Jet.AI (NASDAQ: JTAI) expands equity distribution capacity

Rhea-AI Filing Summary

Jet.AI Inc. reported that on January 20, 2026 it filed a prospectus supplement to its existing shelf registration statements on Form S-3 and Form S-3MEF. The filing increases the amount of Jet.AI common stock that the company is eligible to sell under its equity distribution agreement with Maxim Group LLC, dated November 21, 2025, as amended. The 8-K notes that this does not itself constitute an offer or sale of shares in any jurisdiction where such activity would be unlawful. Jet.AI also filed a legal opinion and related consent from Dykema Gossett, PLLC as exhibits.

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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): January 20, 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 8.01 Other Information.

On January 20, 2026, Jet.AI Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement to its Registration Statement on Form S-3 (Registration No. 333-281578) and Registration Statement on Form S-3MEF (Registration No. 333-292836) increasing the amount of shares of the Company’s common stock, par value $0.0001 per share, that the Company is eligible to sell pursuant to the equity distribution agreement with Maxim Group LLC, dated November 21, 2025, as amended. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Company’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
5.1		Opinion of Dykema Gossett, PLLC.
23.1		Consent of Dykema Gossett, PLLC (contained in Exhibit 5.1).
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

January 21, 2026

FAQ

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

Jet.AI Inc. disclosed that it filed a prospectus supplement to its Form S-3 and Form S-3MEF registration statements to increase the amount of common stock it is eligible to sell under an existing equity distribution agreement.

When did Jet.AI file the prospectus supplement mentioned in the 8-K?

The company filed the prospectus supplement on January 20, 2026.

Which registration statements are affected by Jet.AI's new prospectus supplement?

The prospectus supplement relates to Jet.AI's Registration Statement on Form S-3 (Registration No. 333-281578) and its Registration Statement on Form S-3MEF (Registration No. 333-292836).

What agreement governs the sale of Jet.AI common stock under this prospectus supplement?

The supplement increases the amount of common stock Jet.AI is eligible to sell pursuant to its equity distribution agreement with Maxim Group LLC, dated November 21, 2025, as amended.

Does this 8-K itself constitute an offer to sell Jet.AI common stock?

No. The disclosure states that it does not constitute an offer to sell or a solicitation of an offer to buy Jet.AI common stock in any state where such activity would be unlawful before proper registration or qualification.

What exhibits did Jet.AI include with this 8-K filing?

The filing includes an opinion of Dykema Gossett, PLLC (Exhibit 5.1), a related consent of Dykema Gossett, PLLC contained in that opinion (Exhibit 23.1), and the cover page interactive data file (Exhibit 104).