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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): March 12, 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.
On
March 12, 2026, the board of directors of Jet.AI Inc. (the “Company”) authorized and approved a share repurchase program.
Under the share repurchase program, the Company may repurchase up to $5 million in value of the Company’s outstanding shares of
common stock from time to time through December 31, 2026. The Company may buy back its common stock from time to time, in amounts, at
prices, and at such times as the Company deems appropriate, subject to market conditions, pursuant to Rule 10b-18 of the Securities Exchange
Act of 1934, as amended, and federal and state laws governing such transactions, through a variety of methods, which may include open
market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b-18
trading plans, or by any combination of such methods. The share repurchase program does not oblige the Company to acquire any specific
number of shares and may be modified, discontinued, or suspended at any time.
On
March 16, 2026, the Company issued a press release announcing the completion of the third set of milestones for the Midwestern and Maritime
hyperscale data center campuses operated by their joint venture, Convergence Compute LLC. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On
March 17, 2026, the Company issued a press release announcing the authorization of the share repurchase program. A copy of the press
release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
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 of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. 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
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated March 16, 2026. |
| |
|
|
| 99.2 |
|
Press Release, dated March 17, 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 |
March
18, 2026
Exhibit
99.1

Powered
Land: Jet.AI and Consensus Core Complete Milestone Three of Canadian Hyperscale Data Center Projects
Las
Vegas, NV, March 16, 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, and Consensus Core Technologies Inc. (“Consensus
Core”), today announced the completion of the third set of milestones for the Midwestern and Maritime hyperscale data center campuses
operated by their joint venture, Convergence Compute LLC (“Convergence Compute”).
The
completed milestones for the Midwestern campus include:
| |
● |
Submission of a Transmission
Power Load Study Application by Convergence Compute |
| |
|
|
| |
● |
Natural gas supply confirmation
for up to six turbines at the Midwestern campus |
The
completed milestones for the Maritime campus include:
| |
● |
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 |
| |
|
|
| |
● |
Assignment of all of Consensus
Core’s rights to lease the Maritime project property to Convergence Compute |
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 Capital Market of the Nasdaq Stock Market LLC under
the ticker symbol “JTAI”.
Forward-Looking Statements
This
press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the
federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s
perception of market conditions. Statements that are not historical are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions 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 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. As a result, caution must be exercised in relying
on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially
from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and
subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these
forward-looking statements, whether because 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
Exhibit
99.2

Jet.AI
Authorizes $5.0 Million Share Repurchase Program
Las
Vegas, NV, March 17, 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, announced today that its Board of Directors has approved
a share repurchase program authorizing the Company to repurchase up to $5.0 million of its common stock.
“With
the Midwestern project now supported by a clear natural gas power supply pathway and the completion of all remaining Milestone 3 objectives
announced yesterday, we have authorized a $5 million share repurchase program,” said Mike Winston, Founder and Executive Chairman
of Jet.AI. “This decision reflects our commitment to disciplined, flexible capital allocation. Repurchases will be considered when
we believe the market price meaningfully understates intrinsic value and when buybacks compete favorably relative to other uses of capital.
When executed thoughtfully, buybacks allow continuing shareholders to increase their ownership in the Company’s underlying assets,
improve per-share economics over time, and signal management’s confidence in the long-term value of the business, while still preserving
the financial flexibility needed to pursue attractive opportunities as they arise.”
Under
the stock repurchase program, the Company may buy back its common stock from time to time, in amounts, at prices, and at such times as
the Company deems appropriate, subject to market conditions, pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended,
and federal and state laws governing such transactions, through a variety of methods, which may include open market purchases, privately
negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination
of such methods. The repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued,
or suspended at any time.
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 Capital Market of the Nasdaq Stock
Market LLC under the ticker symbol “JTAI”.
Forward-Looking
Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within
the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of
1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future
results, and Jet.AI’s perception of market conditions. Statements that are not historical are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. 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. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions 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 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.
As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors
that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the
Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements,
and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because 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