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8-K

Jet.AI Inc. (JTAI)

8-K 2024-11-19 For: 2024-11-13
View Original
Added on April 08, 2026

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): November 13, 2024

Jet.AIInc.

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-40725 93-2971741
(State<br> or other jurisdiction (Commission (I.R.S.<br> Employer
of<br> incorporation or organization) File<br> Number) Identification<br> No.)

10845Griffith Peak Dr.

Suite200

LasVegas, 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-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<br> Stock, par value $0.0001 per share JTAI The<br> 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 November 14, 2024, Jet.AI Inc. (the “Company”) issued a press release announcing results for its third quarter ended September 30, 2024, and other recent operational highlights. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On November 13, 2024, the Company issued a press release that its Board of Directors authorized and approved a share repurchase program (the “Share Repurchase Program”). A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Under the program the Company may repurchase up to $2 million in value of the Company’s outstanding shares of common stock from time to time through December 31, 2025. 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, 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 repurchase program does not oblige the Company to acquire any specific number of shares and may be modified, discontinued, or suspended at any time.

The information in Items 2.02 and 8.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 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-LookingStatements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company and the Share Repurchase Program. 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. 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. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, as updated by the Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Press Release regarding earnings results, dated November 14, 2024
99.2 Press Release regarding Share Repurchase Program, dated November 13, 2024
104 Cover<br> 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<br> Murnane
Interim<br> Chief Financial Officer
November<br> 19, 2024

Exhibit99.1

Jet.AIReports Third Quarter 2024 Financial Results

LASVEGAS, November 14, 2024 (GLOBE NEWSWIRE) — Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, today announced financial results for the third quarter ended September 30, 2024.

ThirdQuarter 2024 and Recent Operational Highlights


Authorized<br> $2 million share repurchase program and withdrawal of S-1 registration statement
Announced<br> reverse stock split
Participated<br> in Corporate Jet Investor Miami 2024
Announced<br> new features and advancements to CharterGPT and Reroute AI
Participated<br> in the 2024 NBAA Business Aviation Convention & Exhibition
Opened<br> new JetLeg.AI app to Beta Testers
Announced<br> updates around proprietary software solutions
Entered<br> into warrant amendments after successful warrant exchange offer and consent solicitation
Launched<br> DynoFlight 2.0 platform, an advanced AI web-based solution for aviation carbon management
Completed<br> exchange offer and consent solicitation relating to its outstanding warrants

ManagementCommentary

Jet.AI Chairman and CEO Mike Winston commented, “We’re seeing strength across our business, with improvements in our key financial metrics both year-over-year and quarter-over-quarter. To make our earnings more predictable, we entered an agreement with Textron Aviation to purchase three Cessna Citation CJ4 jets, which will be delivered in stages—one each in the first, second, and fourth quarters of 2026. This order complements a proposed fleet deal with Bombardier for Challenger 3500 jets, which would be expected a year later in the first, second and third quarters of 2027, respectively. Our plan is to pre-sell shares in fleet aircraft to customers before delivery, maintaining a ‘capital-light’ model in private aviation by reducing upfront costs.”

“We’ve authorized a share buyback, completed a reverse split and pulled a Form S-1 due to its heavy warrant structure. On a related note, we also filed an S-3 as a continuation of our previously disclosed transaction with Ionic Ventures LLC. The Company now expects to regain compliance with NASDAQ’s listing standards by the November 26th deadline.”

Winston also spoke about advancing CharterGPT, the company’s AI-based booking technology. “Over the next few quarters, we aim to develop CharterGPT into an ‘AI agent’ that can handle both the customer-facing and backend aspects of the booking process independently, returning results without extensive human oversight. Expanding sales by hiring more charter brokers isn’t particularly interesting to us, but expanding sales by using AI brokers with only the most crucial moments of human involvement is very interesting. Testing this approach is relatively low-cost and may reveal a product market fit for AI-driven sales.”

ThirdQuarter 2024 Financial Results


Revenueswere $3.9 million, an increase of $0.5 million compared to the same period last year and $0.8 million compared to the prior quarter. The primary reason for the increase was due to additional service revenue arising from the Company entering into an agreement to manage a second customer aircraft in the second quarter of 2024.


SoftwareApp and Cirrus Charter revenue, the gross amount of charters booked through CharterGPT and Cirrus, was $2.4 million, an increase of $0.5 million compared to the same period last year.

Management and Other Services revenue, which is comprised of revenues generated from managing and chartering our customer aircrafts, totaled $960,000 compared to $775,000 in the same period last year.

Jet Card and Fractional Programs revenue, which is generated from the sale and use of jet cards and service revenue related to ongoing utilization by the Company’s fractional customers, totaled $547,000 compared to $732,000 in the same period last year.


Costof revenues totaled $3.9 million compared to $3.2 million in the same period last year. The increase is primarily due to an increase in Cirrus charter flight activity, costs related to the operation of aircraft and payments to Cirrus for their management.


Grossloss totaled approximately $14,000 compared to a gross profit of $170,000 in the same period last year and gross loss of $417,000 in the prior quarter. The result was largely driven by reduced flights performed for the Company’s jet card customers without a corresponding reduction in fixed costs.


Operatingexpenses totaled $2.9 million compared to $4.4 million in the same period last year. The decrease was primarily due to the improvement in general and administrative, sales & marketing, and research & development expenses.


Operating loss decreased to approximately $2.9 million compared to $4.3 million in the same period last year and $3.2 million in the prior quarter. The improvement was primarily due to the aforementioned reasons above.

As of September 30, 2024, the Company had cash and cash equivalents of approximately $312,000 compared to $528,000 as of June 30, 2024, and $2.5 million of cash and cash equivalents as of today, November 14^th^, 2024.

AboutJet.AI


Jet.AI operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet cards, on-fleet charter, management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup® champions. The Company was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA.

Forward-Looking Statements

Thispress release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of thefederal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respectto the products and services offered by Jet.AI and the markets in which it operates, and Jet.AI’s projected future results. Statementsthat are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financialcondition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projectionsabout 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 similarexpressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statementis not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are basedon current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual resultsto differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, whichspeak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or impliedin forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filedwith the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could causeactual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to putundue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-lookingstatements, whether because of new information, future events, or otherwise, except as provided by law.

Jet.AIInvestor Relations:


Gateway Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com


JET.AI,INC.

(FORMERLYJET TOKEN, INC.)

CONDENSEDCONSOLIDATED BALANCE SHEETS

(UNAUDITED)


December 31,
2023
(Audited)
Assets
Current assets:
Cash and cash equivalents 311,883 $ 2,100,543
Accounts receivable 167,701 96,539
Other current assets 78,403 190,071
Prepaid offering costs 628,006 800,000
Total current assets 1,185,993 3,187,153
Property and equipment, net 5,692 7,604
Intangible assets, net 86,745 73,831
Right-of-use lease asset 1,180,824 1,572,489
Investment in joint venture 100,000 100,000
Deposits and other assets 798,111 798,111
Total assets 3,357,365 $ 5,739,188
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable 1,828,259 $ 1,656,965
Accrued liabilities 3,050,068 2,417,115
Deferred revenue 1,206,869 1,779,794
Operating lease liability 521,625 510,034
Note payable, net - 321,843
Notes payable - related party, net - 266,146
Total current liabilities 6,606,821 6,951,897
Lease liability, net of current portion 628,649 1,021,330
Redeemable preferred stock 1,150,012 1,702,000
Total liabilities 8,385,482 9,675,227
Commitments and contingencies (Note 2 and 5) - -
Stockholders’ Deficit
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, 200 and 0 issued and outstanding - -
Common stock, 200,000,000 shares authorized, par value 0.0001,148,836 and 43,353 issued and outstanding 14 4
Subscription receivable (6,724 ) (6,724 )
Additional paid-in capital 44,122,723 35,343,069
Accumulated deficit (49,144,130 ) (39,272,388 )
Total stockholders’ deficit (5,028,117 ) (3,936,039 )
Total liabilities and stockholders’ deficit 3,357,365 $ 5,739,188

All values are in US Dollars.



JET.AI,INC.

(FORMERLYJET TOKEN, INC.)

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


Nine Months Ended
September 30,
2023 2024 2023
Revenues 3,917,393 $ 3,367,189 $ 10,849,875 $ 8,035,505
Cost of revenues 3,931,279 3,196,748 11,405,113 8,140,905
Gross (loss) profit (13,886 ) 170,441 (555,238 ) (105,400 )
Operating Expenses:
General and administrative (including stock-based compensation of 1,313,358, 2,669,071, 3,714,404, and 5,424,158, respectively) 2,746,783 4,231,142 7,956,830 8,834,864
Sales and marketing 83,310 156,991 632,380 380,699
Research and development 37,959 48,823 107,901 113,778
Total operating expenses 2,868,052 4,436,956 8,697,111 9,329,341
Operating loss (2,881,938 ) (4,266,515 ) (9,252,349 ) (9,434,741 )
Other expense (income):
Interest expense - 24,095 79,314 24,095
Other income (56 ) (51 ) (176 ) (51 )
Total other expense (income) (56 ) 24,044 79,138 24,044
Loss before provision for income taxes (2,881,882 ) (4,290,559 ) (9,331,487 ) (9,458,785 )
Provision for income taxes - - - -
Net Loss (2,881,882 ) $ (4,290,559 ) $ (9,331,487 ) $ (9,458,785 )
Deemed dividend from warrant exchange offer (540,255 ) - (540,255 ) -
Cumulative preferred stock dividends (18,708 ) - (78,163 ) -
Net Loss to common stockholders (3,440,845 ) $ (4,290,559 ) $ (9,949,905 ) $ (9,458,785 )
Weighted average shares outstanding - basic and diluted 78,523 31,192 71,791 23,800
Net loss per share - basic and diluted (43.82 ) $ (137.55 ) $ (138.60 ) $ (397.43 )

All values are in US Dollars.




JET.AI,INC.

(FORMERLYJET TOKEN, INC.)

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

(UNAUDITED)


Nine Months Ended
September 30,
2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (9,331,487 ) $ (9,458,785
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation 1,920 101,439
Amortization of debt discount 80,761 20,833
Stock-based compensation 3,714,404 5,424,158
Non-cash operating lease costs 391,665 380,416
Changes in operating assets and liabilities:
Accounts receivable (71,162 ) 17,977
Other current assets 111,668 (24,019
Accounts payable 410,766 790,530
Accrued liabilities 804,947 (126,103
Deferred revenue (572,925 ) 498,765
Operating lease liability (381,090 ) (369,841
Net cash used in operating activities (4,840,533 ) (2,744,630
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (4,339
Purchase of intangible assets (12,922 ) (30,056
Investment in joint venture - (100,000
Deposits and other assets - (35,135
Net cash used in investing activities (12,922 ) (169,530
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds - notes payable, net of discount - 275,000
Proceeds - related party notes payable, net of discount - 225,000
Repayments - notes payable (371,250 ) -
Repayments - related party notes payable (297,500 ) -
Offering costs (236,233 ) (437,665
Exercise of warrants 742,474 -
Proceeds from sale of Series B Preferred Stock 1,500,025 -
Proceeds from sale of Common Stock 1,727,279 1,607,450
Proceeds from business combination - 620,893
Net cash provided by financing activities 3,064,795 2,290,678
Decrease in cash and cash equivalents (1,788,660 ) (623,482
Cash and cash equivalents, beginning of period 2,100,543 1,527,391
Cash and cash equivalents, end of period $ 311,883 $ 903,909
Supplemental disclosures of cash flow information:
Cash paid for interest $ 79,314 $ -
Cash paid for income taxes $ - $ -
Non cash financing activities:
Subscription receivable from sale of Common Stock $ - $ 6,724
Issuance of Common Stock for settlement of accounts payable $ 239,472 $ -
Issuance of Common Stock from warrant exchange $ 540,255 $ -
Series A Preferred Stock conversion $ 551,988 $ -
Increase in accounts payable due to Business Combination $ - $ 1,047,438
Increase in redeemable preferred stock due to Business Combination $ - $ 1,702,000
Increase in prepaid offering costs and accounts payable $ - $ 800,000
Decrease in prepaid offering costs and accrued liabilities from issuance of common stock $ 172,200 $ -


Exhibit99.2


Jet.AI’sBoard of Directors Authorizes $2 Million Share Repurchase Program and Withdrawal of S-1 Registration Statement


LASVEGAS, November 13, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (Jet.AI” or theCompany”) (NASDAQ:JTAI), an innovative private aviation and artificial intelligence company, announced today that its board of directors has approved a share repurchase program authorizing the Company to repurchase up to $2 million of its common stock through December 31^st^, 2025.

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, 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.

In connection with this, Jet.AI has decided to withdraw a S-1 registration statement (SEC File No. 333-281911) for a prospective offering that the Company was previously pursuing. After careful consideration, the Company determined that the offering terms contemplated within that S-1 were no longer in the best interests of the Company and its stockholders, and are not aligned with the Company’s current strategic objectives and growth plans. Jet.AI expects to return to compliance with the NASDAQ’s listing rule related to stockholders’ equity in the absence of the offering contemplated by theS-1 ,and further expects to file a moot notice with Nasdaq in advance of the November 26^th^ deadline the exchange imposed on the Company to regain compliance.

“This share repurchase program allows the company to buy shares when we view them as undervalued – particularly in periods of market dislocation,” said Jet.AI Chairman and CEO Mike Winston. “Additionally, because we recently succeeded in exchanging our publicly held warrants for stock to simplify the capital structure - we’re glad to pull this previously contemplated warrant heavy transaction, which is no longer necessary given the company’s position.”

AboutJet.AI

Jet.AI operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of standalone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet card, on-fleet charter, management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup^®^champions. The Company was founded in 2018 and is based in Las Vegas, Nevada and San Francisco, California.

Forward-LookingStatements

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, and Jet.AI’s projected future results. 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 by the Company with the Securities and Exchange Commission, as such factors may be further updated from time to time in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. 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.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this press release may not occur, and actual results could differ materially and adversely from those anticipated.

Readers are cautioned not to put undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, 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.


Contacts:

Gateway Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com