Officer

December 30, 2025

FAQ

What did Jet.AI Inc. (JTAI) announce in this 8-K filing?

Jet.AI Inc. announced that it has withdrawn a previously filed registration statement related to a proposed public offering of its common stock and does not intend to pursue that offering.

Did Jet.AI (JTAI) sell any securities under the withdrawn registration statement?

No. Jet.AI states that no securities were sold in connection with the proposed offering and that the registration statement was never declared effective by the SEC.

Why did Jet.AI decide to withdraw its planned public stock offering?

Jet.AI explains that it withdrew the registration statement due to "changed circumstances" since the original filing, without providing additional detail in this disclosure.

When did Jet.AI file and withdraw the registration statement for the proposed offering?

Jet.AI filed the registration statement on December 1, 2025 and withdrew it on December 30, 2025.

Does Jet.AI plan to pursue the same public offering in the future?

Jet.AI states that it does not intend to pursue the public offering that had been contemplated by the withdrawn registration statement.

What type of security was covered by Jet.AI's withdrawn registration statement?

The withdrawn registration statement related to a proposed public offering of Jet.AI's common stock.