JTAI 8-K
Jet.AI Inc. (JTAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation or organization) | File Number) | Identification No.) |
(Address of principal executive offices)
(Registrant’s
telephone number, including area code) (
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: | ||
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 March 9, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing its financial results for the full year ended December 31, 2025, and other recent operational highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 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 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 and Section 21E of the Exchange. 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 9, 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 13, 2026
Exhibit 99.1
Jet.AI Inc. Reports Full Year 2025 Financial Results
LAS VEGAS, March 09, 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, today announced financial results for the full year ended December 31, 2025. The Company had approximately $13.7 million of cash and no debt as of March 5th, 2026 (vs $1.8 million at year end 2025) and is Net Income positive for the full year 2025 ($4.6 million in 2025 vs -$12.7 million in 2024). In the first quarter of 2026, Jet.AI expects the completion of the third milestone of its Canadian data center joint venture - related to powered land at its 385 acre Manitoba site and continued progress in the Maritimes. The power study for our Moapa NV data center site is ongoing, and the flyExclusive transaction remains on track to close April 30th. The Company maintains strong access to capital through its $250 million shelf facility
Recent Operational Highlights
| ● | Adopted limited duration stockholders rights agreement | |
| ● | Executed amendment to previously announced Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc., and provided updates regarding capital structure, financing arrangements, and strategic flexibility | |
| ● | Issued letter to shareholders highlighting key data center developments, milestones, and 2026 strategic priorities | |
| ● | Extended outside date of the merger agreement with flyExclusive, Inc. to April 30, 2026 | |
| ● | Announced planned joint venture relating to the development of a planned 50-megawatt data center campus in Moapa, Clark County, Nevada | |
| ● | Unveiled Midwestern Canada data center campus details and location (Winnipeg, Manitoba) | |
| ● | Completed second milestone of Canadian hyperscale data center campus in Midwestern Canada and Maritime Canada | |
| ● | Announced successful closing of AI Infrastructure Acquisition Corp initial public offering, adding approximately $14.5 million in book equity from the Company’s ownership stake in AIIA Sponsor Ltd. |
Management Commentary
“Our focus in 2026 will center on accelerating the development of our AI data center portfolio. Over the past year, we strategically invested across three major projects, establishing a strong foundation to execute our transition into AI infrastructure and next-gen data center platforms as demand continues to rise. With a clean balance sheet and liquidity flexibility to deploy capital, we believe we are well positioned to advance our build out, expand our joint ventures, and pursue what we view as some of the most compelling return opportunities in AI computing.
To that end, we are pleased to announce the significant progress made on the third milestone of our Canadian hyperscale data center projects. Milestone 3 centers on validating energy access and grid feasibility, an essential step before commencing environmental permitting and detailed power-infrastructure planning needed to ultimately secure hyperscale tenants or project financing. We expect to complete Milestone 3 soon. Meanwhile, our 2026 efforts for the Moapa campus will center on detailed power studies and pre-construction planning.
With flyExclusive having filed its Form 10-K last Thursday, both parties remain confident in closing the transaction by April 30. While the process has taken longer than anticipated, we are encouraged to be approaching the final stage and believe completing this transaction will create a clearer, more focused path for Jet.AI’s future growth in the high demand AI compute sector.”
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 NASDAQ Capital Market under the ticker symbol “JTAI.”
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aim” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated, including, but not limited to, the effectiveness of the rights agreement in providing the Board with time to make informed decisions that are in the best long-term interests of Jet.AI and its stockholders, and other risk factors discussed from time to time in our filings. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Item 1A. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Jet.AI Investor Relations:
Gateway Group, Inc.
949-574-3860
JET.AI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,819,503 | $ | 5,872,627 | ||||
| Accounts receivable | 97,331 | 132,230 | ||||||
| Other assets | 248,724 | 357,751 | ||||||
| Total current assets | 2,165,558 | 6,362,608 | ||||||
| Property and equipment, net | 2,505 | 5,055 | ||||||
| Intangible assets, net | 86,745 | 86,745 | ||||||
| Right-of-use lease asset | 508,707 | 1,048,354 | ||||||
| Investment in joint venture | 865,000 | 100,000 | ||||||
| Deposit on aircraft | 4,050,000 | 2,400,000 | ||||||
| Deposits and other assets | 868,561 | 794,561 | ||||||
| Other investments | 17,137,000 | - | ||||||
| Total assets | $ | 25,684,076 | $ | 10,797,323 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,621,379 | $ | 280,450 | ||||
| Accrued liabilities | 1,148,782 | 1,663,338 | ||||||
| Deferred revenue | 443,126 | 1,319,746 | ||||||
| Operating lease liability | 495,782 | 525,547 | ||||||
| Total current liabilities | 3,709,069 | 3,789,081 | ||||||
| Lease liability, net of current portion | - | 495,782 | ||||||
| Total liabilities | 3,709,069 | 4,284,863 | ||||||
| Commitments and contingencies (Note 2, 6, and 7) | - | - | ||||||
| Stockholders’ Equity | ||||||||
| 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, 750 and 250 issued and outstanding | - | - | ||||||
| Common stock, 200,000,000 shares authorized, par value $0.0001,6,282,645 and 1,629,861 issued and outstanding | 628 | 162 | ||||||
| Subscription receivable | (6,724 | ) | (6,724 | ) | ||||
| Additional paid-in capital | 69,937,707 | 59,065,100 | ||||||
| Accumulated deficit | (47,956,604 | ) | (52,546,078 | ) | ||||
| Total stockholders’ equity | 21,975,007 | 6,512,460 | ||||||
| Total liabilities and stockholders’ equity | $ | 25,684,076 | $ | 10,797,323 | ||||
JET.AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 9,177,767 | $ | 14,022,628 | ||||
| Cost of revenues | 9,477,806 | 14,987,245 | ||||||
| Gross loss | (300,039 | ) | (964,617 | ) | ||||
| Operating Expenses: | ||||||||
| General and administrative (including stock-based compensation of $1,626,102 and $4,287,236, respectively) | 8,746,440 | 10,752,048 | ||||||
| Sales and marketing | 779,004 | 687,785 | ||||||
| Research and development | 244,237 | 162,152 | ||||||
| Total operating expenses | 9,769,681 | 11,601,985 | ||||||
| Operating loss | (10,069,720 | ) | (12,566,602 | ) | ||||
| Other (income) expense: | ||||||||
| Interest expense | - | 167,054 | ||||||
| Other income | (182,194 | ) | (221 | ) | ||||
| Unrealized gain on other investments | (14,477,000 | ) | - | |||||
| Total other (income) expense | (14,659,194 | ) | 166,833 | |||||
| Income (Loss) before provision for income taxes | 4,589,474 | (12,733,435 | ) | |||||
| Provision for income taxes | - | - | ||||||
| Net Income (Loss) | $ | 4,589,474 | $ | (12,733,435 | ) | |||
| Deemed dividend from warrant exchange offer | - | (540,255 | ) | |||||
| Cumulative preferred stock dividends | - | (109,303 | ) | |||||
| Net Income (Loss) to common stockholders | $ | 4,589,474 | $ | (13,382,993 | ) | |||
| Net income (loss) per share - basic and diluted | ||||||||
| Basic net income (loss) per share | $ | 1.52 | $ | (47.93 | ) | |||
| Diluted net income (loss) per share | $ | 0.33 | $ | (47.93 | ) | |||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, basic | 3,026,488 | 279,201 | ||||||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders, diluted | 13,766,617 | 279,201 | ||||||
JET.AI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | 4,589,474 | $ | (12,733,435 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Unrealized gain on other investments | (14,477,000 | ) | - | |||||
| Amortization and depreciation | 2,550 | 2,557 | ||||||
| Amortization of debt discount | - | 80,761 | ||||||
| Stock-based compensation | 1,626,102 | 4,287,236 | ||||||
| Non-cash operating lease costs | 539,647 | 524,135 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 34,899 | (35,691 | ) | |||||
| Other current assets | 109,027 | (167,680 | ) | |||||
| Accounts payable | 1,340,929 | 740,383 | ||||||
| Accrued liabilities | (514,556 | ) | 46,223 | |||||
| Deferred revenue | (876,620 | ) | (460,048 | ) | ||||
| Operating lease liability | (525,547 | ) | (510,035 | ) | ||||
| Deposits and other assets | (74,000 | ) | - | |||||
| Net cash used in operating activities | (8,225,095 | ) | (8,225,594 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | - | (12,922 | ) | |||||
| Investment in Sponsor Equity Interest | (2,660,000 | ) | - | |||||
| Investment in joint venture | (765,000 | ) | (2,400,000 | ) | ||||
| Deposit on aircraft | (1,650,000 | ) | - | |||||
| Return of aircraft deposit | - | 3,550 | ||||||
| Net cash used in investing activities | (5,075,000 | ) | (2,409,372 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments of notes payable | - | (371,250 | ) | |||||
| Repayments of related party notes payable | - | (297,500 | ) | |||||
| Redemption of Series A and Series A-1 Preferred Stock | - | (1,151,000 | ) | |||||
| Offering costs | (2,466,401 | ) | (1,865,705 | ) | ||||
| Proceeds from exercise of common stock warrants | - | 742,474 | ||||||
| Proceeds from exercise of Series B Convertible Preferred Stock warrants | 11,000,000 | 4,000,000 | ||||||
| Proceeds from sale of Series B Preferred Stock | - | 1,500,025 | ||||||
| Proceeds from sale of Common Stock | 713,372 | 11,850,006 | ||||||
| Net cash provided by financing activities | 9,246,971 | 14,407,050 | ||||||
| (Decrease) Increase in cash and cash equivalents | (4,053,124 | ) | 3,772,084 | |||||
| Cash and cash equivalents, beginning of year | 5,872,627 | 2,100,543 | ||||||
| Cash and cash equivalents, end of year | $ | 1,819,503 | $ | 5,872,627 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | 167,054 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Non-cash financing activities: | ||||||||
| Issuance of Common Stock for Series A Preferred Stock conversion | $ | - | $ | 551,000 | ||||
| Issuance of Common Stock for Series B Preferred Stock conversion | $ | 373 | $ | 29 | ||||
| Issuance of Common Stock from warrant exchange | $ | - | $ | 540,255 | ||||
| Issuance of Common Stock for offering costs | $ | - | $ | 175,500 | ||||
| Issuance of Common Stock for settlement of accounts payable | $ | - | $ | 2,116,898 | ||||
| Decrease in prepaid offering costs and accrued liabilities from issuance of common stock | $ | - | $ | 800,000 | ||||