Jet.AI Inc. 8-K Filings

Jet.AI Inc. reported compensation decisions tied to its merger-related change of control. Disinterested directors reviewed outstanding Performance Share Unit (PSU) awards and unanimously determined that certain unvested PSUs would not vest as a result of the Merger Transactions closing on July 13, 2026. Because of this decision, approximately 1,621,321 shares of common stock that otherwise would have been issued on full accelerated vesting were not issued, avoiding corresponding dilution for existing stockholders.

On July 15, 2026, the compensation committee, following advice from an independent executive compensation consultant, granted new restricted stock awards under the Jet.AI Inc. 2023 Amended and Restated Omnibus Incentive Plan. These awards cover, in the aggregate, 360,000 shares of common stock, scheduled to vest in full on the first anniversary of the grant date, with potential acceleration upon a defined Change of Control or termination due to death or disability and transfer restrictions until vesting.

Jet.AI Inc. completed a separation and merger on July 13, 2026, carving out its fractional and jet card business into Jet.AI SpinCo and combining SpinCo with flyExclusive. Jet.AI stockholders received one SpinCo share per Jet.AI share, which converted into flyExclusive Class A stock.

At closing, flyExclusive issued 5,676,892 Closing Shares to Jet.AI stockholders, part of total merger consideration of 7,096,115 shares based on an initial purchase price of $16,175,595 including a 115% Applicable Premium Percentage. The remaining Reserve Shares equal 20% of the consideration and will be issued or forfeited depending on the final post‑closing Purchase Price, with potential Additional Merger Consideration Shares if that price is at least $16,225,595.

Jet.AI also signed a non‑binding letter of intent for a $300 million reverse takeover with a private company, implying a combined value of about $320 million and approximately $20 million of stock and cash for Jet.AI shareholders, alongside a planned spin‑off of its data center joint venture and AI Infrastructure Acquisition Corp interest into a separate public company. Pro forma for the separation, Jet.AI reported 2025 revenue of $2.98 million, net income of $10.06 million, and a first‑quarter 2026 net loss of $1.39 million, with $23.23 million of assets and a stockholders’ deficit of $18.41 million as of March 31, 2026.

Jet.AI Inc. stockholders have approved the proposed transaction with flyExclusive, including a spin-off and merger structure. At the July 2, 2026 reconvened Special Meeting, 778,325 shares of common stock were represented, about 54.7% of the 1,421,721 shares entitled to vote.

Holders cast 768,718 votes for the Merger Proposal, 5,155 against and 4,452 abstaining, satisfying the requirement for approval by a majority of outstanding shares. The deal includes a pro rata distribution of all shares of Jet.AI SpinCo, Inc. common stock at a ratio of one SpinCo share for each Jet.AI share held as of the July 6, 2026 record date.

After the distribution, SpinCo will merge into a subsidiary of flyExclusive, and the distributed SpinCo shares will convert into the right to receive flyExclusive Class A common stock, while investors retain their existing Jet.AI shares. The parties expect to close the transactions on or about July 7, 2026, subject to remaining customary conditions.

Jet.AI Inc. has again adjourned its special stockholder meeting to vote on its proposed merger and spin-off transaction with flyExclusive. The meeting, first convened on June 11, 2026 and reconvened on June 23, 2026, will now resume on July 2, 2026.

As of the May 8, 2026 record date, 1,421,721 common shares were outstanding and entitled to vote. At the June 23 session, 688,430 shares, or about 48.4% of eligible shares, were represented, and roughly 99.0% of votes cast supported the transaction. The company says it is within 2.1%, or 29,594 shares, of the majority of outstanding shares needed for approval.

In connection with the second adjournment, Jet.AI changed the record date for the planned distribution of Jet.AI SpinCo, Inc. shares from June 25, 2026 to July 6, 2026. If stockholders approve the transactions and closing conditions are met or waived, stockholders of record on July 6, 2026 are expected to receive all SpinCo shares pro rata, which will then convert into the right to receive flyExclusive Class A common stock upon completion of the merger, subject to the Merger Agreement terms.

Jet.AI Inc. convened but then adjourned its special stockholder meeting on the flyExclusive merger and Jet.AI SpinCo spinoff because too few shares were represented to reach the required majority of all outstanding shares. Of 1,421,721 shares eligible to vote as of May 8, 2026, 486,285 shares (about 34.2%) were present, and roughly 99% of those votes supported the merger and spinoff proposals.

The meeting is scheduled to reconvene virtually on June 23, 2026 at 4:00 p.m. Eastern Time. Jet.AI also moved the record date for the planned distribution of SpinCo shares under the Spinoff Agreement from June 15, 2026 to June 25, 2026. Stockholders of record on June 25, 2026 are expected to receive all outstanding SpinCo shares immediately before SpinCo merges with a flyExclusive subsidiary, after which those SpinCo shares will convert into rights to receive flyExclusive Class A common stock, subject to stockholder approval and customary closing conditions.

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.

Jet.AI Inc. regained compliance with Nasdaq’s minimum bid price rule after its recent reverse stock split. The company had fallen below the $1.00 minimum bid for 30 consecutive business days, triggering a deficiency notice in February.

On April 8, 2026, Jet.AI implemented a 1-for-200 reverse stock split, and for ten consecutive business days from April 8–21, 2026, its closing bid was at or above $1.00. Nasdaq has now confirmed compliance and no further deficiencies are outstanding. Jet.AI states it is committed to maintaining strong financial discipline and governance while focusing on strategic priorities, including development of its AI data center portfolio, but cautions there is no assurance it will maintain compliance in the future.

Jet.AI Inc. reported two key actions: a large reverse stock split and a strategic investment tied to SpaceX. The company implemented a 1-for-200 reverse stock split of its common stock, mainly to help regain compliance with Nasdaq’s minimum $1.00 bid-price listing requirement.

After the split, issued and outstanding shares decreased from 129,362,471 to about 646,812, with no change in par value or authorized share count; fractional shares are settled in cash, and options and warrants were proportionally adjusted. Jet.AI also subscribed for 8,347 equity certificates in a Verso vehicle for $5,250,000, providing an economic interest that tracks SpaceX preferred stock through an SPV structure, aligning with its pivot toward AI infrastructure and exposure to SpaceX and xAI.

Jet.AI Inc. reported that its board of directors authorized a share repurchase program of up to $5 million of common stock, available for buybacks through December 31, 2026. Repurchases may occur at the company’s discretion via open-market purchases, negotiated deals, block trades, accelerated repurchases, or trading plans, and the program can be modified or suspended at any time.

The company also announced completion of the third set of milestones for Midwestern and Maritime hyperscale data center campuses operated by its Convergence Compute LLC joint venture. Achievements include a transmission power load study application, natural gas supply confirmation for up to six turbines at the Midwestern campus, a letter of intent to source hydro and wind power for the Maritime campus, and assignment of related property lease rights to the joint venture.

Jet.AI Inc. reported full year 2025 revenue of $9.2 million, down from $14.0 million in 2024, but swung to net income of $4.6 million versus a prior-year loss of $12.7 million. The profit was driven largely by a $14.5 million unrealized gain on other investments, while operating loss remained sizeable at $10.1 million.

Cash was $1.8 million with no debt as of December 31, 2025, and approximately $13.7 million with no debt as of March 5, 2026. Management highlighted progress on Canadian and Nevada AI data center joint ventures, a planned merger with flyExclusive targeted to close by April 30, 2026, and access to a $250 million shelf facility to support future capital needs.

Jet.AI Inc. adopted a limited-duration stockholder rights agreement and declared a dividend of one right for each outstanding common share, payable to holders of record on February 24, 2026. The plan is designed to promote fair treatment of all stockholders in the event of a takeover attempt.

Each right initially allows the holder to purchase one one-thousandth of a share of Series C Junior Participating Preferred Stock at a $0.70 purchase price. If any person or group acquires 10% or more of Jet.AI’s common stock, other holders can exercise rights to acquire common shares with a market value equal to twice the purchase price, significantly diluting the acquiring holder.

Before any person reaches the 10% threshold, the Board may redeem the rights for $0.01 per right, and may also later exchange each right for one share of common stock on specified terms. The rights expire on February 12, 2027, unless earlier redeemed or exchanged.

Jet.AI Inc. amended its merger agreement with flyExclusive to remove a closing condition that required securing a warrant-based financing of up to $50 million in preferred stock. Jet.AI says it now has sufficient positive net working capital to meet the merger’s minimum cash closing condition and confirms it has no preferred stock outstanding.

The amendment also allows Jet.AI to explore additional merger and acquisition deals that would close only after the flyExclusive transaction. Separately, Jet.AI received a Nasdaq notice that its stock has traded below $1.00 for 30 straight business days, triggering a 180-day period, through August 5, 2026, to regain compliance or risk potential delisting.

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.

Jet.AI Inc. entered into a letter agreement with Hexstone Capital, LLC and Ionic Ventures, LLC that updates arrangements tied to a prior Securities Purchase Agreement. At the same time, the holder of Jet.AI’s Series B convertible preferred stock elected to convert all remaining outstanding Series B shares, meaning the investors fully exercised the related warrant and converted all underlying preferred shares into common stock. As consideration for the investors’ consent to refrain from taking certain actions to protect their legal rights under the prior agreements, the parties changed the Series B conversion price to equal the lowest trading price of Jet.AI’s common stock in the ten trading days before conversion. All other rights and preferences of the Series B convertible preferred stock remained unchanged.

Jet.AI Inc. reported two key updates. The company and flyExclusive signed a third amendment to their merger agreement, extending the transaction’s Outside Date from December 31, 2025 to April 30, 2026 while leaving other deal terms unchanged. This pushes out the deadline to complete the planned spin-off of Jet.AI SpinCo and its merger into a flyExclusive subsidiary.

Jet.AI also amended its at-the-market equity distribution agreement with Maxim Group LLC, increasing the potential common stock sales from an aggregate gross sales price of up to $10 million to up to $50 million under its existing shelf registration. The company states it will not sell shares in a public primary offering exceeding one-third of the aggregate market value of common stock held by non-affiliates in any twelve-month period while that value remains below $75,000,000.

Jet.AI Inc. reported that on January 8, 2026 it exhausted its previously announced at-the-market equity offering conducted under an Equity Distribution Agreement with Maxim Group LLC dated November 21, 2025. After completing this program, the Company elected to voluntarily reduce the conversion price of its Series B convertible preferred stock under its Certificate of Designation so that the conversion price equals the closing price of Jet.AI’s common stock on January 7, 2025, pursuant to Section 8(d) of that Certificate. The Company stated that all other rights and preferences of the Series B convertible preferred stock remain unchanged. As of the time of this filing, Jet.AI had 11,238,147 shares of common stock issued and outstanding.

Jet.AI Inc. entered into amended and restated employment agreements with Executive Chairman and Interim CEO Michael Winston and Interim CFO George Murnane, effective December 31, 2025, with initial terms running through December 31, 2028 and automatic one-year renewals. Starting January 1, 2026, Winston’s annual base salary will be $425,000 and Murnane’s $300,000, with at least annual cost-of-living increases and potential merit raises.

If Jet.AI completes financings or strategic deals that raise its market capitalization to at least $250 million, Winston’s salary increases to $550,000 and Murnane’s to $425,000, with straight-line adjustments for market caps between $100 million and $250 million. Each executive has a discretionary annual cash bonus targeted at 100% of salary, with up to 40% payable in immediately vested stock, and participation in company equity plans.

Upon a Change of Control, all of their unvested equity becomes fully vested and each receives a $1,500,000 special cash bonus tied to the proposed transactions with flyExclusive, Inc. If terminated without cause or resigning for good reason, each is entitled to three years of salary, three years of target bonuses in cash, continued benefits over that period, and full vesting of equity awards.

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.

Jet.AI Inc. entered into a letter agreement with Hexstone Capital and Ionic Ventures related to an existing Securities Purchase Agreement. Under this agreement, Ionic agreed to refrain from taking certain actions to protect its legal rights connected to a potential transaction using Jet.AI’s Form S-3 registration statement and an underwritten public offering not to exceed $10 million.

In return, Jet.AI agreed to amend the terms of its Series B Convertible Preferred Stock so that each share now converts into common stock at the lower of $1.63 or a formula based on a percentage of the lowest daily volume-weighted average price during a defined trading period, subject to specified adjustments and exclusions. Other rights and preferences of the Series B preferred shares remain unchanged. The amendment to the certificate of designations was filed with the Delaware Secretary of State on December 8, 2025.

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.