STOCK TITAN

Jet.AI (NASDAQ: JTAI) shows Q1 2026 loss but boosts cash and SpaceX stake

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Jet.AI Inc. reported first quarter 2026 revenue of $1.68 million, down from $3.47 million a year earlier, and a net loss of $2.68 million versus $3.17 million. Cash rose to about $13.5 million with no debt, supported by $19.8 million of common stock sale proceeds.

The company highlighted a proposed merger with flyExclusive, with the related Form S-4 declared effective and a stockholder vote set for June 11, 2026. It also emphasized data center joint venture milestones, a $5 million economic interest in SpaceX-related entities, and ownership of AI Infrastructure Acquisition Corp. valued around $17.23 million.

Jet.AI’s board approved a $5 million share repurchase authorization. The firm amended employment agreements for its executive chairman and interim CFO, extending post-termination non-compete and non-solicitation periods to two years and adding expanded clawback provisions for incentive-based compensation.

Positive

  • Strengthened liquidity with no debt: Cash and cash equivalents increased to about $13.5 million as of March 31, 2026, from $1.8 million at December 31, 2025, and the company reported no debt on the balance sheet.
  • Valuable strategic holdings: Jet.AI reports a $5.0 million economic interest in SpaceX-related entities and approximately $17.23 million of AI Infrastructure Acquisition Corp. securities, providing meaningful non-core asset value.
  • Advancing strategic merger and capital return: The flyExclusive Form S-4 is effective with a June 11, 2026 stockholder vote scheduled, and the board approved a $5 million share repurchase authorization.

Negative

  • Sharp revenue decline and ongoing losses: Q1 2026 revenue fell to $1.68 million from $3.47 million in the prior-year quarter, with a gross loss and a net loss of $2.68 million, indicating the business is not yet profitable.
  • Disclosure of going concern and listing risks: The company highlights risks around its ability to continue as a going concern and to maintain the listing of its common stock on the Nasdaq Stock Market LLC, which may concern investors.

Insights

Jet.AI strengthened its balance sheet and assets but faces shrinking revenue and continued losses.

Jet.AI ended Q1 2026 with about $13.5 million in cash and no debt, mainly from $19.8 million of common stock proceeds. It also reports sizeable strategic holdings, including a $5.0 million economic interest in SpaceX-related entities and $17.23 million in AI Infrastructure Acquisition Corp. securities.

Operating performance is weaker: quarterly revenue fell to $1.68 million from $3.47 million, with a gross loss and a net loss of $2.68 million. The company invested $1.9 million into its data center joint venture Convergence Compute and is progressing milestones across multiple North American sites, which could be critical for its AI infrastructure strategy.

The proposed merger with flyExclusive advanced after the Form S-4 became effective, with a stockholder vote scheduled for June 11, 2026. Future filings about the merger’s closing and updates on monetizing data center capacity and strategic investments will further clarify the sustainability of Jet.AI’s current cash position and business trajectory.

Jet.AI tightened executive post-employment restrictions and added stronger compensation clawbacks.

The company amended employment agreements for Executive Chairman and Interim CEO Michael Winston and Interim CFO George Murnane. Non-compete and non-solicitation periods were extended from one to two years after termination, with each executive receiving a one-time $1,000 bonus for accepting these enhanced restrictions.

A new clawback provision allows recovery of incentive-based pay, bonuses, equity-linked awards, and other financial benefits if an executive breaches specified restrictive covenants. This applies for two years following separation and supplements Jet.AI’s existing clawback policy adopted on March 14, 2025, signaling a more robust approach to protecting the company if contractual obligations are violated.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 revenue $1,681,236 Three months ended March 31, 2026
Q1 2026 net loss $2,681,102 Three months ended March 31, 2026
Cash balance $13,497,732 Cash and cash equivalents as of March 31, 2026
Other investments $17,231,000 Other investments on balance sheet as of March 31, 2026
SpaceX economic interest $5,000,000 Economic interest in SpaceX and related subsidiaries
AIIA holdings value $17,230,000 Approximate aggregate value of AI Infrastructure Acquisition Corp. securities
Share repurchase authorization $5,000,000 Board-approved share repurchase authorization during the quarter
JV investment $1,900,000 Cash used for investment in joint venture in Q1 2026
Registration Statement on Form S-4 regulatory
"Jet.AI announced that the Registration Statement Form S-4 filed by flyExclusive related to the proposed merger has been declared effective"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
Special Purpose Vehicle (SPV) financial
"from an investment made through a Special Purpose Vehicle (SPV) that held equity in xAI prior to its acquisition by SpaceX"
A special purpose vehicle (SPV) is a separate legal entity created to hold specific assets, liabilities or financial activities apart from a company’s main business—think of it like a sealed box where certain deals or risks are kept. Investors care because an SPV isolates risk and can be used to raise money, structure investments, or limit losses; however, it can also hide obligations or complicate transparency, so understanding what’s inside the “box” matters for assessing true financial health.
Convergence Compute LLC technical
"by their joint venture, Convergence Compute LLC ("Convergence Compute")"
share repurchase authorization financial
"During the quarter, the Board approved a $5 million share repurchase authorization"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
clawback regulatory
"a new provision allowing for the clawback of incentive-based compensation, bonuses, or other financial benefits"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
emerging growth company regulatory
"405) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Revenue $1,681,236 vs. $3,474,638 in Q1 2025
Net loss $2,681,102 vs. $3,169,804 in Q1 2025
Cash and cash equivalents $13,497,732 vs. $1,819,503 at December 31, 2025
Operating loss $2,865,552 vs. $3,171,273 in Q1 2025
false 0001861622 0001861622 2026-05-15 2026-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 15, 2026

 

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 2.02 Results of Operations and Financial Condition.

 

On May 15, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing its financial results for the quarter ending March 31, 2026, and other recent operational highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Forward Looking Statements

 

This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to obtain necessary stockholder approvals and the possibility that any proposed transactions do not close when expected or at all because any required approvals or other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Stock Market LLC; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.

 

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 18, 2026, the Company entered into amendments to the existing amended and restated employment agreements (the “Employment Agreement Amendments”) with Michael Winston, the Company’s Executive Chairman and Interim Chief Executive Officer, and George Murnane, the Company’s Interim Chief Financial Officer.

 

Each Employment Agreement Amendment has the following effect on the existing employment agreements:

 

  The Restricted Periods (as defined in Sections 5(a) and 5(c) of each respective employment agreement) during which the employee may not compete with the Company and may not solicit the Company’s customers and vendors has been extended from one year following the employee’s termination to two years following the employee’s termination. The Company agreed to pay to each employee a one-time bonus in the amount of $1,000 in exchange for such employee’s agreement to abide by the restrictive covenants in each employment agreement following the employee’s termination from the Company.
     
  Each executive is subject to a new provision allowing for the clawback of incentive-based compensation, bonuses, or other financial benefits previously awarded to the respective executive in the event such executive breaches any of the restricted covenants set forth in Sections 5, 17, and 19 of his respective employment agreement. This recovery may include, but is not limited to, repayment of cash bonuses, cash payments representing synthetic equity or performance share unit awards, forfeiture of stock options, and reimbursement of any other incentive-based compensation, and is in addition to the Jet.AI Inc. Clawback Policy, as adopted March 14, 2025. The new clawback provision is effective for two years following the executive’s separation from the Company.

 

Except as described above, each employment agreement remains unmodified and in full force and effect in accordance with its original terms.

 

The foregoing summary of the terms of the Employment Agreement Amendments does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Employment Agreement Amendments, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   First Amendment to Amended and Restated Employment Agreement dated May 18, 2026, by and between the Company and Michael Winston.
     
10.2   First Amendment to Amended and Restated Employment Agreement dated May 18, 2026, by and between the Company and George Murnane.
     
99.1   Press Release, dated May 15, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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
May 21, 2026    

 

 

 

 

Exhibit 99.1

 

 

Jet.AI Reports First Quarter 2026 Financial Results

 

LAS VEGAS, May 15, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced financial results for the first quarter ended March 31, 2026.

 

General Company Update

 

As of March 31, 2026, the Company had approximately $13.5 million in cash and no debt, compared to $1.8 million in cash as of December 31, 2025.
   
The proposed merger with flyExclusive remains on track for a shareholder vote on June 11, 2026. Subsequent to quarter end, the Company sold one of its HondaJet aircraft in coordination with flyExclusive and in preparation for the anticipated closing of the transaction.
   
Following quarter end, the Company also announced the acquisition of a $5 million economic interest in SpaceX, which has recently been widely reported to be pursuing an IPO in June/July.
   
Consensus Compute JV secured natural gas supply equivalent to 500MW of generation capacity for the Manitoba campus, along with the environmental permits required to use the gas for power generation. The 395-acre Manitoba campus continues to attract significant interest from hyperscalers, and this achievement marked completion of the JV’s third milestone. The next major phase of the project is expected to include turbine acquisition aligned with a tenant commitment, along with additional formal project milestones. The power study for the Moapa data center remains ongoing and the company maintains a robust pipeline of North American data center projects.
   
The AI Infrastructure Acquisition Corp. (NYSE:AIIA), valued at approximately $17.2 million on the balance sheet, is actively engaged with several targets, and outreach remains ongoing.
   
During the quarter, the Board approved a $5 million share repurchase authorization.

 

 

 

 

Proposed Merger with flyExclusive

 

On May 1, 2026, Jet.AI announced that the Registration Statement Form S-4 (File No. 333-284960) filed by flyExclusive, Inc. (“flyExclusive”) related to the proposed merger transaction has been declared effective by the Securities and Exchange Commission (the “SEC”), formally advancing the transaction into its stockholder approval and closing phases.

 

Jet.AI and flyExclusive continue to expect to close the proposed merger in the second quarter of 2026, with Jet.AI’s special meeting of its stockholders scheduled on June 11, 2026. Jet.AI stockholders of record as of the record date, May 8, 2026, are entitled to vote on the proposed transaction at the meeting. The definitive proxy statement for the special meeting was filed with the SEC and can be found on the SEC’s website here. The Company mailed the definitive proxy materials on or about May 13th, 2026. The definitive proxy materials contain important information regarding the special meeting and the proposed transactions, including voting procedures and risk factors.

 

Strategic Holdings

 

The Company holds a $5.0 million economic interest in SpaceX and its related subsidiaries (including but not limited to xAI/Grok, Starlink, and X/Twitter) from an investment made through a Special Purpose Vehicle (SPV) that held equity in xAI prior to its acquisition by SpaceX. It has been widely reported that SpaceX is planning an IPO this summer and market speculation that it would price at a level significantly higher than that paid by the Company.
   
As of March 31, 2026, the aggregate value of the shares the Company holds of AI Infrastructure Acquisition Corp. (“AIIA”) was approximately $17.23 million, consisting of AIIA Class A Ordinary Shares and Rights valued at $1.35 million and AIIA Class B Ordinary Shares valued at $15.88 million. The SPAC is actively engaged with numerous targets, and outreach remains ongoing.

 

 

 

 

Data Center Updates

 

In March 2026, Jet.AI and Consensus Core Technologies, Inc. (“Consensus Core”) completed the third set of milestones for the Midwestern and Maritime hyperscale data center campuses by their joint venture, Convergence Compute LLC (“Convergence Compute”). The completed milestones included:

 

Midwestern Campus

 

Submission of a Transmission Power Load Study Application by Convergence Compute
   
Natural gas supply confirmation for up to six turbines at the Midwestern campus

 

Maritime Campus

 

Executed letter of intent for Convergence Compute to acquire power from hydro and the producer’s proposed wind farm for use by the Maritime campus (the “Wind Power Project”)
   
Assignment of all of Consensus Core’s rights to lease the Maritime project property to Convergence Compute

 

The upcoming fourth milestone includes the following:

 

Midwestern Campus

 

Obtaining of any necessary environmental permits or studies
   
Delivery of site plans for establishment of utility/energy generation to the Midwest Data Center Project property, including any gas lines

 

Maritime Campus

 

Obtaining of any necessary environmental permits or studies
   
Delivery of site plans for establishment of utility/energy generation to the Maritime Data Center Project property, including any gas lines
   
Execution of a definitive agreement with respect to the Wind Power Project

 

 

 

 

The power study for the Moapa data center project remains ongoing and the company maintains a robust pipeline of North American data center projects.

 

Jet.AI Founder and Executive Chairman Mike Winston added: “In just the past three months, Jet.AI has advanced major AI data center milestones across three North American sites (totaling over 1 GW capacity), secured a $5.0 million strategic economic interest in xAI/SpaceX, reported a profitable full-year 2025 with strong cash position, authorized a $5.0 million share repurchase program, and cleared key regulatory hurdles toward closing our transformative merger with flyExclusive in Q2 2026, positioning us as a pure-play leader in powered land for AI infrastructure.”

 

Additional information regarding the Company’s financial results for the first quarter ended March 31, 2026 can be found in the Form 10-Q filed with the U.S. Securities and Exchange Commission here.

 

About Jet.AI

 

Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.”

 

Additional Information and Where to Find It

 

In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents will be mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.

 

 

 

 

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

 

A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that are incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.

 

Participants in the Solicitation of Proxies

 

Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests is included in the definitive proxy statement/prospectus relating to the proposed transactions. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

 

No Offer or Solicitation

 

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aim” and similar expressions but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated or expected. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Item 1A, and also in subsequent reports filed by Jet.AI with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date of this press release. Readers are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.

 

Jet.AI Investor Relations:

 

Gateway Group, Inc.

 

949-574-3860

 

Jet.AI@gateway-grp.com

 

 

 

 

JET.AI, INC.

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2026   2025 
   (Unaudited)     
Assets          
Current assets:          
Cash and cash equivalents  $13,497,732   $1,819,503 
Accounts receivable   318,505    97,331 
Other assets   215,504    248,724 
Total current assets   14,031,741    2,165,558 
           
Property and equipment, net   1,868    2,505 
Intangible assets, net   86,745    86,745 
Right-of-use lease asset   371,317    508,707 
Investment in joint venture   2,765,000    865,000 
Deposit on aircraft   4,050,000    4,050,000 
Deposits and other assets   868,561    868,561 
Other investments   17,231,000    17,137,000 
Total assets  $39,406,232   $25,684,076 
           
Liabilities and Stockholders’ Equity          
Current liabilities:          
Accounts payable  $1,352,473   $1,621,379 
Accrued liabilities   1,251,345    1,148,782 
Deferred revenue   465,365    443,126 
Operating lease liability   361,917    495,782 
Total current liabilities   3,431,100    3,709,069 
           
Commitments and contingencies (Note 2, 5, and 6)   -    - 
           
Stockholders’ Equity          
Preferred Stock, 4,000,000 shares authorized, par value $0.0001, 0 issued and outstanding   -    - 
Series B Convertible Preferred Stock, 5,000 shares authorized, par value $0.0001, 0 and 750 issued and outstanding   -    - 
Common stock, 1,000,000 shares authorized, par value $0.0001, 639,738 and 31,413 issued and outstanding   63    2 
Subscription receivable   (6,724)   (6,724)
Additional paid-in capital   86,619,499    69,938,333 
Accumulated deficit   (50,637,706)   (47,956,604)
Total stockholders’ equity   35,975,132    21,975,007 
Total liabilities and stockholders’ equity  $39,406,232   $25,684,076 

 

 

 

 

JET.AI, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2026   2025 
         
Revenues  $1,681,236   $3,474,638 
           
Cost of revenues   1,915,459    3,590,152 
           
Gross loss   (234,223)   (115,514)
           
Operating Expenses:          
General and administrative (including stock-based compensation of $64,382 and $550,936, respectively)   2,225,862    2,652,427 
Sales and marketing   306,387    294,408 
Research and development   99,080    108,924 
Total operating expenses   2,631,329    3,055,759 
           
Operating loss   (2,865,552)   (3,171,273)
           
Other income:          
Other income   90,450    1,469 
Unrealized gain on other investments   94,000    - 
Total other income   184,450    1,469 
           
Loss before provision for income taxes   (2,681,102)   (3,169,804)
           
Provision for income taxes   -    - 
           
Net Loss  $(2,681,102)  $(3,169,804)
           
Weighted average shares outstanding - basic and diluted   401,302    8,557 
Net loss per share - basic and diluted  $(6.68)  $(370.43)

 

 

 

 

JET.AI, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2026   2025 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(2,681,102)  $(3,169,804)
Adjustments to reconcile net loss to net cash used in operating activities:          
Unrealized gain on other investments   (94,000)   - 
Amortization and depreciation   637    638 
Stock-based compensation   64,382    550,936 
Non-cash operating lease costs   137,390    133,439 
Changes in operating assets and liabilities:          
Accounts receivable   (221,174)   (266,643)
Other current assets   33,220    21,059 
Accounts payable   (268,906)   271,350 
Accrued liabilities   102,563    446,080 
Deferred revenue   22,239    (37,349)
Operating lease liability   (133,865)   (129,914)
Net cash used in operating activities   (3,038,616)   (2,180,208)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Investment in joint venture   (1,900,000)   - 
Deposit on aircraft   -    (1,100,000)
Deposits and other assets   -    (77,000)
Net cash used in investing activities   (1,900,000)   (1,177,000)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Offering costs   (3,196,913)   (1,270,000)
Proceeds from exercise of Series B Convertible Preferred Stock warrants   -    11,000,000 
Proceeds from sale of Common Stock   19,813,758    - 
Net cash provided by financing activities   16,616,845    9,730,000 
           
Increase in cash and cash equivalents   11,678,229    6,372,792 
Cash and cash equivalents, beginning of period   1,819,503    5,872,627 
Cash and cash equivalents, end of period  $13,497,732   $12,245,419 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 
           
Non-cash financing activities:          
Issuance of Common Stock for Series B Preferred Stock conversion  $20   $- 

 

 

 

FAQ

How did Jet.AI (JTAI) perform financially in Q1 2026?

Jet.AI reported Q1 2026 revenue of $1.68 million, down from $3.47 million a year earlier, and a net loss of $2.68 million versus $3.17 million. The company also recorded an unrealized gain of $94,000 on other investments, slightly offsetting operating losses.

What is Jet.AI’s cash and debt position as of March 31, 2026?

As of March 31, 2026, Jet.AI held about $13.5 million in cash and cash equivalents and reported no debt. This compares to cash of $1.8 million at December 31, 2025, reflecting substantial capital raised through common stock issuance during the quarter.

What progress has Jet.AI (JTAI) made on its merger with flyExclusive?

Jet.AI announced that flyExclusive’s Registration Statement on Form S-4 was declared effective on April 30, 2026. Jet.AI scheduled a special stockholder meeting for June 11, 2026 to vote on the proposed merger, with stockholders of record as of May 8, 2026 eligible to vote.

What strategic investments does Jet.AI currently hold?

Jet.AI reports a $5.0 million economic interest in SpaceX and related subsidiaries via a special purpose vehicle. It also holds AI Infrastructure Acquisition Corp. securities valued at about $17.23 million, including Class A and Class B ordinary shares and rights, classified as other investments on its balance sheet.

What are the key changes to Jet.AI executive employment agreements?

Jet.AI extended non-compete and non-solicitation periods for Executive Chairman Michael Winston and Interim CFO George Murnane from one to two years post-termination. It also added a stronger clawback allowing recovery of incentive-based compensation if restrictive covenants are breached, effective for two years after separation.

How is Jet.AI developing its AI data center and infrastructure strategy?

Through joint venture Convergence Compute LLC, Jet.AI completed a third milestone including natural gas supply for up to 500MW at the Manitoba campus and key permitting. The company also continues a power study for the Moapa data center and maintains a pipeline of North American data center projects.

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