Jet.AI Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
JTAI$0.91+2.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010861
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001493152-25-011977
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 129 previous paragraphs and 153 current paragraphs.
83 unchanged; 33 reworded; 32 added; 13 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 9 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
Joint Venture
Current report
On June 26, 2025, the Company, entered into a Joint Venture Agreement (the “JV Agreement”) with Consensus Core Technologies Inc., a British Columbia corporation (“Consensus Core”), pursuant to which the parties agreed to enter into a joint venture to collaborate in developing data centers. The JV Agreement provided certain terms of the joint venture, including: (i) the parties would enter into a Contribution Agreement (the “Contribution Agreement”) with a joint venture limited liability company outlining the full terms of the joint venture; (ii) the joint venture limited liability company would be organized under the laws of the State of Delaware prior to any initial closing under the Contribution Agreement, which would initially be wholly owned by Consensus Core; and (iii) the joint venture limited liability company would establish separate subsidiaries for each data center project to be contributed to the joint venture.
Current report
On July 2, 2025, the Company entered into the Contribution Agreement with Consensus Core and Convergence Compute LLC, a Delaware limited liability company (“Convergence Compute”), pursuant to which Jet.AI contributed $300,000 to Convergence Compute in the first closing of the transactions contemplated by the JV Agreement. As consideration for its contribution, Jet.AI acquired a 0.5% equity interest in Convergence Compute. Upon the completion of certain data center project milestones, each of Jet.AI and Consensus Core will make additional contributions to Convergence Compute and will receive additional equity interests in Convergence Compute and its subsidiaries.
Current report
The Company will contribute up to an aggregate $20 million to Convergence Compute in five tranches, which are each tied to specific project development milestones. Consensus Core will contribute 100% of the equity interests of its Midwest data center project to Convergence Compute at the second closing under the Contribution Agreement and will contribute 100% of the equity interests of its Maritime data center project to Convergence Compute at the third closing under the Contribution Agreement. In consideration for such contributions, Jet.AI and Consensus Core will each receive a 17.5% equity interest in the Midwest project upon the second closing and a 17.5% equity interest in the Maritime project upon the third closing. Jet.AI will also receive an additional 0.5% equity interest in Convergence Compute upon each additional closing, for an aggregate equity interest of up to 2.5% if all five tranches are consummated.
Current report
Revenues for the second quarter of 2025 were approximately $2.2 million, representing a decline of $0.9 million compared to $3.1 million in the same period of 2024. The three months’ revenue included $533,000 from aircraft management services, $806,000 from software-related sales, $421,000 in Jet Card revenue tied to hours flown and ancillary charges, and $465,000 from the chartering of our HondaJet Elites operated by Cirrus. The year-over-year decrease was primarily driven by a $488,000 reduction in Cirrus Charter revenue, a $382,000 decline in service revenue, and a $137,000 decline in Jet Card revenue. These reductions were partially offset by a $149,000 increase in Software App revenue. The decline in Cirrus Charter and Jet Card revenue stemmed mainly from clients, prospects and vendors anticipating the sale of our aviation business assets and scaling back commitments on that basis. As we continue to work to finalize and close on the sale of our aviation business assets during the third quarter and our on-going transition to focus on data center projects and operations (such as our joint venture with Consensus Core) we expect revenues to continue to be lower in the third quarter of 2025 as compared to the 2024 period. The reduction in aircraft management services was a result of reduced flying by our management customers.
Current report
The Company recognized $806,000 in revenue related to App-generated services and software revenues related to charter bookings made through its App in the second quarter of 2025, an increase of $149,000 compared to the 2024 period and primarily reflected an increased emphasis and marketing for our software offerings. This compares to software revenues totaling $657,000 in the 2024 period.
Current report
During the second quarter of 2025, the Company, in anticipation of its upcoming sale of its aviation business assets, did not sell any prepaid flight hours under its jet card and fractional programs, and recognized $421,000 of revenue for 75 flight hours flown or forfeited, as well as additional charges. These additional charges primarily represent charges for cost reimbursements such as a fuel component adjustment to adjust for changes in fuel prices relative to the jet card and fractional contracts’ base fuel price and reimbursement of federal excise taxes. Prepaid flight hours are recognized as revenue as the flight hours are used or forfeited. At June 30, 2025, the Company had recorded deferred revenue of $0.5 million on its consolidated balance sheets representing prepaid flight hours for which the related travel had not yet occurred.
Current report
In the second quarter of 2024, the Company sold 55 prepaid flight hours, amounting to $319,000, and recognized $559,000 of revenue for 87 flight hours flown or forfeited, as well as additional charges.
Current report
The decrease in flight hours flown period over period is a direct result of a reduction in flying by the Company’s Jet Card holders during this period and the decision to restrict the sale of Jet Cards in advance of the planned sale of our aviation business assets as part of the Transactions with flyExclusive described above.
Current report
In addition to its software App and Jet Card revenues, the Company also generates revenue through the direct chartering of its HondaJet Elite aircraft by Cirrus. During the second quarter of 2025 this revenue amounted to approximately $465,000, a decrease of $488,000, or 51.2% from the second quarter of 2024. The decreased revenue was a direct result of scale-back in operations during the quarter in preparation for the expected sale of our aviation business assets.
Current report
In the second quarter of 2025, the Company operated three HondaJet Elites, one CJ4 Aircraft and, in addition to the CJ4 Aircraft, managed a King Air 350i.
Current report
As a result of the decreased Cirrus charter flight activity, costs related to the operation of these aircraft and payments to Cirrus for their management decreased $1.1 million from $2.8 million in the second quarter of 2024 to $1.7 million in the second quarter of 2025, and aircraft lease payments decreased $54,000 from $377,000 in the second quarter of 2024 to $324,000 in 2025. The Company also incurred third-party charter costs of approximately $624,000 in the second quarter of 2025, a $1,000 increase over 2024, reflecting a decrease in the number of subcharters required. Merchant fees and federal excise tax relating to charter flights of $71,000 in the second quarter of 2025 were a $178,000 decrease as compared to $249,000 in the second quarter of 2024 as a result of increased software-related sales .
Current report
In total, it cost $2.3 million to operate five aircraft in the second quarter of 2025, compared to $3.5 million in the second quarter of 2024.
Current report
The resulting gross loss totaled approximately $110,000 for the second quarter of 2025, compared to $417,000 for the second quarter of 2024. The reduction in gross loss in the second quarter of 2025 was largely driven by scale-back in operations during the quarter.
Current report
In the second quarter of 2025, the Company’s operating expenses decreased by approximately $434,000 over the prior year period primarily due to an approximate $417,000 decrease in general and administrative expenses, and a $20,000 decrease in sales and marketing expenses, slightly offset by a $4,000 increase in research and development costs. Excluding non-cash stock-based compensation of $0.8 million and $1.2 million in the second quarter of 2025 and 2024, respectively, general and administrative expenses rose by approximately $22,000 period-over-period primarily due to an increase of $76,000 in D&O insurance policy premiums, increased travel expenses of $39,000 and $36,000 higher payments to our Board of Directors, as well as increased wages of $32,000, primarily due to increased headcount, offset by an decrease in professional service expenses of $112,000 resulting primarily from decreased legal expenses of $91,000 relating to the Company’s SEC filings and transactions the Company pursued during the quarter, a $57,000 reduction in accounting expenses, partially offset by a $36,000 increase in payments to our Board of Directors.
Current report
The Company’s sales and marketing expenses declined by about $20,000 to $82,000 in the second quarter of 2025 from $102,000 in the second quarter of 2024, as the Company continued its sales and marketing spending for its jet card inventory and charter app. These expenses are mainly linked to promoting the Company and its programs.
Current report
Research and development expenses increased $4,000 to $41,000 in the second quarter of 2025 from $37,000 in the second quarter of 2024, due to continuing refinement of the App, as well as continued development work on additional software offerings.
Current report
As a result of all of the above, in the second quarter of 2025 the Company recognized an operating loss of approximately $2.5 million, which was a decrease in loss of approximately $0.7 million compared to the 2024 year period. The decrease in operating loss was primarily due to a reduced operating loss and the decrease in general and administrative expenses resulting from the decrease in professional service option expenses.
Current report
During the second quarter of 2025, the Company recognized interest income of approximately $95,000 as compared to $59 in the second quarter of 2024.
Current report
Six Months Ended June 30, 2025 and 2024
Current report
Revenues
Current report
Revenues for the first six months of 2025 totaled approximately $5.7 million, a $1.2 million decrease from revenues of approximately $6.9 million during the 2024 period, primarily related to decreases in Software App and Cirrus Charter revenue, as well as reduced Jet Card revenue of $511,000, $349,000 and $471,000, respectively, partially offset by increased Services and Other revenues of $100,000. Revenues in the 2025 period were comprised of $1.7 million in Services revenue from the management of customers’ aircraft, $1.8 million in software-related revenue, $0.8 million in Jet Card revenue for hours flown and other charges based on hours flown and $1.3 million in revenue from the chartering of our HondaJet Elites by our operating partner Cirrus, and Other revenues of $126,000.
Current report
The Company recognized $2.3 million in revenue related to App-generated charter bookings during the 2024 period. During the 2025 period these revenues totaled $1.8 million, a $511,000 or 21.8% decrease from 2024 reflecting reduced brokerage staff and marketing.
Current report
The Company recognized $1.8 million in service and other revenue in the first six months of 2025 virtually unchanged from the 2024 period, reflecting the management of a second managed aircraft beginning in April 2024 and certain aircraft brokerage commissions.
Current report
During the first six months of 2025, the Company sold 20 prepaid flight hours under its jet card and fractional programs, amounting to $116,000, and recognized $765,000 of revenue for 127 flight hours flown or forfeited, as well as additional charges. These additional charges represent primarily charges for cost reimbursements such as a fuel component adjustment to adjust for changes in fuel prices relative to the jet card and fractional contracts’ base fuel price and reimbursement of federal excise taxes. Prepaid flight hours are recognized as revenue as the flight hours are used or forfeited. At June 30, 2025, the Company recorded deferred revenue of $645,000 on its consolidated balance sheets, which represents prepaid flight hours for which the related travel had not yet occurred.
Current report
In the first six months of 2024, we sold 110 prepaid flight hours amounting to approximately $652,000 and recognized approximately $1.2 million of revenue for 182 flight hours flown or forfeited, as well as additional charges.
Current report
The decrease in flight hours flown is a direct result of the reduced number of hours sold in anticipation of the Company’s upcoming sale of its aviation business assets.
Current report
During the first six months of 2025 revenue generated through the direct chartering of the Company’s HondaJet Elite aircraft by Cirrus amounted to approximately $1.3 million, a decrease of $0.3 million, or 21.3% from the prior year. The decreased revenue was a direct result of reduced ad hoc charter activity for the managed CJ4 Aircraft.
Current report
Cost of revenues
Current report
Other (Income) Expense
Current report
Net cash used in operating activities for the six months ended June 30, 2025 was approximately $5.0 million compared to approximately $4.7 million for the six months ended June 30, 2024 and was primarily driven by the operating loss discussed above, as well as a $45,000 increase in deferred offering costs relating to Ionic issuances, a $301,000, $672,000 and $261,000 reduction in accrued liabilities, deferred revenue and operating lease liabilities, respectively, a $672,000 decrease in deferred revenue, partially offset by a $87,000 increase in accounts payable.
Current report
Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $9.1 million. Cash provided by financing activities was primarily driven by warrant exercises and proceeds from the sale of common stock under the Share Purchase Agreement, sale of preferred stock of $11.0 million, partially offset by $1.9 million of repayments of notes payable.
Removed paragraphs (13)
Previous report
Revenue for the three months ended March 31, 2025, totaled $3.5 million, a 9.7% decrease of $374,000 from $3.8 million for the same period in 2024. This revenue included $1.8 million from our software App and Cirrus Charter program, comprising $1.0 million from software-related services and $0.8 million from chartering our HondaJet aircraft through our operating partner, Cirrus; $1.3 million from aircraft management services; and $343,000 from Jet Card and fractional programs, reflecting hours flown and additional charges.
Previous report
Software-related revenue from our proprietary booking platform declined to $1.0 million in the first quarter of 2025, a 39% decrease from $1.7 million in the first quarter of 2024, primarily due to reduced marketing efforts, and an industry-wide decline in private jet travel demand.
Previous report
Aircraft management service revenue increased to $1.3 million in the first quarter of 2025, a 60% increase from $0.8 million in the first quarter of 2024, driven by a management agreement entered into in the fourth quarter of 2023 and the addition of a second managed aircraft starting in April 2024.
Previous report
In the first quarter of 2025, we sold 20 prepaid flight hours under our Jet Card and fractional programs for $116,000 and recognized $343,000 in revenue, reflecting 52 flight hours flown or forfeited, plus additional charges for fuel cost adjustments and federal excise tax reimbursements. As of March 31, 2025, deferred revenue related to prepaid flight hours was $0.9 million, representing hours not yet flown or forfeited.
Previous report
In the first quarter of 2024, we sold 55 prepaid flight hours for $333,000 and recognized $677,000 in revenue, reflecting 95 flight hours flown or forfeited, plus additional charges. Deferred revenue as of March 31, 2024, was $1.2 million.
Previous report
The reduction in flight hours flown in the first quarter of 2025 reflects a challenging economic environment. Additionally, our revised pricing strategy, which bases Jet Card sales on HondaJet rates with an option to upgrade to the managed Cessna Citation CJ4, combined with efforts to increase Jet Card pricing, led to a 4.2% decrease in revenue per flight hour compared to the first quarter of 2024.
Previous report
Revenue from direct chartering of our HondaJet Elite aircraft by Cirrus totaled $0.8 million in the first quarter of 2025, a 20.3% increase of $139,000 from the first quarter of 2024. The increased revenue was a direct result of increased charter activity, both ad hoc and by Cirrus.
Previous report
Term Sheet for Series C Convertible Preferred Stock
Previous report
In February 2025, the Company entered into a non-binding term sheet (the “Series C Term Sheet”) with Hexstone Capital LP (“Hexstone”) setting forth the material terms for a proposed private placement, which has not yet closed as of the date of this Quarterly Report and is pending finalization, and then execution and delivery of definitive agreements between the parties. Pursuant to the Series C Term Sheet, the Company agreed in principle to issue warrants to purchase up to 5,000 shares of a to be designated Series C Convertible Preferred Stock (“Series C Preferred Stock”), and 100,000 shares of Common Stock for no additional consideration. The warrants are contemplated to have an exercise price of $10,000 and expire two years from issuance.
Previous report
Each share of Series C Preferred Stock is expected to be convertible into shares of Common Stock, subject to certain limitations, including a beneficial ownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act of 1934), which limitations would be to certain potential adjustments. Prior to the approval by the Company’s stockholders in accordance with Nasdaq Stock Market Rules, shares of Series C Preferred Stock would not be convertible into shares of Common Stock if, as a result of a given conversion, the number of shares of common stock to be issued would exceed 19.9% of the total number of shares of the Company’s outstanding Common Stock. The number of shares of Common Stock issuable upon conversion of a share of Series C Preferred Stock is expected to be calculated by dividing the conversion amount per share of Series C Preferred Stock by the conversion price. The conversion amount would be equal to the stated value of the shares of Series C Preferred Stock, $10,000, plus any additional amounts and late charges calculated in accordance with the proposed Certificate of Designations. The conversion price is anticipated to be equal to 95% (or, in the case of a delisting, 80%) of the lowest daily volume weighted average price of Common Stock over a period beginning on the trading day after the Company delivers shares of common stock upon such conversion to Hexstone and ending on the trading day on which the aggregate dollar trading volume of our common stock exceeds seven times the applicable conversion amount, subject to a five trading day minimum period for such calculation, and subject to certain adjustments. If certain defined “triggering events” defined in the proposed Certificate of Designations occur, such as a breach of the contemplated Hexstone Registration Rights Agreement, suspension of trading, or the Company’s failure to convert the Series C Preferred Stock into Common Stock when a conversion right is exercised, then the Company may be required to redeem the Series C Preferred Stock for cash at 110% of the stated value.
Previous report
There can be no assurance that the Company and Hexstone will enter into definitive agreements on the terms described in the Series C Term Sheet or at all. The terms described above are subject to change pending finalization of definitive agreements amongst the parties.
Previous report
Net cash used in operating activities for the first quarter of 2025 was $2.2 million, a decrease from $2.5 million net cash used in the first quarter of 2024. The 2025 cash outflow primarily resulted from a net loss, adjusted for $685,000 in non-cash charges, a $246,000 increase in accounts receivable and other current assets, and a $130,000 reduction in lease liabilities, partially offset by a $550,000 increase in operating liabilities. The increase in operating liabilities was driven by a $717,000 rise in accounts payable and accrued liabilities related to aircraft operations, partially offset by a $37,000 decrease in deferred Jet Card revenue and a $130,000 reduction in operating lease liabilities.
Previous report
Net cash provided by financing activities for the first quarter of 2025 was $9.7 million, primarily from $11.0 million in proceeds from exercise of Series B Preferred Stock warrants, partially offset by $1.3 million in offering costs.
Reworded paragraphs (33)
Previous wording
The following discussion and analysis provides information which Jet.AI’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Jet.AI’s financial condition and results of operations together with the historical unaudited consolidated financial statements as of March 31, 2025 and December 31, 2024, and the three months ended March 31, 2025 and 2024, and the related notes that are included elsewhere in this report.
Current wording
The following discussion and analysis provides information which Jet.AI’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Jet.AI’s financial condition and results of operations together with the historical unaudited consolidated financial statements as of June 30, 2025 and December 31, 2024, and the three and six months ended June 30, 2025 and 2024, and the related notes that are included elsewhere in this report.
Previous wording
Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018 by Michael Winston, its Executive Chairman. The Company, directly and indirectly through its subsidiaries, has been principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform to arrange private jet travel with third party carriers as well as via the Company’s leased and managed aircraft, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus, (v) aircraft brokerage and (vi) service revenue from the monthly management and hourly operation of customer aircraft.
Current wording
Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018 by Michael Winston, its Executive Chairman. The Company, directly and indirectly through its subsidiaries, has been principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform to arrange private jet travel with third-party carriers as well as via the Company’s leased and managed aircraft, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus Aviation Services, (v) aircraft brokerage and (vi) monthly management and hourly operation of customer aircraft.
Previous wording
In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which the Company will transfer the business, operations, services and activities of the Company’s fractional and jet card business to SpinCo and will no longer operate a fractional and jet card business (the “Separation”). Upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, the Company will consummate the Distribution. As such, the Company will no longer operate a fractional or jet card business as of consummation of the Distribution. There will be no change expected to the Company’s board of directors or executive officers as a result of the Merger, Separation, Distribution, or other Transactions.
Current wording
In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which the Company will transfer the business, operations, services and activities of the Company’s fractional and jet card business to SpinCo and will no longer operate a fractional and jet card business (the “Separation”). Upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, the Company will consummate the Distribution and at that time cease to operate a fractional or jet card business. There will be no change expected to the Company’s board of directors or executive officers as a result of the Merger, Separation, Distribution, or other Transactions.
Previous wording
The Transactions are subject to shareholder approval and are expected to close during the second or third quarter of 2025.
Current wording
The Transactions are subject to shareholder approval and are expected to close during the third quarter of 2025.
Previous wording
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the first quarter of 2025 and 2024:
Current wording
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the second quarter of 2025 and 2024:
Previous wording
Due to fleet expansion and increased fixed and variable operating costs, payments to Cirrus for aircraft management and operations rose by $306,000 to $2.4 million in the first quarter of 2025 from $2.1 million in the first quarter of 2024. Aircraft lease expenses remained stable at $326,000. Third-party charter costs decreased by $0.6 million to $0.8 million in the first quarter of 2025, reflecting lower software-related revenue and reduced reliance on subcharters for Jet Card flights. Federal excise taxes and merchant fees associated with charter flights declined by $69,000 to $92,000 in the first quarter of 2025 from $161,000 in the prior-year period, driven by decreased software revenue.
Current wording
Due to reduced flight activity, payments to Cirrus for aircraft management and operations declined by $538,000 to $3.7 million in the first six months of 2025 from $4.3 million in the first six months of 2024. Aircraft lease expenses remained relatively stable at $648,000, a $46,000 increase from 2024. Third-party charter costs decreased by $0.6 million to $1.4 million in the first six months of 2025, reflecting lower software-related revenue and reduced reliance on subcharters for Jet Card flights. Federal excise taxes and merchant fees associated with charter flights declined by $251,000 to $159,000 in the first six months of 2025 from $410,000 in the prior-year period, driven by decreased software and Jet Card revenue.
Previous wording
Total costs to operate our five aircraft in the first quarter of 2025 were $2.8 million, compared to $2.6 million for four aircraft in the first quarter of 2024.
Current wording
Total costs to operate our five aircraft in the first six months of 2025 were $5.9 million, compared to $7.5 million for four aircraft in the first six months of 2024.
Previous wording
Gross loss for the first quarter of 2025 was $116,000, slightly improved from $124,000 in the first quarter of 2024, reflecting lower maintenance costs and pilot wages, as well as lower utilization of our HondaJet Elites, partially offset by stable fixed costs.
Current wording
Gross loss for the first six months of 2025 was $226,000, a $315,000 improvement from $541,000 in the first six months of 2024, reflecting lower maintenance costs and pilot wages, as well as lower utilization of our HondaJet Elites, partially offset by stable fixed costs.
Previous wording
Total operating expenses for the first quarter of 2025 increased by $30,000 to $3.1 million from $3.0 million in the first quarter of 2024. This increase reflects a $106,000 rise in general and administrative expenses, a $76,000 increase in research and development expenses, but offset in part by a $152,000 decrease in sales and marketing expenses. Excluding non-cash stock-based compensation of $0.6 million in 2025 and $1.2 million in 2024, general and administrative expenses rose by $755,000, primarily due to $282,000 in higher professional fees for accounting, legal, and Board of Directors services—largely related to financing activities and fees and costs incurred in connection with the potential transaction with flyExclusive—and a $414,000 increase in wages.
Current wording
Total operating expenses for the first six months of 2025 decreased by $404,000 to $5.4 million from $5.8 million in the first six months of 2024. This decrease reflects a $311,000 reduction in general and administrative expenses, a $173,000 decrease in sales and marketing expenses, but offset in part by a $80,000 increase in research and development expenses. Excluding non-cash stock-based compensation of $1.3 million in 2025 and $2.4 million in 2024, general and administrative expenses rose by $776,000, primarily due to $181,000 in higher professional fees for accounting, legal, and Board of Directors services—largely related to financing activities and fees and costs incurred in connection with the potential transaction with flyExclusive—and a $447,000 increase in wages.
Previous wording
Sales and marketing expenses decreased by 34% to $294,000 in the first quarter of 2025 from $446,000 in the first quarter of 2024, reflecting reduced promotional activities for certain of our legacy services and programs.
Current wording
Sales and marketing expenses decreased by 32% to $376,000 in the first six months of 2025 from $549,000 in the first six months of 2024, reflecting reduced promotional activities for certain of our legacy services and programs.
Previous wording
Research and development expenses increased by $76,000 to $109,000 in the first quarter of 2025 from $33,000 in the first quarter of 2024, driven by enhanced development efforts for new software offerings.
Current wording
Research and development expenses increased by $80,000 to $150,000 in the first six months of 2025 from $70,000 in the first six months of 2024, driven by enhanced development efforts for new software offerings.
Previous wording
The operating loss for the first quarter of 2025 was $3.2 million, a $21,000 increase from $3.1 million in the first quarter of 2024. Excluding the impact of stock-based compensation, the operating loss increased by $663,000, primarily due to higher general and administrative expenses.
Current wording
The operating loss for the first six months of 2025 was $5.7 million, a $895,000 decrease from $6.4 million in the first six months of 2024. Excluding the impact of stock-based compensation, the operating loss increased by $387,000, primarily due to higher general and administrative expenses.
Previous wording
In the first quarter of 2025, we recorded $1,000 in other income, compared to $79,000 in other expense in the first quarter of 2024, primarily due to the absence of interest expense during the 2025 period related to the Bridge Agreement described in Note 4 to the Company’s financial statements for the three months ended March 31, 2025.
Current wording
In the first six months of 2025, we recorded $96,000 in net other income, compared to $79,000 in other expense in the first six months of 2024, primarily due to the absence of interest expense during the 2025 period related to the Bridge Agreement described in Note 5 to the Company’s financial statements for the three months ended June 30, 2025, as well as interest income and preferred dividends of approximately $96,000.
Previous wording
Net loss to common stockholders for the first quarter of 2025 was $3.2 million, an $89,000 improvement from $3.3 million in the first quarter of 2024. This decrease was primarily due to the absence of $30,000 in cumulative preferred stock dividends accrued during the 2024 period following the redemption in the fourth quarter of 2024 of all of the then outstanding shares of Series A and Series A-1 Convertible Preferred Stock and the elimination of $79,000 in interest expense.
Current wording
Net loss to common stockholders for the first six months of 2025 was $5.6 million, a $954,000 improvement from $6.5 million in the first six months of 2024. This decrease was primarily due to a $1.1 million reduction in stock-based compensation and the absence of $59,000 in cumulative preferred stock dividends accrued during the 2024 period following the redemption in the fourth quarter of 2024 of all of the then-outstanding shares of Series A and Series A-1 Convertible Preferred Stock and the elimination of $79,000 in interest expense.
Previous wording
As of March 31, 2025, our cash and cash equivalents totaled $12.2 million. Current assets exceeded current liabilities by $8.5 million, including $1.3 million in deferred revenue, which will be recognized as revenue upon the utilization or forfeiture of prepaid flight hours.
Current wording
As of June 30, 2025, our cash and cash equivalents totaled $8.3 million. Current assets exceeded current liabilities by $5.8 million, including $648,000 in deferred revenue, which will be recognized as revenue upon the utilization or forfeiture of prepaid flight hours.
Previous wording
In the first quarter of 2025, we raised $11.0 million through the issuance of 1,100 shares of Series B Preferred Stock, which was the primary factor causing our cash and cash equivalent assets and current assets as a whole to increase from December 31, 2024.
Current wording
In the first six months of 2025, we raised $11.0 million through the issuance of 1,100 shares of Series B Preferred Stock, which was the primary factor causing our cash and cash equivalent assets and current assets as a whole to increase from December 31, 2024.
Previous wording
We have historically incurred negative cash flows from operations and significant operating losses, resulting in an accumulated deficit of $55.7 million as of March 31, 2025. We anticipate revenue and operating profit growth from strategic initiatives, including aircraft acquisitions, increased Jet Card pricing, enhanced charter activity through CharterGPT, Ava, and Reroute AI, and SaaS revenue from DynoFlight. However, we expect to incur operating losses for at least the next 12 months, depending on the success and timing of these initiatives. To fund operations, we plan to utilize funds from share issuances under the Share Purchase Agreement and potential sales of equity or debt securities. Contractual limitations may restrict additional funding under the Share Purchase Agreement, and further equity issuances may adversely affect our stock price and ability to raise capital. To support growth, we have executed a non-binding term sheet with Hexstone Capital LP (as further described below) for a proposed $50 million financing transaction, with economic terms similar to our existing $16.5 million arrangement with Ionic Ventures LLC. That term sheet reflects the parties’ agreement in principle on material deal terms, including the anticipated issuance of a newly created Series C Convertible Preferred Stock and related warrants, however, that transaction is subject to finalization, and then the execution and delivery of definitive agreements by the parties. There can be no assurance that such definitive agreements will be entered into or that the proposed transaction will be consummated. In the absence of external financing, we are prepared to reduce cash utilization by halting marketing, suspending software development, streamlining operations, and focusing on existing customers, enabling operations to continue for at least one year, during which we would seek new financing to resume expansion. Forward-looking statements regarding our financial condition and liquidity are subject to risks and uncertainties, as detailed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K.
Current wording
We have historically incurred negative cash flows from operations and significant operating losses, resulting in an accumulated deficit of $58.1 million as of June 30, 2025. We anticipate revenue and operating profit growth from strategic initiatives, including aircraft acquisitions, increased Jet Card pricing, enhanced charter activity through CharterGPT, Ava, and Reroute AI, and SaaS revenue from DynoFlight. However, we expect to incur operating losses for at least the next 12 months, depending on the success and timing of these initiatives. To fund operations, we plan to utilize funds from share issuances under the Share Purchase Agreement and potential sales of equity or debt securities. Contractual limitations may restrict additional funding under the Share Purchase Agreement, and further equity issuances may adversely affect our stock price and ability to raise capital. To support growth, we have executed a non-binding term sheet with Hexstone Capital LP for a proposed $50 million financing transaction, with economic terms similar to our existing $16.5 million arrangement with Ionic Ventures LLC.
Previous wording
On March 28, 2024, Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and a number of other transaction documents described below for a private placement with Ionic Ventures, LLC (“Ionic”), which closed on March 29, 2024, which we collectively refer to as the “Ionic Transaction.” Under the Securities Purchase Agreement, the Company issued to Ionic (a) 150 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), which are convertible into shares of the Company’s common stock, (b) a warrant to purchase up to 1,500 shares of Series B Preferred Stock (the “Ionic Warrant”), at an exercise price of $10,000 per share, and (c) 1,111 shares of the Company’s common stock.
Current wording
On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) and a number of other transaction documents described below for a private placement with Ionic Ventures, LLC (“Ionic”), which closed on March 29, 2024, which we collectively refer to as the “Ionic Transaction.” Under the Securities Purchase Agreement, the Company issued to Ionic (i) 150 shares of the Company’s Series B Preferred Stock, which are convertible into shares of the Company’s common stock, (ii) a warrant to purchase up to 1,500 shares of Series B Preferred Stock (the “Ionic Warrant”), at an exercise price of $10,000 per share, and (iii) 1,111 shares of the Company’s common stock.
Previous wording
At the initial closing the Company received gross proceeds of approximately $1.5 million, not including customary placement fees and reimbursement of certain payables to Maxim as placement agent and other expenses payable by the Company in connection with the Ionic Transaction. This amount excludes the proceeds from the exercise of the Ionic Warrant.
Current wording
At the initial closing of the Ionic Transaction, the Company received gross proceeds of approximately $1.5 million, not including customary placement fees and reimbursement of certain payables to Maxim as placement agent and other expenses payable by the Company in connection with the Ionic Transaction. This amount excludes the proceeds from the exercise of the Ionic Warrant.
Previous wording
Each share of Series B Preferred Stock converts into a number of shares of our Common Stock, subject to certain limitations, including a beneficial ownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by Ionic. From time to time Ionic may convert Series B Preferred Stock into Common Stock which it may liquidate and thereafter receive additional shares of Common Stock pursuant to subsequent conversions of its Series B Preferred Stock. Although the beneficial ownership limitation imposes a legally binding limitation on the Selling Stockholder’s beneficial ownership at any point in time, it does not prohibit the Selling Stockholder from, over time, receiving shares of Common Stock upon separate conversions of its shares of Series B Preferred Stock that, in the aggregate and over a period of time, exceed the beneficial ownership limitation.
Current wording
Each share of Series B Preferred Stock converts into a number of shares of our Common Stock, subject to certain limitations, including a beneficial ownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by Ionic. From time to time Ionic may convert Series B Preferred Stock into Common Stock which it may liquidate and thereafter receive additional shares of Common Stock pursuant to subsequent conversions of its Series B Preferred Stock. Although the beneficial ownership limitation imposes a legally binding limitation on Ionic’s beneficial ownership at any point in time, it does not prohibit Ionic from, over time, receiving shares of common stock upon separate conversions of its shares of Series B Preferred Stock that, in the aggregate and over a period of time, exceed the beneficial ownership limitation.
Previous wording
Pursuant to the Registration Rights Agreement, we filed a Registration Statement on Form S-1 (File No. 333-279385), which was originally filed with the SEC on May 13, 2024, and as amended (the “First Registration Statement”), that registered the offer and resale of 133,778 shares of common stock (as adjusted to reflect the subsequent reverse stock split) by Ionic and was declared effective by the SEC on July 24, 2024. On November 13, 2024, Ionic notified the Company that it had sold all shares of common stock that were registered under the First Registration Statement.
Current wording
Pursuant to the Registration Rights Agreement entered into by the Company and Ionic on March 29, 2024, we filed a Registration Statement on Form S-1 (File No. 333-279385), which was originally filed with the SEC on May 13, 2024, and as amended (the “First Registration Statement”), that registered the offer and resale of 133,778 shares of common stock (as adjusted to reflect the subsequent reverse stock split) by Ionic. The First Registration Statement was declared effective by the SEC on July 24, 2024. On November 13, 2024, Ionic notified the Company that it had sold all shares of common stock that were registered under the First Registration Statement.
Previous wording
Since the number of shares of common stock available under the First Registration Statement and the Second Registration Statement were, in the aggregate, insufficient to cover all of the shares of common stock issuable to Ionic, we were required to file at least one additional registration statement. Accordingly, on January 24, 2025, we filed another Registration Statement on Form S-3 (File No. 333-284504) with the SEC (as amended, the “Third Registration Statement”), to register an additional 1,270,000 shares of common stock for offer and resale by Ionic.
Current wording
Since the number of shares of common stock available under the First Registration Statement and the Second Registration Statement were, in the aggregate, insufficient to cover all of the shares of common stock issuable to Ionic, we were required to file at least one additional registration statement. Accordingly, on January 24, 2025, we filed another Registration Statement on Form S-3 (File No. 333-284504) with the SEC (as amended, the “Third Registration Statement”), to register an additional 1,270,000 shares of common stock for offer and resale by Ionic. As of the date hereof, 929,255 shares of common stock have been sold.
Previous wording
Starting in October 2024, and through the date of this Report, Ionic has converted in full the 150 shares of Series B Preferred Stock issued to it at the initial closing, the 50 additional shares of Series B Preferred Stock issued to it in connection with the Letter Agreement, and 200 shares of Series B Preferred Stock issued to it pursuant to partial exercises of the Ionic Warrant. Those conversions, in total, resulted in the issuance of 835,261 shares of Common Stock (as adjusted to give effect to the reverse stock split).
Current wording
Starting in October 2024, and through the date of this Report, Ionic has converted in full the 150 shares of Series B Preferred Stock issued to it at the initial closing of the Ionic Transaction, the 50 additional shares of Series B Preferred Stock issued to it in connection with an agreement between parties, and 200 shares of Series B Preferred Stock issued to it pursuant to partial exercises of the Ionic Warrant. Those conversions, in total, resulted in the issuance of 835,261 shares of Common Stock (as adjusted to give effect to the reverse stock split).
Previous wording
On October 28, 2024 Ionic partially exercised the Ionic Warrant, for 150 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $1.5 million. Additionally, on November 14, 2024 Ionic partially exercised the Ionic Warrant, for 250 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $2.5 million and on January 23, 2025 Ionic partially exercised the Ionic Warrant, for 250 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $2.5 million. Finally, on February 27, 2025, Ionic exercised the remainder of the Ionic Warrant, for 850 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $8.5 million.
Current wording
Ionic effected partial exercises of the Ionic Warrant on the following dates and in the following amounts: (i) on October 28, 2024, for 150 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $1.5 million, (ii) on November 14, 2024, for 250 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $2.5 million, (iii) on January 23, 2025, for 250 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $2.5 million, and (iv) on February 27, 2025, for 850 additional shares of Series B Preferred Stock, resulting in total proceeds to the Company of $8.5 million.
Previous wording
On February 14, 2025, Ionic delivered a notice to the Company that it has elected to increase the beneficial ownership limitation to 9.99%. The adjusted beneficial ownership limitation took effect on April 16, 2025. All prior issuances were, and all issuances until April 16, 2025 will continue to be, subject to the 4.99% beneficial ownership limitation.
Current wording
On February 14, 2025, Ionic delivered a notice to the Company that it had elected to increase the beneficial ownership limitation to 9.99%. The adjusted beneficial ownership limitation took effect on April 16, 2025.
Previous wording
The Company has access to an aggregate of up to $40 million from the Share Purchase Agreement, dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), less drawdowns of $2,550,024 to date. In consideration for GEM’s services under the Share Purchase Agreement, the Company paid GEM a commitment fee equal to $800,000 in shares of common stock. Upon the Company’s issuance of shares in connection with any drawdown purchase made by GEM, the Company was required to pay GEM a portion of such commitment fee in an amount equal to 2% of the amount purchased in such drawdown; provided that the full $800,000 commitment fee was due on or before the first anniversary of the closing of the Business Combination. In October 2024, the Company issued 58,447 shares of common stock to satisfy in full the outstanding commitment fee payable discussed in Note 5 and 44,225 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $2.5 million.
Current wording
The Company has access to an aggregate of up to $40 million from the Share Purchase Agreement, dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), less drawdowns of $2,550,024 to date. In consideration for GEM’s services under the Share Purchase Agreement, the Company paid GEM a commitment fee equal to $800,000 in shares of common stock. Upon the Company’s issuance of shares in connection with any drawdown purchase made by GEM, the Company was required to pay GEM a portion of such commitment fee in an amount equal to 2% of the amount purchased in such drawdown; provided that the full $800,000 commitment fee was due on or before the first anniversary of the closing of the Business Combination. In October 2024, the Company issued 58,447 shares of common stock to satisfy in full the outstanding commitment fee payable and 44,225 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $2.5 million.
Previous wording
Cash Flows for the Three Months Ended March 31, 2025 and 2024
Current wording
Cash Flows for the Six Months Ended June 30, 2025 and 2024
Previous wording
As of March 31, 2025, cash and cash equivalents totaled $12,245,419, including $500,000 of restricted cash related to aircraft leasing arrangements.
Current wording
As of June 30, 2025, the Company’s cash and equivalents were approximately $8.3 million, including approximately $500,000 of restricted cash under its aircraft leasing arrangements described below.
Previous wording
The following table summarizes our cash flows for the three months ended March 31, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
Previous wording
Net cash used in investing activities for the first quarter of 2025 was $1.2 million, compared to $13,000 in the first quarter of 2024, primarily due to $1.1 million in aircraft deposits paid to Textron and $77,000 in net charter deposits. In addition to the $1.1 million in aircraft deposits paid to Textron during the first quarter of 2025, the Company will be required to make additional deposits totaling $2.1 million during 2025, including $550,000 of which is due by May 15, 2025.
Current wording
Net cash used in investing activities for the six months ended June 30, 2025 was $1.7 million compared to approximately $13,000 for the six months ended June 30, 2024, primarily due to $1.7 million in aircraft deposits paid to Textron. In addition to the $1.7 million in aircraft deposits paid to Textron during the first six months of 2025, the Company will be required to make additional deposits totaling $1.5 million during the remainder of 2025, including $1.0 million of which is due by August 15, 2025.
Previous wording
In November 2021 and April 2022, the Company entered into two separate five-year leasing arrangements for the acquisition of two of its HondaJet Elite aircraft. At any time during their term, the Company has the option to purchase either aircraft from the lessor at the aircraft’s fair market value at that time. The leasing arrangements also require the Company to hold a combined liquidity reserve of $500,000 in a separate bank account pledged as security to the lessor, which the Company records as restricted cash on its balance sheet, as well as a maintenance reserve of approximately $690,000 for each leased aircraft, which is held by the lessor in the event the lessor determines that the relevant aircraft is not being maintained in accordance with the lease requirements or to prevent deterioration of the aircraft. Events of default under the leasing arrangements include, among other things, failure to make the monthly payments (with a 10-day cure period), default on other indebtedness, breaches of covenants related to insurance and maintenance requirements, change of control or merger, insolvency and a material adverse change in the Company’s business, operations or financial condition. Please see Note 5 to the Company’s financial statements for the three months ended March 31, 2025 for a further description of these leasing arrangements.
Current wording
In November 2021 and April 2022, the Company entered into two separate five-year leasing arrangements for the acquisition of two of its HondaJet Elite aircraft. At any time during their term, the Company has the option to purchase either aircraft from the lessor at the aircraft’s fair market value at that time. The leasing arrangements also require the Company to hold a combined liquidity reserve of $500,000 in a separate bank account pledged as security to the lessor, which the Company records as restricted cash on its balance sheet, as well as a maintenance reserve of approximately $690,000 for each leased aircraft, which is held by the lessor in the event the lessor determines that the relevant aircraft is not being maintained in accordance with the lease requirements or to prevent deterioration of the aircraft. Events of default under the leasing arrangements include, among other things, failure to make the monthly payments (with a 10-day cure period), default on other indebtedness, breaches of covenants related to insurance and maintenance requirements, change of control or merger, insolvency and a material adverse change in the Company’s business, operations or financial condition. Please see Note 5 to the Company’s financial statements for the six months ended June 30, 2025 for a further description of these leasing arrangements.
Previous wording
The Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2022 and those activities continued into 2025. During the next twelve months, the Company intends to fund its operations with funds from its operations, and drawdowns under the Share Purchase Agreement, as well as proceeds from other financing arrangements. The Company also has the ability to reduce cash burn to preserve capital. There are no assurances, however, that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition and operating results. The consolidated balance sheets do not include any adjustments that might result from these uncertainties.
Current wording
The Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2022 and those activities continued into 2025. During the next twelve months, the Company intends to fund its operations with funds from its operations, and drawdowns under the Share Purchase Agreement, as well as proceeds from other prospective financing arrangements. The Company also has the ability to reduce cash burn to preserve capital. There are no assurances, however, that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition and operating results. The consolidated balance sheets do not include any adjustments that might result from these uncertainties.
Previous wording
Revenue is derived from a variety of sources including, but not limited to, (i) fractional/whole aircraft sales, (ii) fractional ownership and jet card programs, (iii) ad hoc charter through the Jet Token App (replaced by CharterGPT) and (iv) aircraft management.
Current wording
Revenue is derived from a variety of sources including, but not limited to, (i) fractional/whole aircraft sales, (ii) fractional ownership and jet card programs, (iii) ad hoc charter through the Jet Token App (replaced by CharterGPT and Ava) and (iv) aircraft management.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Our cost of revenue is comprised of payments to Cirrus for the maintenance and management of our fleet aircraft, commissions to Cirrus for their arranging for charters on our aircraft, aircraft lease expense, federal excise tax relating to jet card and third-party charters, and payments to third-party aircraft operators for both charter flights booked through our App, as well as the cost of subcharters for covering jet card flights when our HondaJet Elites were unavailable. The management of our aircraft by Cirrus covers all our aircraft regardless of whether the aircraft are used for program flight hours or charter flights and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Current report — wording carried from elsewhere
The following table sets forth a breakout of revenue components by subcategory for the six months ended June 30, 2025 and 2024.
Current report — wording carried from elsewhere
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the first six months of 2025 and 2024:
Current report — wording carried from elsewhere
The term sheet reflects the parties’ agreement in principle on material deal terms, including the issuance of Series C Convertible Preferred Stock and related warrants, subject to finalization and execution of definitive documentation. There can be no assurance that such definitive agreements will be entered into or that the proposed transaction will be consummated.
Current report — wording carried from elsewhere
In the absence of external financing, we are prepared to reduce cash utilization by halting marketing, suspending software development, streamlining operations, and focusing on existing customers, enabling operations to continue for at least one year, during which we would seek new financing to resume expansion. Forward-looking statements regarding our financial condition and liquidity are subject to risks and uncertainties, as detailed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 26, 2025.