Jet.AI Inc.

As filed with the Securities and Exchange Commission on December 1, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Jet.AI Inc.

(Exact name of registrant as specified in its charter.)

10845 Griffith Peak Dr.

Suite 200

Las Vegas, Nevada 89135

702-747-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Winston

10845 Griffith Peak Dr.

Suite 200

Las Vegas, Nevada 89135

702-747-4000

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated December 1, 2025

PRELIMINARY PROSPECTUS

Jet.AI Inc.

2,000,000** Shares of Common Stock**

2,000,000** Pre-Funded Warrants**

2,000,000** Shares of Common Stock Underlying the Pre-Funded Warrants**

Jet.AI Inc. (the “Company,” “we,” “our,” and “us”) is offering, on a firm commitment basis, up to 2,000,000 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), at an assumed public offering price of $2.00 per share of Common Stock. The public offering price per share of Common Stock of $2.00 is based upon the closing price of our Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) on November 26, 2025. The actual public offering price per share of Common Stock (or Pre-Funded Warrant) will be determined between us, the underwriters (as defined below), and the investors in the offering at the time of pricing, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price.

We are also offering to those purchasers, if any, whose purchase of Common Stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the combined public offering price per share of Common Stock sold in this offering minus $0.0001, the exercise price per share of Common Stock of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. We are also registering the shares of Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants.

Our Common Stock is traded on Nasdaq under the symbol “JTAI”. The last reported sale price of our Common Stock on Nasdaq on November 26, 2025, was $2.00 per share. There is currently no established trading market for the Pre-Funded Warrants. We do not intend to list the Pre-Funded Warrants on Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

We have engaged Maxim Group LLC, (“Maxim” or the “lead underwriter”) to act as our exclusive managing underwriter and sole book running manager in connection with this offering. The lead underwriter has agreed to arrange for the sale of the securities offered by this prospectus on a firm commitment basis. As such, the lead underwriter is obligated to take and pay for all of the securities in this offering if any such securities are taken. We will bear all costs associated with this offering and have agreed to pay the lead underwriter the fees set forth in the table below. In addition, Ladenburg Thalmann & Co. Inc. (“Ladenburg” and together with Maxim, the “underwriters”) will be acting as the co-manager in connection with this offering. See the section of this prospectus titled “Underwriting” for more information regarding our arrangements with the underwriters.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section of this prospectus entitled “Risk Factors— Risks Relating to Ownership of Jet.AI Securities” for more information related to our reduced reporting requirements.

Investing in our securities involves a high degree of risks. See “Risk Factors” beginning on page 8 of the prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus and in the documents incorporated by reference into this prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The following table sets forth the expected proceeds from this Offering, assuming an offering price at the minimum of the proposed price range of the shares of our Common Stock:

(1) Assumes no exercise of the over-allotment option by the underwriters.

(2) Represents cash transaction fee payable to the underwriters of 7.0% of the total gross proceeds to us from this offering. We have also agreed to reimburse certain expenses of the underwriters in connection with this offering. See “Underwriting” beginning on page 99 of this prospectus for additional information regarding the compensation to be received by the underwriters.

(3) Does not include proceeds from the exercise of the Pre-Funded Warrants, if any.

The underwriters may also exercise their option to purchase up to 300,000 additional shares of Common Stock (or Pre-Funded Warrants in lieu thereof), which equals 15% of the total number of shares of Common Stock (or Pre-Funded Warrants in lieu thereof) to be offered by us in this offering, for forty-five (45) days after the date of this prospectus solely to cover over-allotments, if any (based on an assumed public offering price of $2.00 per share, which is the last reported sale price of our Common Stock on Nasdaq on November 26, 2025). If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $280,000 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $600,000 (based on an assumed public offering price of $2.00 per share, which is the last reported sale price of our Common Stock on Nasdaq on November 26, 2025).

The date of this prospectus is , 2025

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