Jet.AI Inc.
For the period ended Sep 30, 2025. Filed Nov 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.
Sep 30, 2025 · Filed Nov 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 2025-06-30; filed 2025-08-14.
0001493152-25-011977
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023406
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 153 previous paragraphs and 155 current paragraphs.
94 unchanged; 42 reworded; 18 added; 17 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 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 (18)
Current report
In 2025 the Company began transitioning its primary focus to AI data center operations and assets.
Current report
Revenues for the third quarter of 2025 totaled $1.7 million, a $2.2 million decrease from 2024’s third quarter revenues of $3.9 million, and were comprised of $884,000 in services revenue from the management of customers’ aircraft, $0.6 million of revenues related to our software App Cirrus and Charter program (being $591,000 in software-related revenue and $51,000 in revenue from the chartering of our HondaJets by our operating partner Cirrus), and $185,000 in Jet Card revenue for hours flown and other charges based on hours flown.
Current report
The primary reason for the decrease was due to a reduction in Cirrus charter and Jet Card revenues of $1.3 million and $363,000, respectively, in the 2025 period due to the planned sale of the Company’s aviation assets to flyExclusive.
Current report
The Company recognized $884,000 in service revenue in the third quarter of 2025, a decrease of $76,000, relating to reduced flying by the owners of the Company’s managed aircraft. There was $960,000 in service revenues in the third quarter of 2024.
Current report
During the third quarter of 2025, the Company recognized approximately $70,000 in other income as compared to $56.
Current report
Nine Months Ended September 30, 2025 and 2024
Current report
The Company recognized $2.7 million in service revenue in the first nine months of 2025, flat from 2024. There was $2.7 million in service revenues in the first nine months of 2024.
Current report
As a result of the decrease in jet card and Cirrus charter flight activity, operating expenses related to the operation of the Company’s aircraft and payments to Cirrus for their management decreased $2.2 million from $6.9 million in the first nine months of 2024 to $4.7 million in the 2025 year period and aircraft lease payments decreased $53,000 from $1.0 million in 2024 to $969,000 in the first nine months of 2025. The Company also incurred third-party charter costs of approximately $1.9 million in the first nine months of 2025, a $980,000 decrease over 2024, as a result of the reduction in as hoc charters and a reduced need for subcharters used for covering jet card flights when our HondaJets were unavailable. Federal excise tax and merchant fees relating to charter flights decreased $321,000 in the first nine months of 2025 to $219,000 from $540,000 in 2024.
Current report
In total, it cost $7.9 million to operate the Company’s 5 aircraft in the first nine months of 2025, compared to $11.4 million in 2024.
Current report
Gross loss
Current report
The resulting gross loss totaled $514,000 for the first nine months of 2025, compared to $555,000 for the 2024 period. The decreased gross loss in these operations was a result of decreased maintenance costs, together with lower utilization on our HondaJets.
Current report
Total Operating Expenses
Current report
In the first nine months of 2025, the Company’s operating expenses decreased $1.6 million due to a $1.6 million decrease in general and administrative expenses. Excluding non-cash stock-based compensation of $1.5 million and $3.7 million in the first nine months of 2025 and 2024, respectively, general and administrative expenses rose by approximately $576,000 primarily due to due to increased wages of $408,000, primarily due to increased commissions compensation payable on charter sales and a $102,000 increase in professional service expenses related to the potential flyExclusive transaction.
Current report
Research and development expenses also increased $81,000 to $189,000 in the first nine months of 2025 from $108,000 in 2024, due to the continued development work on additional software offerings.
Current report
Operating Loss
Current report
As a result of all of the above, in the first nine months of 2025 the Company recognized an operating loss of approximately $7.6 million, which was a decrease in loss of $1.6 million compared to the 2024 period. The decrease was primarily due to reduced operating expenses of $1.6 million, and a decrease in the Company’s gross loss of $37,000.
Current report
Net cash used in operating activities for the nine months ended September 30, 2025 was $8.9 million compared to $4.8 million for the nine months ended September 30, 2024. The cash outflow from operating activities in the 2025 period primarily consisted of our net loss, net of non-cash charges, of $5.6 million, a $0.4 million reduction in lease liability, a $229,000 decrease in operating liabilities and a $2.6 million increase in accounts receivables and other current assets. The decrease in operating liabilities was primarily driven by a $877,000 decrease in deferred jet card revenue relating to the sale of jet card hours not yet flown, partially offset by a $648,000 increase in the Company’s accounts payable and accrued liabilities relating to the operation of the Company’s aircraft. Net cash used in operating activities for the nine months ended September 30, 2024 was $4.8 million. The cash outflow from operating activities in the 2024 period primarily consisted of our net loss, net of non-cash charges of $4.2 million, a $0.4 million reduction in lease liability, which were offset by a $1.2 million increase in operating liabilities and a $41,000 reduction in accounts receivable and other current assets. The increase in operating liabilities was primarily driven by a $1.2 million increase in the Company’s accounts payable and accrued liabilities relating to the operation of the Company’s aircraft and a $0.6 million decrease in deferred jet card revenue relating to the sale of jet card hours not yet flown.
Current report
Net cash used in investing activities for the nine months ended September 30, 2025 was $2.2 million as compared to $13,000 in the 2024 year period, primarily relating to the Company’s joint venture investment, advances under related party promissory note and additional Textron deposits.
Removed paragraphs (17)
Previous report
Unless otherwise indicated, all information in this Quarterly Report on Form 10-Q gives effect to a 1-for-225 reverse stock split of our common stock that became effective on November 12, 2024, and all references to shares of common stock outstanding and per-share amounts give effect to the reverse stock split.
Previous 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.
Previous 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.
Previous report
Six Months Ended June 30, 2025 and 2024
Previous 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.
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
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 report
Net Loss to Common Stockholders
Previous report
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 report
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 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.
Previous report
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.
Reworded paragraphs (42)
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 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.
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 September 30, 2025 and December 31, 2024, and the three and nine months ended September 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 Aviation Services, (v) aircraft brokerage and (vi) 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, historically 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
The Transactions are subject to shareholder approval and are expected to close during the third quarter of 2025.
Current wording
The Transactions are subject to shareholder approval and are expected to close during the fourth quarter of 2025.
Previous wording
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 wording
The Company recognized $592,000 in revenue related to App-generated Services and software revenues related to charter bookings made through its App in the third quarter of 2025, a decrease of $506,000 and reflected reduced brokerage staff, and greater economic uncertainties. This compares to revenues totaling $1.1 million in the 2024 period.
Previous wording
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 wording
During the third quarter of 2025, the Company did not sell any prepaid flight hours under its jet card and fractional programs and recognized $185,000 of revenue for 23 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 September 30, 2025, the Company had recorded deferred revenue of $443,000 on its consolidated balance sheet representing prepaid flight hours for which the related travel had not yet occurred.
Previous wording
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 wording
In the third quarter of 2024, the Company sold 110 prepaid flight hours, amounting to $615,000, and recognized $547,000 of revenue for 85 flight hours flown or forfeited, as well as additional charges. At September 30, 2024, the Company had recorded deferred revenue of approximately $1.2 million.
Previous wording
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 wording
The decrease in flight hours flown period over period is a direct result of the planned sale of the Company’s aviation assets to flyExclusive.
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 second 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 third quarter of 2025 and 2024:
Previous wording
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 wording
In addition to its software App and jet card revenues, the Company also generates revenue through the direct chartering of its HondaJet aircraft by Cirrus. During the third quarter of 2025 this revenue amounted to approximately $51,000, a decrease of $1.3 million, or 96.1% from the prior year period. The decreased revenue was a direct result of the decreased chartering of the Company’s HondaJet fleet, as well as decreased software app bookings in the third quarter of 2025 as compared to the third quarter of 2024.
Previous wording
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 wording
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 HondaJets 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.
Previous wording
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 wording
In the third quarter of 2025, the Company operated three HondaJets, one King Air 390i and one CJ4.
Previous wording
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 wording
As a result of the decrease in Cirrus charter flight activity, costs related to the operation of these aircraft and payments to Cirrus for their management decreased $1.7 million from $3.1 million in the third quarter of 2024 to $1.4 million in 2025, and aircraft lease payments remained the same at $321,000 in the third quarter of 2025 and 2024. The Company also incurred third-party charter costs of approximately $546,000 in the third quarter of 2025, a $358,000 decrease over 2024, reflecting the reduced number of App-generated charter bookings, and a reduction in subcharters used for covering jet card flights when our HondaJets were unavailable. Merchant fees and federal excise tax relating to charter flights of $60,000 in the third quarter of 2025 were a $70,000 decrease as compared to $130,000 in the third quarter of 2024.
Previous wording
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 wording
In total, it cost $2.0 million to operate these five aircraft in the third quarter of 2025, compared to $3.9 million to operate four aircraft in the third quarter of 2024.
Previous wording
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 wording
The resulting gross loss totaled approximately $288,000 for the third quarter of 2025, compared to a gross loss of $14,000 for the third quarter of 2024. The gross loss in the third quarter of 2025 was largely driven by reduced flights performed for our jet card customers without a corresponding reduction in fixed costs.
Previous wording
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 wording
In the third quarter of 2025, the Company’s operating expenses decreased by approximately $1.2 million over the prior year comparable period due to an approximate $1.3 million decrease in general and administrative expenses, a $217,000 increase in sales and marketing expenses and a $1,000 increase in research and development costs. Excluding non-cash stock-based compensation of $176,000 and $1.3 million in the third quarter of 2025 and 2024, respectively, general and administrative expenses declined by approximately $129,000 primarily due to a decrease in professional service expenses of $238,000 with a substantial portion of these expenses during the 2025 period related to the potential flyExclusive transaction, offset by an increase in Directors and Officers Insurance costs of $42,000 and decreased wages of $38,000, primarily due to decreased commissions compensation payable on software app revenue.
Previous wording
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 wording
The Company’s sales and marketing expenses increased by $217,000 to $300,000 in the third quarter of 2025 from $83,000 in the third quarter of 2024. These expenses are mainly linked to promoting the Company and its programs, including its transitioning its primary focus to AI data center operations and assets.
Previous wording
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 wording
Research and development expenses increased $1,000 in the third quarter of 2025 from $38,000 in the third quarter of 2024, due to the reduced need to refine the App, offset by continued development work on additional software offerings.
Previous wording
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 wording
As a result of all of the above, in the third quarter of 2025 the Company recognized an operating loss of approximately $1.9 million, which was a decrease in loss of approximately $1.0 million when compared to the prior year period. The decrease in operating loss was primarily due to the decrease in general and administrative expenses resulting from the decrease in non-cash stock-based compensation expenses that resulted from the non-cash vesting of employee stock options as well as the decrease in professional costs.
Previous wording
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 wording
Revenues for the first nine months of 2025 totaled $7.4 million, a $3.4 million decrease from revenues of $10.8 during the comparable period in 2024. Revenues in the 2024 period were comprised of approximately $6.4 of revenues related to our software App and Cirrus charter services (comprised of approximately $3.4 million in software-related revenue and $2.9 million in revenue from the chartering of our HondaJets by our operating partner Cirrus), $2.7 million in services revenue from the management of customers’ aircraft, and $1.8 million in Jet Card revenue for hours flown and other charges based on hours flown.
Previous wording
The following table sets forth a breakout of revenue components by subcategory for the six months ended June 30, 2025 and 2024.
Current wording
The following table sets forth a breakout of revenue components by subcategory for the nine months ended September 30, 2025 and 2024.
Previous wording
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 wording
The Company began recording revenue in September 2020 reflecting services and software revenues related to charter bookings made through its App and in the first nine months of 2025, the Company recognized $2.4 million in revenue related to App-generated charter bookings. During 2024 these revenues totaled $3.4 million, a $1.0 million or 29.5% decrease from 2024 reflecting reduced brokerage staff and greater economic uncertainties.
Previous wording
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 wording
During the first nine months of 2025, the Company sold 20 prepaid flight hours under its jet card and fractional programs, amounting to $116,000, and recognized $1.0 of revenue for 150 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 September 30, 2025, the Company recorded deferred revenue of $443,000 on its consolidated balance sheet, which represents prepaid flight hours for which the related travel had not yet occurred.
Previous wording
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 wording
In the first nine months of 2024, we sold 220 prepaid flight hours amounting to approximately $1.3 million and recognized approximately $1.8 million of revenue for 267 flight hours flown or forfeited, as well as additional charges. At September 30, 2024, the Company recorded deferred revenue of $1.2 million on its consolidated balance sheet.
Previous wording
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 wording
The decrease in flight hours flown is a direct result of is a direct result of the planned sale of the Company’s aviation assets to flyExclusive.
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 six months 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 first nine months of 2025 and 2024:
Previous wording
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 wording
During the first nine months of 2025 revenue generated through the direct chartering of the Company’s HondaJet aircraft by Cirrus amounted to approximately $1.3 million, a decrease of $1.6 million, or 54.6% from the prior year. The decreased revenue was a direct result of decreased charter activity, both ad hoc and by Cirrus.
Previous wording
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 operating costs regardless of whether the aircraft are used for program flight hours or charters and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Current wording
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 HondaJets 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 charters and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Previous 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.
Current wording
During the first nine months of 2025, the Company recognized approximately $167,000 in other income due primarily to interest income during the period, compared to $79,000 in other expense due primarily to interest expense related to the Bridge Agreement recorded for the first nine months of 2024.
Previous 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.
Current wording
As of September 30, 2025, our cash and cash equivalents totaled $3.5 million. Current assets exceeded current liabilities by $3.3 million, including $443,000 in deferred revenue, which will be recognized as revenue upon the utilization or forfeiture of prepaid flight hours.
Previous 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.
Current wording
In the first nine 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 $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.
Current wording
We have historically incurred negative cash flows from operations and significant operating losses, resulting in an accumulated deficit of $60.1 million as of September 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 potential sales of equity or debt securities. Contractual limitations may restrict certain funding options, 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 for a proposed $50 million financing transaction, with economic terms similar to our existing $16.5 million arrangement with Ionic Ventures LLC.
Previous wording
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.
Current wording
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 full operations. 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.
Previous 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.
Current wording
On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series B 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 Series B 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. As of the date of this Report, Ionic has fully exercised the Ionic Warrant for a total of 1,500 shares of Series B Preferred Stock, resulting in gross proceeds to the Company of $15.0 million. And, therefore we do not expect to receive additional funds from Ionic under the terms of the Series B Securities Purchase Agreement and Ionic Warrant.
Previous wording
The Ionic Warrant exercise price was initially set at $10,000 per share of Series B Preferred Stock, subject to adjustment for certain events, such as a stock split, issuance of additional shares as a dividend or otherwise. As of the date of this Report, Ionic has fully exercised the Ionic Warrant for a total of 1,500 shares of Series B Preferred Stock, resulting in gross proceeds to the Company of $15.0 million.
Current wording
The Ionic Warrant exercise price was initially set at $10,000 per share of Series B Preferred Stock, subject to adjustment for certain events, such as a stock split, issuance of additional shares as a dividend or otherwise.
Previous wording
At its annual meeting of stockholders, which took place on September 24, 2024, the Company sought stockholder approval for the potential issuance of shares of common stock pursuant to the Ionic Transaction in an amount that, upon issuance, could result in the issuance of shares of common stock in an amount in excess of 19.99% of the Company’s outstanding shares of common stock at a price less than the “minimum price” as defined by and in accordance with Nasdaq Listing Rule 5635(d). The Company’s stockholders approved such potential issuance at the annual meeting. The Securities Purchase Agreement obligates the Company to reserve no less than 200% of the maximum number of shares of common stock issuable upon conversion of the Series B Preferred Stock outstanding, using an alternate conversion method (the “Required Reserve Amount”). The Company and Ionic initially agreed that the Required Reserve Amount was 200,000 shares of Common Stock. In order to meet that obligation, the Company sought stockholder approval to amend its certificate of incorporation to increase the number of authorized shares of common stock to 200,000,000 at its annual meeting of stockholders. The Company received such approval on September 24, 2024.
Current wording
The Series B Securities Purchase Agreement obligates the Company to reserve no less than 200% of the maximum number of shares of common stock issuable upon conversion of the Series B Preferred Stock outstanding, using an alternate conversion method (the “Required Reserve Amount”). The Company and Ionic initially agreed that the Required Reserve Amount was 200,000 shares of Common Stock.
Previous wording
Cash Flows for the Six Months Ended June 30, 2025 and 2024
Current wording
Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Previous 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.
Current wording
As of September 30, 2025, the Company’s cash and equivalents were approximately $3.5 million.
Previous wording
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:
Previous wording
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.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2025 was $8.7 million. Cash provided by financing activities was primarily driven by the sale of preferred stock, partially offset by offering costs. Net cash provided by financing activities for the nine months ended September 30, 2024 was $3.1 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, partially offset by repayments of notes payable.
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 six months ended June 30, 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 nine months ended September 30, 2025 for a further description of these leasing arrangements.
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Current report — wording carried from elsewhere
The Company’s sales and marketing expenses increased by about $44,000 to $676,000 in the first nine months of 2025 from $632,000 in 2024. These expenses are mainly linked to promoting the Company and its programs.