Jet.AI Inc.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
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-K
Period ended 2024-12-31; filed 2025-03-26.
0001641172-25-000794
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-06.
0001493152-26-009165
Item 7. 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 136 previous paragraphs and 112 current paragraphs.
38 unchanged; 32 reworded; 42 added; 64 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 6 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 (42)
Current report
In 2024 and 2025, we launched CharterGPT, our AI-enhanced booking app, and Ava, our agentic AI model, respectively.
Current report
In 2025 the Company began transitioning its primary focus to AI data center operations and assets. As part of that transition, in 2025 the Company acquired an approximately 49.9% ownership interest in AIIA Sponsor Ltd. (as previously defined, “Sponsor”), the sponsor of AI Infrastructure Acquisition Corp. (NYSE: AIIA) (as previously defined, “AI Acquisition”), a special purpose acquisition company that completed its initial public offering in October 2025. See “Investment in AIIA Sponsor” below for further discussion.
Current report
Potential Sale of Aviation Business Assets
Current report
On February 13, 2025, the Company, entered into the Original Merger Agreement with flyExclusive, Merger Sub, and SpinCo. On May 6, 2025, the parties entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as previously defined, the “Merger Agreement”). Pursuant to the Merger Agreement, (i) as a condition to closing on the Merger Agreement, the Company will effect the Distribution, (ii) Merger Sub will merge with and into SpinCo to effect the Merger, with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive and (iii) as consideration for the Merger, the Company’s existing stockholders will have the right to receive shares of Class A common stock of flyExclusive. Additionally, the Company’s stockholders will continue to own and hold their existing shares of the Company’s common stock as of closing of the Merger.
Current report
The Merger Agreement amends, restates, replaces and supersedes the Original Merger Agreement in its entirety. Except as follows, the material terms of the Transactions were unchanged in the Merger Agreement. The Merger Agreement, among other things, amended the Original Merger Agreement to provide that eighty percent of the merger consideration shares will be issued upon the closing, and twenty percent of the merger consideration shares will be held in reserve by flyExclusive until a final post-closing purchase price is determined. Once the final post-closing purchase price is determined, flyExclusive will only issue additional merger consideration shares from the reserve on a dollar for dollar basis up to the lesser of the final purchase price and the initial purchase price.
Current report
On February 11, 2026, the parties entered into an amendment to the Merger Agreement (as previously defined, the “Amendment”), which (i) eliminates the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock, and (ii) provides the Company with the ability to explore and negotiate potential post-closing strategic transactions, provided that any such transaction must be conditioned upon the closing of the Transactions and consummated after the closing of the Transactions.
Current report
In connection with executing the Original Merger Agreement, the Company, SpinCo, and flyExclusive entered into the Separation and Distribution Agreement pursuant to which the Company will effect the Separation by transferring 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 consummate the Distribution. After the Separation and Distribution, the Company will no longer operate a fractional or jet card business. The Company will continue to operate and retain its software and intellectual property assets, but will cease to hold its aircraft fractional, jet card and management assets. The Transactions are subject to various conditions to closing, including the receipt of stockholder approval, and are expected to close during the second quarter of 2026.
Current report
Joint Venture
Current report
On June 26, 2025, we entered into the JV Agreement with Consensus Core pursuant to which we and Consensus Core agreed to establish a joint venture allowing us to collaborate in developing data centers. In furtherance of this collaboration, we and Consensus Core entered into the Contribution Agreement with Consensus Core and Convergence Compute on July 2, 2025. Pursuant to the Contribution Agreement, we contributed $300,000 to Convergence Compute at the first closing of the transactions contemplated by the JV Agreement and acquired a 0.5% equity interest in Convergence Compute. Ultimately, we have agreed to contribute up to an aggregate $20 million to Convergence Compute in five tranches that are each tied to specific project development milestones.
Current report
On November 7, 2025, we announced that the milestones associated with the second closing—including the contribution by Consensus Core of all equity interests of its data center project located in Midwestern Canada (as previously defined, the “Midwest Project”) to Convergence Compute—had been substantially completed and we have since contributed the $1.7 million in connection with the second milestone. As a result, we and Consensus Core each received a 17.5% equity interest in the Midwest Project and we received an additional 0.5% equity interest in Convergence Compute.
Current report
In connection with the third closing under the Contribution Agreement, Consensus Core will contribute all equity interests in its data center project located in Maritime Canada (as previously defined, the “Maritime Project”) to Convergence Compute. As a result of this contribution, we and Consensus Core each will receive a 17.5% equity interest in the Maritime Project and we will receive an additional 0.5% equity interest in Convergence Compute. If all five closings contemplated by the Contribution Agreement occur, we will hold an aggregate equity interest of 2.5% of Consensus Core, an equity interest of 17.5% in the Midwest Project, and an equity interest of 17.5% in the Maritime Project.
Current report
The Company recognized $3.0 million in revenue related to app-generated services and software revenues related to charter bookings made through its CharterGPT app in 2025, a decrease of $1.2 million, or 29.0%, from $4.2 million in 2024, reflecting reduced brokerage staff for the CharterGPT app and aviation piece(s) that will be retained after the flyExclusive transaction.
Current report
The decrease in flight hours sold and flown primarily resulted from the planned sale of the Company’s aviation assets to flyExclusive.
Current report
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 2025, this revenue amounted to approximately $1.8 million, a decrease of $2.1 million, or 53.6%, from $3.9 million in the prior year. The decreased revenue was a result of the decreased chartering of the Company’s HondaJet fleet, as well as reduced pilot availability in 2025 as compared to 2024 resulting from the planned sale of the Company’s aviation assets to flyExclusive.
Current report
Management and Other Service revenues totaled $3.3 million in 2025, a decrease of $286,000, or 7.9%, from $3.6 million in 2024. The Company continued to provide aircraft management services throughout 2025.
Current report
In 2025, the Company’s operating expenses decreased by approximately $1.8 million from 2024 due to an approximate $2.0 million decrease in selling, general and administrative expenses, offset by a $91,000 increase in sales and marketing expenses and a $82,000 increase in research and development costs. Excluding non-cash stock-based compensation of $1.6 million and $4.3 million in 2025 and 2024, respectively, general and administrative expenses rose by approximately $656,000 primarily due to a $436,000 increase in board of director fees, a $253,000 increase in Directors and Officers insurance costs, an increase in professional legal service expenses of $190,000 with a substantial portion of these expenses during the 2025 period related to the potential flyExclusive transaction, an increase in wages of $160,000, offset by a decrease in consulting fees of $46,000, a decrease in regulatory fees of $88,000, and a decrease in dues and subscriptions of $57,000.
Current report
Other (Income) Expense
Current report
During 2025, the Company recognized approximately $14.7 million in other income, net, compared to $167,000 in other expense for the 2024 fiscal year. Other income in 2025 was driven primarily by a $14.5 million unrealized gain from the change in fair value of the Company’s other investments (see “Investment in AIIA Sponsor” below), $182,000 in other income comprised of interest income and dividend income, and the elimination of interest expense of $167,000 in 2024 related to the Bridge Agreement (defined below) that was fully repaid in March 2024.
Current report
The Company recorded net income of $4.6 million for the year ended December 31, 2025, compared to a net loss of $12.7 million for the year ended December 31, 2024, a favorable change of $17.3 million. The swing from net loss to net income was driven by the $14.5 million non-cash unrealized gain on the change in fair value of other investments, together with a $2.5 million improvement in operating loss. Excluding the non-cash fair value gain, the Company would have recorded a net loss of approximately $9.9 million for the year ended December 31, 2025.
Current report
There were no deemed dividends or cumulative preferred stock dividends in 2025, compared to a $540,000 deemed dividend from the Company’s warrant exchange offer and $109,000 in cumulative preferred stock dividends in 2024. Accordingly, net income to common stockholders was $4.6 million in 2025 compared to a net loss to common stockholders of $13.4 million in 2024.
Current report
Net income per share — basic and diluted was $1.52 and $0.33, respectively for 2025, compared to net loss per share — basic and diluted of $(47.93) for 2024, based on weighted average shares outstanding of 3,026,488, 13,766,617 and 279,201, respectively. The significant increase in weighted average shares outstanding reflects common stock issuances during 2024 and 2025, including shares issued upon conversion of Series B Preferred Stock.
Current report
As of December 31, 2025, the Company’s cash and cash equivalents were approximately $1.8 million, compared to $5.9 million at December 31, 2024. There was a liquidity reserve of $500,000 in a separate bank account pledged as security to an aircraft lessor, which the Company records as restricted cash on its balance sheet as of December 31, 2025, as well as a maintenance reserve of approximately $690,000 for this leased aircraft. As of December 31, 2025, current liabilities exceeded current assets by approximately $1.5 million. Of the $3.7 million in current liabilities, approximately $443,000 represents deferred revenue that will be satisfied through delivery of services rather than cash payments.
Current report
During the year ended December 31, 2025, the Company raised: (1) $11.0 million from the exercise of the Ionic Warrant for the issuance of shares of Series B Preferred Stock, and (2) approximately $713,000 from sales of common stock under its ATM Sales Agreement and otherwise. These proceeds were partially offset by offering costs of approximately $2.5 million.
Current report
The Company also incurred negative cash flows from operating activities and continues to have an accumulated deficit of approximately $48.0 million as of December 31, 2025. While the Company recorded net income of $4.6 million in 2025, this was driven by the non-cash fair value unrealized gain on other investments; as operating cash flows remained negative at $8.2 million.
Current report
Ionic / Hexstone Transaction
Current report
From the closing of the Ionic Transaction through December 31, 2025, Ionic sold an aggregate of 3,625,610 shares of our common stock, comprised of: (i) 1,466,578 shares sold pursuant to Rule 144; (ii) 133,777 shares sold under a registration statement on Form S-1 (Reg. No. 333-279385); (iii) 600,000 shares sold under our registration statement on Form S-3 (Reg. No. 333-283207); (iv) 1,269,255 shares sold under our registration statement on Form S-3 (Reg. No. 333-284504); and (v) 156,000 shares sold under our registration statement on Form S-3 (Reg. No. 333-289982). As of December 31, 2025, Ionic held 300 shares of Series B Preferred Stock.
Current report
During 2026, Ionic sold an additional 10,129,504 shares pursuant to Rule 144. As of the date of this Report, Ionic holds no shares of our Series B Preferred Stock or common stock.
Current report
During 2026, Hexstone Capital, LLC (who was assigned certain rights or shares by Ionic) sold an aggregate of 30,041,229 shares of our common stock, comprised of: (i) 1,800,000 shares sold under our registration statement on Form S-3 (Reg. No. 333-289982); and (ii) 28,241,229 shares sold pursuant to Rule 144. As December 31, 2025, Hexstone held 450 shares of our Series B Preferred Stock.
Current report
The Company did not effect any drawdowns under this agreement in 2025, and does not expect to effect any drawdowns in 2026.
Current report
Investment in AIIA Sponsor
Current report
In July 2025, the Company made a capital contribution of approximately $2.7 million to Sponsor, which serves as the sponsor of AI Acquisition, in exchange for 1,912,833 units comprising ordinary shares and preference shares (together, the “Sponsor Equity Interest”). The Company’s contribution represents an approximate 49.9% interest in the Sponsor. AI Acquisition is a special purpose acquisition company that intends to focus on opportunities with companies and/or strategic assets in high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure. Sponsor was founded and organized by certain of the Company’s executive officers and directors.
Current report
On October 6, 2025, AI Acquisition completed its initial public offering, selling an aggregate of 13,800,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $138,000,000. In connection with the initial public offering, Sponsor purchased 269,000 private placement units at $10.00 per unit. At the close of the offering, Sponsor held 4,600,000 Class B ordinary shares of AI Infrastructure and 269,000 private placement units.
Current report
As of December 31, 2025, the fair value of the Sponsor Equity Interest was $17,137,000, as determined using a probability weighted expected return method as described in Note 4 to the consolidated financial statements in this Report. During the year ended December 31, 2025, the Company recognized an unrealized gain of $14,477,000 in other income related to the change in fair value of this investment. This non-cash gain was the primary driver of the Company’s swing from a net loss to net income during 2025.
Current report
The Company’s Sponsor Equity Interest is a level 3 fair value measurement that requires significant unobservable inputs, including the probability of AIIA consummating a business combination. An increase or decrease in any of the unobservable inputs could result in a material change in the estimated fair value. See Note 4 to the consolidated financial statements for additional information regarding the fair value methodology.
Current report
At the Market Offering
Current report
On November 21, 2025, we put an ATM (“At the Market”) program, in place to allow us to sell shares of our common stock under that program from time to time through Maxim Group LLC (“Maxim”) as agent in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $10.0 million (the “ATM Program”). The ATM Program was amended twice in January 2026 to increase the amount that may be sold under the ATM Program by an additional 7.9 million and an additional $35.1 million, respectively (subject to any limitations imposed under SEC rules). The common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution. The ATM Agreement provides that Maxim is entitled to compensation for its services at a commission rate of 3.0% of the gross sales price per share of common stock sold. During 2025, we sold 751,426 shares of our common stock under the ATM Program at an average price of $0.95 per share for net proceeds of $713,372 after commissions and sale expenses.
Current report
As of December 31, 2025, the Company’s cash and cash equivalents were approximately $1.8 million. There was a liquidity reserve of $500,000 in a separate bank account pledged as security to an aircraft lessor, which the Company records as restricted cash on its consolidated balance sheets at December 31, 2025 and 2024, as well as a maintenance reserve of approximately $690,000 for the leased aircraft which is included in deposits and other assets in the consolidated balance sheets.
Current report
Net cash used in operating activities for the year ended December 31, 2025 was $8.2 million compared to $8.2 million for the year ended December 31, 2024. Despite the Company recording net income of $4.6 million in 2025, cash used in operations remained elevated because the $14.5 million unrealized gain on the change in fair value of other investments was a non-cash item. The non-cash unrealized gain was partially offset by $1.6 million in stock-based compensation expense, $540,000 in non-cash operating lease costs, and $3,000 in depreciation and amortization. Changes in operating assets and liabilities included a $1.3 million increase in accounts payable, a $109,000 decrease in other current assets, and a $35,000 decrease in accounts receivable, which were offset by a $877,000 decrease in deferred revenue, a $526,000 decrease in operating lease liability, and a $515,000 decrease in accrued liabilities.
Current report
Net cash used in investing activities for the year ended December 31, 2025 was $5.1 million as compared to $2.4 million in 2024. The increase in cash used in investing activities was driven by: (i) $2.7 million invested in other investments (the capital contribution to Sponsor), (ii) $1.7 million in additional aircraft deposits, and (iii) $765,000 contributed to the Company’s joint venture with Consensus Core. Investing activities in 2024 primarily consisted of $2.4 million in aircraft deposits.
Current report
Net cash provided by financing activities for the year ended December 31, 2025 was $9.2 million, compared to $14.4 million in 2024. Cash provided by financing activities in 2025 consisted primarily of $11.0 million in proceeds from the exercise of the Ionic Warrant for shares of Series B Preferred Stock and $713,000 from sales of our common stock, partially offset by $2.5 million in offering costs. The decrease in cash provided by financing activities compared to 2024 reflects the fact that 2024 included $11.9 million in proceeds from the sale of common stock, $4.0 million from Ionic Warrant exercises, $1.5 million from the sale of Series B Preferred Stock, and $742,000 from warrant exercises, partially offset by $1.9 million in offering costs, $1.2 million for the redemption of Series A and Series A-1 Preferred Stock, and $669,000 in note repayments.
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Removed paragraphs (64)
Previous report
Business Combination
Previous report
On August 10, 2023, Oxbridge Acquisition Corp. (“Oxbridge”) consummated a business combination pursuant to a Business Combination Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023 (the “Business Combination Agreement”) among Oxbridge, OXAC Merger Sub I, Inc., a direct, wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC, a direct, wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet Token Inc., a Delaware corporation (“Jet Token”). Pursuant to the Business Combination Agreement, Oxbridge redomiciled as a Delaware corporation and was immediately renamed Jet.AI Inc., and promptly thereafter, (i) First Merger Sub merged with and into Jet Token, with Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI Inc., and (b) Jet Token merged with and into Second Merger Sub (each merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
Previous report
As a result of the Business Combination:
Previous report
Following the Business Combination, Jet.AI’s common stock was listed on Nasdaq under the ticker symbol “JTAI”.
Previous report
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge is treated as the acquired company and Jet Token is treated as the acquirer (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Jet Token issuing stock for the net assets of Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded.
Previous report
The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Jet Token. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination.
Previous report
The Company began recording revenue in September 2020 reflecting services and software revenues related to charter bookings made through its App and in 2023, the Company recognized $3.9 million in revenue related to App-generated charter bookings. During 2024 these revenues totaled $4.2 million, a $247,000 or 6.3% increase from 2023 reflecting increased marketing, including the introduction to the agentic model Ava, and greater awareness of the Company.
Previous report
The Company recognized $3.6 million in service revenue in 2024, an increase of $1.4 million compared to 2023, relating to an agreement entered into during the fourth quarter of 2023 to manage a customer’s aircraft, as well as a second managed aircraft beginning in April 2024. There was $2.2 million in service revenues in 2023.
Previous report
The decrease in flight hours flown is a direct result of the Company’s efforts to increase Jet Card pricing which resulted in a 6.1% increase in flight hour revenue per flight hour during the 2024 period versus the 2023 period.
Previous report
During 2024 revenue generated through the direct chartering of the Company’s HondaJet Elite aircraft by Cirrus amounted to approximately $3.9 million, an increase of $0.8 million, or 23.8% from the prior year. The increased revenue was a direct result of increased charter activity, both ad hoc and by Cirrus, as well as the addition of the managed Citation CJ4 Gen 2.
Previous report
In total as disclosed above, it cost $10.7 million to operate the Company’s five aircraft in 2024, compared to $8.3 million in 2023 for four aircraft.
Previous report
In 2024, the Company’s operating expenses decreased $730,000 due to a $845,000 decrease in general and administrative expenses, offset by $114,000 in higher sales and marketing expenses. Excluding non-cash stock-based compensation of $4.3 million and $6.6 million in 2024 and 2023, respectively, general and administrative expenses rose by approximately $1.5 million primarily due to (1) increased wages of $749,000, primarily due to increased commissions compensation payable on charter sales, as well as a greater number of software developers in 2024, (2) increased directors’ and officers’ insurance of $181,000 and (3) increased professional services expenses resulting from higher legal expenses and a full year of board of directors expenses.
Previous report
Other Expense (Income)
Previous report
During 2024, the Company recognized approximately $167,000 in other expense due primarily to interest expense related to the Bridge Agreement (defined below), compared to $103,000 recorded for 2023.
Previous report
After deducting cumulative preferred stock dividends of approximately $109,000 in 2024, which have been accruing since the August 2023 issuance date of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Shares”) and Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Shares”), and a $540,000 deemed dividend from the Company’s warrant exchange offer, net loss to common stockholders increased by $720,000.
Previous report
As of December 31, 2024, the Company’s cash and equivalents were $5.9 million. As of December 31, 2024, current assets exceeded current liabilities by approximately $2.7 million, of which $1.3 million in liabilities represents deferred revenue that would be recorded as revenue once the flight hours are flown or forfeited.
Previous report
During the year ended December 31, 2024, the Company raised (1) approximately $11,850,000 in funds from the issuance of 976,378 shares of common stock under the Share Purchase Agreement discussed below, as well as under certain of the Company’s registration statements, including (a) approximately $5,400,000 from the Company’s completed at-the-market offering, (b) approximately $2,400,000 from the Company’s registered direct offering that was completed on October 11, 2024, and (c) approximately $1,500,000 from the Company’s registered direct offering that was completed on October 21, 2024, (2) $1,500,000 related to the sale of 150 shares of Series B Preferred Stock, (3) approximately $4,000,000 related to the exercise of the Ionic Warrant for the issuance of 400 shares of Series B Preferred Stock, and (3) approximately $742,000 from Jet.AI Warrant exercises.
Previous report
Ionic Transaction
Previous report
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
Series B Preferred Stock
Previous report
On March 28, 2024, we filed a Certificate of Designation of the Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware, which provides for the issuance of up to 5,000 shares of the Company’s Series B Preferred Stock (the “Certificate of Designations”). The Series B Preferred Stock rankspari passu with the Series A Preferred Shares and Series A-1 Preferred Shares and senior to all other capital stock of the Company.
Previous report
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.
Previous report
Subject to the limitations set forth in the preceding paragraph and provided there is an effective registration statement covering Ionic’s potential resale of common stock underlying the Series B Preferred Stock, shares of Series B Preferred Stock will automatically convert into shares of common stock on or prior to the tenth trading day after the issuance date of such shares of Series B Preferred Stock. The number of shares of common stock issuable upon conversion of a share of Series B Preferred Stock is calculated by dividing the conversion amount per share of Series B Preferred Stock by the then conversion price. The conversion amount is equal to the stated value of the shares of Series B Preferred Stock, which is $10,000, plus any additional amounts and late charges calculated in accordance with the Certificate of Designations. The conversion price is equal to the lower of (i) $2.50, or (ii) 90% (or, in the case of a delisting, 80%) of the lowest daily volume weighted average price of our common stock over a period beginning on the trading day after we deliver shares of common stock upon such conversion to Ionic 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.
Previous report
If certain defined “triggering events” defined in the Certificate of Designations occur, such as a breach of the registration rights agreement entered into with Ionic on March 29, 2024 (the “Registration Rights Agreement”), suspension of trading, or our failure to convert the Series B Preferred Stock into common stock when a conversion right is exercised, then we may be required to redeem the Series B Preferred Stock for cash at 110% of the stated value.
Previous report
Pursuant to the Securities Purchase Agreement, the Company agreed to submit to its stockholders a proposal to approve the issuance of shares of common stock issuable upon exercise of the shares of Series B Preferred Stock in accordance with Nasdaq Stock Market Rules at a special meeting of stockholders at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than ninety (90) days after the Closing Date. 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 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 is 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.
Previous report
Additionally, on March 29, 2024, the Company entered into the Registration Rights Agreement with Ionic, which, among other things, provides that the Company would register the resale of the 1,111 shares of Common Stock and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, including the Series B Preferred Stock issuable upon exercise of the Warrant. The Company was required to prepare and file a registration statement with the SEC no later than 30 days following the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”), but in no event later than May 15, 2024 (the “Filing Deadline”), and to use its commercially reasonable efforts to have the registration statement and any amendment declared effective no later than the earlier of the (a) 60th calendar day following the filing of the Form 10-K (or, if such registration statement is subject to a full review by the SEC, the 100th calendar day after such filing) and (b) 2nd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”). The Company timely filed a registration statement on Form S-1 by the prescribed Deadline, however, because this registration statement was not declared effective by the SEC by the Effectiveness Deadline, the Company was obligated pay to Ionic a $100,000 Effectiveness Fee. On September 3, 2024 the Company issued to Ionic 444 Effectiveness Shares in lieu of paying the Effectiveness Fee in cash.
Previous report
On September 24, 2024, the Company and Ionic entered into a letter agreement (the “Letter Agreement”) that set forth certain understandings and agreements among the Company and Ionic. Pursuant to the Letter Agreement, Ionic agreed to refrain from taking action to protect its legal rights under the transaction documents, related to certain actions and transactions identified in the Letter Agreement that the Company has undertaken or effected prior to the date of the Letter Agreement. As consideration for the waiver, the Company agreed to a release of Ionic and its affiliates and issued an additional 50 shares of Series B Preferred Stock to Ionic.
Previous report
On October 10, 2024, the Company and Ionic entered into a second letter agreement (the “Second Letter Agreement”) that set forth certain understandings and agreements among the Company and Ionic. Pursuant to the Second Letter Agreement, Ionic agreed to refrain from taking action to protect its legal rights under the transaction documents, related to certain actions and transactions identified in the Second Letter Agreement. Such actions include the Company’s filing of an amendment to a registration statement on Form S-1 (File No. 333-281911) with the SEC and a registered direct offering. As consideration for the waiver, the Company agreed to change the Conversion Measurement Period (as defined in the Certificate of Designations) for the previously issued 200 shares of Series B Preferred Stock to begin on March 28, 2024, and to end in accordance with the Certificate of Designations.
Previous report
Registration Statements
Previous report
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.
Previous report
Since the number of shares of Common Stock available under the First Registration Statement was 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 November 13, 2024, we filed a Registration Statement on Form S-3 (File No. 333-283207) with the SEC (as amended, the “Second Registration Statement”), which registered the offer and resale of 600,000 shares of Common Stock by Ionic and was declared effective by the SEC on December 27, 2024. On February 20, 2025, Ionic notified the Company that it had sold all shares of Common Stock that were registered under the Second Registration Statement.
Previous report
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.
Previous report
As of the date of this Report: (i) Ionic has sold 93,067 shares of Common Stock pursuant to Rule 144 under the Securities Act, 133,778 shares of common stock under the First Registration Statement, and 600,000 shares of Common Stock under the Second Registration Statement; and (ii) Ionic holds 1,300 shares of Series B Preferred Stock.
Previous report
Adjustment to Beneficial Ownership Limitation
Previous report
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 will not take effect until 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.
Previous report
GEM is not obligated to purchase shares under the Share Purchase Agreement if any purchase of shares would result in GEM and its affiliates beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 9.99% of the number of issued and outstanding shares of common stock as of the date of such proposed issuance. GEM may waive the restriction under the Share Purchase Agreement by providing the Company with sixty-one (61) days’ notice that the Purchaser would like to waive the restriction with regard to any or all shares issuable pursuant to the Share Purchase Agreement.
Previous report
The GEM Warrant provides that GEM can elect to limit the exercisability of the GEM Warrant such that it is not exercisable to the extent that, after giving effect to the exercise, GEM and its affiliates, to the Company’s actual knowledge, would beneficially own in excess of 4.99% of the Company’s common stock outstanding immediately after giving effect to such exercise. GEM has made this election, which makes funds available under the Share Purchase Agreement in excess of this 4.99% ownership limit up to the 9.99% ownership restriction in the Share Purchase Agreement. GEM may revoke this election by providing written notice, which revocation will not be effective until the sixty-first (61st) day thereafter.
Previous report
The Company may, subject to certain conditions, redeem the outstanding Series A Preferred Shares in cash at the $1,000 original issue price, subject to adjustment, plus accrued and unpaid dividends. The Company was required to redeem all the outstanding Series A Preferred Shares on August 10, 2024, which was automatically extended by an additional three (3) month period because the Company has not closed upon one or more equity financings that, in total, result in gross proceeds to the Company of $10.0 million or greater. If the Company raises equity capital, 15% of the net proceeds will be used to redeem the Series A Preferred Shares if requested by the holder.
Previous report
In July 2024, the Company and Maxim entered into an amendment to the Maxim Settlement Agreement and agreed to, among other things, amend the definition of the “Series A Conversion Price” for the Series A Preferred Shares and certain restrictions with respect to shares of Company common stock Maxim may acquire upon the conversion of its shares of Series A Preferred Shares.
Previous report
As of December 31, 2024, the Company’s cash and equivalents were approximately $5.9 million, including approximately $500,000 of restricted cash under its aircraft leasing arrangements described below.
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Reworded paragraphs (32)
Previous wording
Percentage amounts included in this Report have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Report may vary from those obtained by performing the same calculations using the figures in the consolidated financial statements included elsewhere in this Report. Certain other amounts that appear in this Report may not sum due to rounding.
Current wording
Percentage amounts included in this Report have not in all cases been calculated on the basis of rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this Report may vary from those obtained by performing the same calculations using the figures in the consolidated financial statements included elsewhere in this Report. Certain other amounts that appear in this Report may not sum due to rounding.
Previous wording
Unless otherwise indicated, all information in this Annual on Form 10-K gives effect to a 225-for-1 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.
Current wording
Unless otherwise indicated, all information in this Report 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 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
The Company 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
Revenues for 2024 totaled $14.0 million, a $1.8 million increase from revenues of $12.2 during the comparable period for 2023. Revenues in 2024 were comprised of approximately $8.1 of revenues related to our software App and Cirrus charter services (comprised of approximately $4.2 million in software-related revenue and $3.9 million in revenue from the chartering of our HondaJet Elites by our operating partner Cirrus), $3.6 million in services revenue from the management of customers’ aircraft, and $2.3 million in Jet Card revenue for hours flown and other charges based on hours flown.
Current wording
Revenues for 2025 totaled $9.2 million, a $4.8 million decrease from revenues of $14.0 million for fiscal 2024, and were comprised of approximately $4.8 million of revenues related to our CharterGPT software app and Cirrus charter services (being $3.0 million in software-related revenue and $1.8 million in revenue from the chartering of our HondaJets by our operating partner Cirrus), $3.2 million in services revenue from the management of customers’ aircraft, $1.1 million in Jet Card revenue for hours flown and other charges based on hours flown, and $159,000 in other revenue. The primary reason for the decrease was due to a reduction in Cirrus charter, software app, and Jet Card revenues of $2.1 million, $1.2 million, and $1.2 million, respectively, in the 2025 period due to the planned sale of the Company’s aviation assets to flyExclusive. Upon the closing of the proposed transaction with flyExclusive we will cease to generate revenues from our legacy Jet Card and fractional programs.
Previous wording
During 2024, the Company sold 285 prepaid flight hours under its jet card and fractional programs, amounting to $1.7 million, and recognized $2.1 of revenue for 348 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 December 31, 2024, the Company recorded deferred revenue of $1.1 million on its consolidated balance sheet, which represents prepaid flight hours for which the related travel had not yet occurred.
Current wording
The Company recognized $3.2 million in service revenue in 2025, a decrease of $405,000, or 11.3 %, from $3.6 million in 2024, relating to reduced flying by the owners of the Company’s managed aircraft. During 2025, the Company sold 20 prepaid flight hours under its jet card and fractional programs, amounting to $116,000, and recognized $948,000 of revenue for 168 flight hours flown or forfeited, as well as $105,000 in 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 December 31, 2025, the Company recorded deferred revenue of $443,126 on its consolidated balance sheets, which includes $259,000 related to jet card prepayments for which the related travel had not yet occurred, $184,000 with respect to customer prepayments associated with software app transactions, and $315 with respect to the management of aircraft.
Previous wording
In 2023, we sold 534 prepaid flight hours amounting to approximately $3.0 million and recognized approximately $2.8 million of revenue for 436 flight hours flown or forfeited, as well as additional charges. At December 31, 2023, the Company recorded deferred revenue of $1.5 million on its consolidated balance sheet.
Current wording
In 2024, we sold 285 prepaid flight hours amounting to approximately $1.7 million and recognized approximately $2.1 million of revenue for 348 flight hours flown or forfeited, as well as additional charges of approximately $208,000. At December 31, 2024, the Company recorded deferred revenue of $1,319,746 on its consolidated balance sheets.
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 year ended December 31, 2024 and 2023:
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 years ended December 31, 2025 and 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 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 CharterGPT, 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
As a result of the increased fleet and the increase in jet card and Cirrus charter flight activity, as well as the startup expenses relating to the introduction of the King Air 350i managed aircraft to its fleet, operating expenses related to the operation of the Company’s aircraft and payments to Cirrus for their management increased $2.2 million from $7.1 million in 2023 to $9.3 million in the 2024 year period and aircraft lease payments increased $162,000 from $1.2 million in 2023 to $1.4 million in 2024. The Company also incurred third-party charter costs of approximately $3.7 million in 2024, a $91,000 decrease over 2023, as a result of a reduced need for subcharters used for covering jet card flights when our HondaJet Elites were unavailable. Federal excise tax and merchant fees relating to charter flights increased $333,000 in 2024 to $637,000 from $304,000 in 2023 reflecting increased software revenue.
Current wording
During 2025, the Company operated three HondaJets, one King Air 390i and one CJ4. 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 $3.5 million from $9.3 million in 2024 to $5.8 million in 2025, and aircraft lease payments decreased $56,000 from $1.4 million in 2024 to $1.3 million in 2025. The Company also incurred third-party charter costs of approximately $2.1 million in 2025, a $1.6 million decrease over 2024, as a result of the reduction in ad 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 $356,000 in 2025 to $281,000 from $637,000 in 2024. In total, it cost $9.5 million to operate these five aircraft in 2025, compared to $15.0 million to operate four aircraft in 2024.
Previous wording
The resulting gross loss totaled $965,000 for 2024, compared to $178,000 for the 2023 fiscal year period. The increased gross loss in these operations was a result of increased maintenance costs, together with lower utilization on our HondaJet Elites.
Current wording
The resulting gross loss totaled $300,000 for 2025, compared to $965,000 for the 2024 fiscal year. The decreased gross loss was a result of decreased pilot, fuel, training and maintenance costs, together with lower utilization on our HondaJets.
Previous wording
The Company’s sales and marketing expenses increased by about $114,000 to $688,000 in 2024 from $574,000 in 2023, as it reaccelerated its sales and marketing spending upon aircraft delivery and the associated increase in marketable jet card inventory. These expenses are mainly linked to promoting the Company and its programs.
Current wording
The Company’s sales and marketing expenses increased by about $91,000 to $779,000 in 2025 from $688,000 in 2024. These expenses are mainly linked to promoting the Company and its programs, including transitioning its primary focus to AI data center operations and assets.
Previous wording
Research and development expenses increased $1,000 to $162,000 in 2024 from $161,000 in 2023.
Current wording
Research and development expenses increased $82,000 to $244,000 in 2025 from $162,000 in 2024, due to continued development work on additional software offerings.
Previous wording
As a result of all of the above, in 2024 the Company recognized an operating loss of approximately $12.6 million, which was a increase in operating loss of $56,000 compared to the 2023 fiscal year period. The increase was primarily due to an increase in the Company’s gross operating loss of $965,000, offset by reduced general and administrative expenses of $845,000.
Current wording
As a result of all of the above, in 2025 the Company recognized an operating loss of approximately $10.1 million, which was a decrease in loss of approximately $2.5 million when compared to the prior year. The decrease in operating loss was primarily due to the reduced gross loss and 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 consulting costs.
Previous wording
Net Loss to Common Stockholders
Current wording
Net Income (Loss) to Common Stockholders
Previous wording
The Company also incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in its accumulated deficit of approximately $52.5 million as of December 31, 2024. While we expect to drive revenue and operating profit growth from aircraft acquisitions, higher average hourly pricing of jet cards, increased charter activity through CharterGPT, Ava and Reroute AI and SaaS revenues from DynoFlight, we expect to continue to incur operating losses to a greater or lesser extent for at least the next 12 months, depending on the timing and success of these initiatives. To bridge the gap, we intend to rely on funds available from share issuances under the Share Purchase Agreement, amounts received upon an exercise of the Ionic Warrant (as defined below), if any, and other potential sales of our equity and debt securities to meet our funding obligations. Additional funding under the Share Purchase Agreement may be limited contractually and the Ionic Warrant may not be exercised by the holder in full or substantial part. Furthermore, issuances of additional shares of common stock under the Share Purchase Agreement, upon conversion of the Series B Preferred Stock outstanding and underlying the Ionic Warrant and other sales of equity securities we made after December 31, 2024 may negatively impact the Company’s stock price and ability to raise additional funds. We will likely require additional capital resources to grow our business. In the absence of external financing the Company is prepared to cut its cash utilization by ceasing marketing and customer acquisition, suspending software development, streamlining operations, and servicing only existing customers. Such a reduction would allow the Company to continue to operate for a year or more by management’s estimate. During that time the Company would plan to arrange new financing and to then resume expansion.
Current wording
The Company expects to continue to incur operating losses for at least the next 12 months. To fund its on-going obligations and operations, the Company intends to rely on funds available from potential sales of equity and debt securities, including shares of common stock that are expected to occur from time to time under its at-the-market sales program (further described below) effected in accordance with the Equity Distribution Agreement dated November 21, 2025, as amended in January 2026. The Company also has the ability to reduce cash burn to preserve capital. In the absence of external financing the Company is prepared to cut its cash utilization by ceasing marketing and customer acquisition, suspending software development, streamlining operations, and servicing only existing customers. Such a reduction would allow the Company to continue to operate for a year or more by management’s estimate.
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 (the “Closing Date”), 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, par value $0.0001 per share (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 and related documents described below for a private placement with Ionic Ventures, LLC (as defined above, “Ionic”), which closed on March 29, 2024, which we collectively refer to as the “Ionic Transaction.” At the initial closing, the Company initially issued to Ionic (a) 150 shares of its Series B Convertible Preferred Stock (“Series B Preferred Stock”) and (b) 1,111 shares of common stock. In addition, the Company issued to Ionic a warrant to purchase up to 1,500 shares of Series B Preferred Stock (the “Ionic Warrant”). At the initial closing, the Company received gross proceeds of $1,500,025, reflecting payment for the Series B Preferred Stock and the common stock, in connection with the Ionic Transaction. This amount excludes the proceeds from the exercise of the Ionic Warrant.
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 at the initial closing, the 50 additional shares issued in connection with a letter agreement entered into in September 2024, and all 1,500 shares of Series B Preferred Stock issued pursuant to the full exercise of the Ionic Warrant. Those conversions, in total, resulted in the issuance of 43,796,343 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
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. On November 14, 2024, Ionic partially exercised the Ionic Warrant for 250 additional shares, resulting in proceeds of $2.5 million. On January 23, 2025, Ionic partially exercised the Ionic Warrant for 250 additional shares, resulting in proceeds of $2.5 million. On February 27, 2025, Ionic exercised the remainder of the Ionic Warrant for 850 additional shares, resulting in proceeds of $8.5 million.
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 entered into a Share Purchase Agreement on August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together, “GEM”), which provides for potential future equity purchases of up to $40 million, subject to certain conditions. The agreement expires on August 11, 2026. Through early 2024, the Company drew down $2,550,024 under this facility and has not utilized it since. In consideration for GEM’s commitment, the Company paid GEM a commitment fee equal to $800,000 in shares of common stock. In October 2024, the Company issued 36,886 shares of common stock to satisfy in full the outstanding commitment fee payable discussed in Note 7 to the consolidated financial statements in this Report and 58,447 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $2.5 million.
Previous wording
On August 10, 2023, the Company issued GEM a warrant (as subsequently amended, the “GEM Warrant”) granting it the right to purchase up to 6% of the outstanding common stock of the Company on a fully diluted basis as of the date of listing. The GEM Warrant has a term of three years. The GEM Warrant included an adjustment mechanism, whereby the exercise price is subject to adjustment from time to time. Pursuant to the Warrant, on the first anniversary following the Public Listing Date as defined in the GEM Warrant (the “Adjustment Date”), if all or any portion of the GEM Warrant remains unexercised and the average closing price of the Company’s common stock for the 10 trading days following the Adjustment Date is less than 90% of the then current exercise price of the warrant (the “Baseline Price”), then the exercise price of the unexercised Warrant Shares that remain exercisable pursuant to the Warrant shall be adjusted to 110% of the Baseline Price. Accordingly, the warrant exercise price was reduced to $14.12 per share as of December 31, 2024. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.
Current wording
On August 10, 2023, the Company issued GEM a warrant (as subsequently amended, the “GEM Warrant”) granting it the right to purchase up to 6% of the outstanding common stock of the Company on a fully diluted basis as of the date of listing of our common stock on Nasdaq. Accordingly, the warrant exercise price was reduced to $5.51 per share as of December 31, 2025. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.
Previous wording
As of December 31, 2023, the Bridge Agreement provided for the issuance of Notes, in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bore interest at 5% per annum and matured on March 11, 2024. The Company was required to redeem the Notes with 100% of the proceeds of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. In March 2024, the Company fully repaid the Bridge Agreement in the amount of approximately $683,000, representing principal, redemption premium and interest.
Current wording
On September 11, 2023, the Company entered into a binding term sheet (“Bridge Agreement”) with eight investors to provide the Company $500,000 of short-term bridge financing. The Bridge Agreement provided for the issuance of promissory notes, in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The notes bore interest at 5% per annum and matured on March 11, 2024. In March 2024, the Company fully repaid the Bridge Agreement in the amount of approximately $683,000, representing principal, redemption premium and interest.
Previous wording
On August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company issued to Maxim Partners (a) 1,200 shares of common stock to settle the payment obligations of the Company under the underwriting agreement dated on or about August 11, 2021, by and between the Company and Maxim and (b) 1,127 Series A Preferred Shares in an amount equal in value to $1,127,000. The Series A Preferred Shares accrue a dividend at the rate of 8% per annum (which increases to 18% if the Company fails to meet certain obligations under the terms thereof), payable quarterly and, at the Company’s option, in shares of common stock. The Series A Preferred Shares are convertible into 501 shares of common stock. The Company also issued 511 shares of common stock to Maxim Partners on August 16, 2021 to meet a payment obligation under the underwriting agreement in connection with Oxbridge’s IPO, representing a value of $2,025 per share reflecting an allocation of the $2,250 per Unit IPO price. The above issued and issuable shares of common stock are subject to a registration rights agreement.
Current wording
On August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company issued (a) 1,200 shares of common stock and (b) 1,127 Series A Preferred Shares in an amount equal in value to $1,127,000. The Series A Preferred Shares accrue a dividend at the rate of 8% per annum, payable quarterly.
Previous wording
During the year ended December 31, 2024, the Company issued 10,167 shares of Common Stock upon the conversion of 551 Series A Preferred Shares. In November 2024, the Company redeemed in full all of the remaining 576 Series A Preferred Shares for an aggregate redemption price of $663,740, which included cumulative unpaid preferred stock dividends totaling $87,740. As a result of this redemption there are no Series A Preferred Shares issued and outstanding as of December 31, 2024.
Current wording
During the year ended December 31, 2024, the Company issued 10,167 shares of common stock upon the conversion of 551 shares of Series A Preferred Shares. In November 2024, the Company redeemed in full the remaining 576 shares of Series A Preferred for an aggregate redemption price of $663,740, which included cumulative unpaid preferred stock dividends totaling $87,740. As a result of this redemption there are no shares of Series A Preferred issued and outstanding as of December 31, 2025 or December 31, 2024.
Previous wording
On various dates at the end of December 2023 and through early 2024, we entered a number of separate warrant exchange agreements with various unaffiliated second-party warrant holders with respect to warrants to purchase an aggregate of 6,605 shares of our common stock (the “Exchanged Warrants”). Pursuant to these warrant exchange agreements, the Company issued an aggregate of 6,605 shares of common stock to those warrant holders in exchange for the surrender and cancellation of the Exchanged Warrants.
Current wording
On various dates at the end of December 2023 and through early 2024, the Company entered a number of separate warrant exchange agreements with various unaffiliated second-party warrant holders with respect to warrants to purchase an aggregate of 6,605 shares of our common stock (the “Exchanged Warrants”). Pursuant to these warrant exchange agreements, the Company issued an aggregate of 6,605 shares of common stock to those warrant holders in exchange for the surrender and cancellation of the Exchanged Warrants.
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 year ended December 31, 2024 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 one of the leased 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 7 to the Company’s financial statements for the year ended December 31, 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 2024. 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
During the next twelve months, the Company intends to fund its operations with capital from its operations, and proceeds from sales of debt or equity securities. The Company could, if necessary, 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
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Current wording
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. Actual results could differ significantly from those estimates.
Previous wording
Material estimates that are particularly susceptible to significant change in the near-term relate to the fair value of options granted. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable.
Current wording
Material estimates that are particularly susceptible to significant change in the near-term relate to the fair value of options granted and the fair value of other investments. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable.
Previous wording
In applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for second-party costs when the Company determines that it is acting as the principal
Current wording
In applying the guidance of ASC 606, the Company determines revenue recognition through five steps: (i) identification of the contract(s) with a customer; (ii) identification of the performance obligations; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when, or as, a performance obligation is satisfied.
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 Company’s booking app and CharterGPT, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus, and (v) aircraft management. Revenue is recognized upon transfer of control of the Company’s promised services. Deferred revenue represents customer prepayments for which the Company has not yet satisfied its performance obligations.
Previous wording
The Company accounts for stock awards under ASC 718,Compensation–Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period or over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.
Current wording
The Company accounts for stock awards under ASC 718, Compensation—Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period or over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. During the years ended December 31, 2025 and 2024, stock-based compensation expense of $1,626,102 and $4,287,236, respectively, was recognized. As of December 31, 2025, there was approximately $192,000 in unrecognized stock-based compensation, which will be recognized through September 2027.
Previous wording
The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, federal and foreign governmental policy decisions. A host of factors beyond Jet.AI’s control could cause fluctuations in these conditions. Adverse conditions may include but are not limited to: changes in the airline industry, fuel and operating costs, changes to corporate governance best practices for executive flying, general demand for private jet travel, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of operations.
Current wording
The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, federal and foreign governmental policy decisions. A host of factors beyond Jet.AI’s control in the aviation and artificial intelligence industries, respectively, could cause fluctuations in these conditions. Adverse conditions in aviation in particular may include but are not limited to: changes in the airline industry, fuel and operating costs, changes to corporate governance best practices for executive flying, general demand for private jet travel, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of operations.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On September 11, 2023, the Company entered into a binding term sheet (“Bridge Agreement”) with eight investors to provide the Company $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements.
Previous report — wording carried elsewhere
In applying the guidance of ASC 606, the Company determines revenue recognition through the following steps: