Welcome to our dedicated page for Jet.AI SEC filings (Ticker: JTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Jet.AI Inc. filings document material-event disclosures for an operating public company focused on artificial intelligence infrastructure and cloud services. Recent Form 8-K reports cover operating results, data center project updates, a share repurchase program, Nasdaq minimum-bid compliance, and capital-structure changes such as a reverse stock split.
The company's filings also describe material agreements and securities matters, including S-3 equity distribution updates, conversion of Series B convertible preferred stock, a limited-duration stockholder rights agreement, and an equity certificate subscription tracking SpaceX preferred stock. Governance, shareholder-rights, registration-statement, and risk-factor disclosures frame the company's financing capacity and public-company obligations.
Hexstone Capital LLC and Brendan O’Neil filed Amendment No. 2 to Schedule 13G reporting a significant passive stake in Jet.AI Inc. They may be deemed to beneficially own 470,283 shares of common stock, representing 9.99% of the class, as of a 4,237,256-share base.
The position is held through 450 shares of Series B Convertible Preferred Stock, which are convertible into common stock at $1.63 per share, subject to a 9.99% beneficial ownership “Blocker” that prevents conversions above that threshold. Hexstone has voting and dispositive power over the shares, which may be exercised by its managing member, Brendan O’Neil, who indirectly shares beneficial ownership.
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Jet.AI, but rather under a passive investment framework consistent with Schedule 13G requirements.
Ionic Ventures and affiliates report a 9.9% stake in Jet.AI Inc. The group, including Ionic Ventures LLC, Ionic Management LLC, Brendan O’Neil and Keith Coulston, is deemed to beneficially own 425,888 shares of Jet.AI common stock.
The position consists of 400,000 shares of common stock and up to 25,888 additional shares issuable from 300 shares of Series B preferred stock, subject to a 9.99% beneficial ownership “Blocker.” The 9.9% ownership is calculated against 4,237,256 Jet.AI common shares outstanding as of November 28, 2025, as disclosed in a Form S‑1. The filers certify the securities are not held to change or influence control of Jet.AI.
Jet.AI Inc. has filed a mixed shelf registration statement allowing it to offer up to $250 million of common stock, preferred stock, debt securities, warrants, rights and units from time to time. Specific terms and pricing will be set in future prospectus supplements for each offering.
The company plans to use net proceeds for general corporate purposes, including funding obligations under its announced data center projects, other related AI infrastructure activities, ongoing operations, and potential technology or business acquisitions. Jet.AI historically combined private jet services with AI-driven software and is party to a merger agreement involving a spin-off of its fractional and jet card business to a subsidiary that will merge with flyExclusive.
Jet.AI is also pursuing an AI data center joint venture with Consensus Core Technologies, under which it may contribute up to $20 million to Convergence Compute LLC tied to project milestones. The joint venture targets large-scale campuses in Midwestern and Maritime Canada with a combined power capacity objective of about 1.5 gigawatts. Jet.AI remains listed on Nasdaq under the symbol “JTAI” and qualifies as an emerging growth company with reduced reporting requirements.
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. is offering up to $35,063,257 of common stock through an at-the-market equity program with Maxim Group LLC as exclusive sales agent. The company can sell shares from time to time on Nasdaq or other permitted venues at prevailing market prices or prices related to those market prices, with Maxim earning a 3% commission on gross proceeds.
As of January 16, 2026, Jet.AI had 38,158,462 shares of common stock outstanding, and illustrates that if it sold 89,790,670 shares at $0.3905 per share it would have 127,949,132 shares outstanding. The company plans to use any net proceeds for working capital and general corporate purposes, including operating expenses, research and development, and potential acquisitions.
The filing also describes a pending spin-off and merger of its fractional and jet card business into flyExclusive, after which Jet.AI expects to focus on its software and AI-related assets, and outlines a joint venture under which it may contribute up to $20 million into data-center projects in Canada in return for minority equity stakes.
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. is offering shares of its common stock with an aggregate offering price of up to $7,939,771 through an at-the-market program with Maxim Group LLC, acting as sales agent. The shares may be sold from time to time on Nasdaq or in other permitted transactions at prevailing market prices, with Jet.AI paying Maxim a 3% sales commission.
As of January 9, 2026, Jet.AI had 15,614,290 common shares outstanding, and the company illustrates a scenario in which 10,960,479 new shares could be sold at $0.7244 per share, which would increase shares outstanding to 26,574,769. The company has already sold 4,341,404 shares for gross proceeds of approximately $3,540,840 under the same ATM agreement.
Jet.AI plans to use net proceeds primarily for working capital and general corporate purposes, which may include operating expenses, research and development, acquisitions, and funding up to $1.7 million of its commitment to a data center joint venture. The company also highlights a pending separation and merger transaction with flyExclusive and a strategic shift to focus on its software and artificial intelligence assets after divesting its fractional and jet card operations.
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.