Jet.AI (JTAI) - 2025 Q2 - Quarterly Report

PART I FINANCIAL INFORMATION This section details Jet.AI Inc.'s unaudited consolidated financial statements and management's analysis for H1 2025 and 2024 Item 1. Financial Statements This section presents Jet.AI Inc.'s unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows for the periods ended June 30, 2025 and 2024, along with detailed notes explaining the company's organization, significant accounting policies, and various financial commitments and transactions Consolidated Balance Sheets This section presents Jet.AI Inc.'s assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------- | :-------------- | :---------------- | | Total Assets | $14,465,097 | $10,797,323 | | Total Liabilities | $3,138,396 | $4,284,863 | | Total Stockholders' Equity | $11,326,701 | $6,512,460 | - Total assets increased by approximately $3.67 million, primarily driven by an increase in cash and cash equivalents and deposits on aircraft[9] - Total liabilities decreased by approximately $1.15 million, mainly due to reductions in deferred revenue and accrued liabilities[9] - Total stockholders' equity significantly increased by approximately $4.81 million, reflecting new capital contributions[9] Consolidated Statements of Operations This section details Jet.AI Inc.'s revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $2,225,900 | $3,083,884 | $5,700,538 | $6,932,482 | | Gross loss | $(110,300) | $(416,996) | $(225,814) | $(541,352) | | Operating loss | $(2,479,925) | $(3,220,615) | $(5,651,198) | $(6,370,411) | | Net Loss | $(2,385,023) | $(3,220,556) | $(5,554,827) | $(6,449,605) | | Net Loss to common stockholders | $(2,385,023) | $(3,250,283) | $(5,554,827) | $(6,509,060) | | Net loss per share - basic and diluted | $(0.92) | $(56.66) | $(2.40) | $(119.80) | - Revenues decreased by $857,984 (27.8%) for the three months ended June 30, 2025, and by $1,231,944 (17.8%) for the six months ended June 30, 2025, compared to the respective prior-year periods[11] - Gross loss improved for both periods, decreasing by $306,696 for the three months and $315,538 for the six months ended June 30, 2025, indicating better cost management relative to revenue[11] - Net loss to common stockholders decreased by $865,260 for the three months and $954,233 for the six months ended June 30, 2025, reflecting reduced losses[11] - Net loss per share significantly improved from $(56.66) to $(0.92) for the three months and from $(119.80) to $(2.40) for the six months ended June 30, 2025, largely due to an increase in weighted average shares outstanding[11] Consolidated Statements of Stockholders' Equity (Deficit) This section presents changes in Jet.AI Inc.'s stockholders' equity, including capital contributions and net loss, for H1 2025 and 2024 | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Balance at December 31 | $6,512,460 | $(3,936,039) | | Stock-based compensation | $1,314,068 | $2,401,046 | | Issuance of Series B Convertible Preferred Stock upon exercise of warrants | $11,000,000 | - | | Series B Preferred Stock conversion | - | - | | Offering costs | $(1,945,000) | $(155,000) | | Net loss | $(5,554,827) | $(6,449,605) | | Balance at June 30 | $11,326,701 | $(4,169,820) | - Total stockholders' equity increased from $6,512,460 at December 31, 2024, to $11,326,701 at June 30, 2025, primarily due to the issuance of Series B Convertible Preferred Stock upon warrant exercise[12] - Stock-based compensation was $1,314,068 for the six months ended June 30, 2025, a decrease from $2,401,046 in the prior-year period[12] - The company incurred $1,945,000 in offering costs during the first six months of 2025[12] Consolidated Statements of Cash Flows This section analyzes Jet.AI Inc.'s cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,984,900) | $(4,705,433) | | Net cash used in investing activities | $(1,676,995) | $(13,021) | | Net cash provided by financing activities | $9,055,000 | $3,146,028 | | Increase (decrease) in cash and cash equivalents | $2,393,105 | $(1,572,426) | - Net cash used in operating activities increased to $4.98 million in H1 2025 from $4.71 million in H1 2024[15] - Net cash used in investing activities significantly increased to $1.68 million in H1 2025, primarily due to $1.65 million in aircraft deposits[15] - Net cash provided by financing activities substantially increased to $9.06 million in H1 2025, driven by $11.0 million from Series B Convertible Preferred Stock warrant exercises[15] - Overall cash and cash equivalents increased by $2.39 million in H1 2025, a reversal from a decrease of $1.57 million in H1 2024[15] Notes to Consolidated Financial Statements This section details Jet.AI Inc.'s accounting policies, financial commitments, and significant transactions supporting the consolidated financial statements NOTE 1 – Organization and Nature of Operations This note details Jet.AI Inc.'s formation through a business combination and outlines its diverse private aviation and software operations - Jet.AI Inc. (formerly Oxbridge Acquisition Corp.) completed a business combination with Jet Token, Inc. on August 10, 2023, with Jet Token identified as the accounting acquirer[17][18] - The Company's operations include fractional/whole aircraft sales, jet card programs, a proprietary booking platform (App), direct chartering of HondaJet Elite aircraft, aircraft brokerage, and aircraft management services[19] NOTE 2 – Summary of Significant Accounting Policies This note outlines Jet.AI Inc.'s critical accounting policies, including going concern, business combination accounting, and revenue recognition principles - The Company has incurred losses since inception, raising going concern doubts, and plans to fund operations through capital from operations and debt/equity sales, with potential for cash burn reduction[20][21] - The Business Combination was accounted for as a reverse recapitalization, with Jet Token as the accounting acquirer, and financial statements retroactively restated for a 1-for-225 reverse stock split effective November 12, 2024[22][24] - Revenue is recognized based on a five-step model, with sources including fractional/whole aircraft sales, jet card programs, ad hoc charter via the App, and aircraft management, with deferred revenue for prepaid flight hours[43][47][49] Revenue Components by Subcategory (Three and Six Months Ended June 30) | Revenue Category | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software App and Cirrus Charter | $1,271,695 | $1,610,899 | $3,121,645 | $3,981,990 | | Jet Card and Fractional Programs | $421,306 | $558,560 | $764,651 | $1,235,880 | | Management and Other Services | $532,899 | $914,425 | $1,814,242 | $1,714,612 | | Total Revenues | $2,225,900 | $3,083,884 | $5,700,538 | $6,932,482 | - Cost of sales includes chartering third-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, maintenance, and other operating expenses, recognized as incurred or amortized[60][62] - The Company operates in a single segment: private aviation services, with all long-lived assets and substantially all revenue in the U.S[70] NOTE 3 – Other Assets This note details Jet.AI Inc.'s other assets, including deposits and lease maintenance reserves, as of June 30, 2025, and December 31, 2024 | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------- | :-------------- | :---------------- | | Deposits | $95,811 | $104,811 | | Lease Maintenance Reserve | $689,750 | $689,750 | | Total Other Assets | $785,561 | $794,561 | NOTE 4 – Notes Receivable This note describes Jet.AI Inc.'s unsecured, non-interest-bearing promissory note receivable from an affiliated entity as of June 30, 2025 - As of June 30, 2025, the Company had advanced $35,995 under an unsecured, non-interest-bearing promissory note with an affiliated entity, repayable by November 30, 2025, or upon the Maker's IPO[73] NOTE 5 – Notes Payable This note details the repayment of Jet.AI Inc.'s Bridge Agreement senior secured promissory notes during the six months ended June 30, 2024 - The Bridge Agreement, entered into on September 11, 2023, for $625,000 in senior secured promissory notes (including $281,250 from related parties), was fully repaid during the six months ended June 30, 2024[74][76] - Interest expense related to the Bridge Notes was $79,314 for the six months ended June 30, 2024, with a debt discount of $168,250, of which $90,625 was amortized[75] NOTE 6 – Commitments and Contingencies This note outlines Jet.AI Inc.'s various commitments and contingencies, including lease obligations, purchase agreements, and joint venture investments - The Company has an operating lease for an aircraft expiring November 2026, requiring a $500,000 liquidity reserve (restricted cash) and a $690,000 maintenance reserve[78][79] Operating Lease Liabilities and Future Minimum Payments | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------- | :-------------- | :---------------- | | Operating lease right-of-use asset (net) | $780,499 | $1,048,354 | | Lease liability, current portion | $533,480 | $525,547 | | Lease liability, long-term | $227,044 | $495,782 | | Total operating lease liabilities | $760,524 | $1,021,329 | Future Minimum Required Lease Payments (as of June 30, 2025): | Year | Amount ($) | | :--- | :----- | | 2025 (six months) | $274,500 | | 2026 | $503,250 | | Total | $777,750 | - Under the GEM Share Purchase Agreement, the Company can sell up to $40 million in common stock to GEM, with 14,222 shares sold for $1.7 million in H1 2024. The GEM Warrant exercise price was reduced to $9.07 per share as of June 30, 2025[83][84][85] - The Company accrued $300,000 as of June 30, 2025, for a penalty related to the delayed effectiveness of a registration statement for GEM[86] - Jet.AI entered into an aircraft purchase agreement with Textron Aviation Inc. for three Cessna Citation CJ4 aircraft, with expected delivery in Q3 and Q4 2026. Deposits totaling $4.1 million were made through June 30, 2025, with an additional $1.6 million due in H2 2025[88] - The Company engaged Maxim Group LLC as financial advisor for potential business combinations (December 2024) and a spin-out transaction (February 2025), issuing 150,000 shares of common stock as non-refundable stock fees (valued at $625,000)[89][91][93] - Jet.AI formed a joint venture with Consensus Core Technologies Inc. to develop data centers, contributing $300,000 for a 0.5% equity interest in Convergence Compute LLC, with plans for up to $20 million in contributions for a total of 2.5% equity[94][95][96] NOTE 7 – Stockholders' Equity This note details Jet.AI Inc.'s authorized and outstanding capital stock, including common and preferred shares, and significant equity transactions - The Company is authorized to issue 200,000,000 shares of common stock and 4,000,000 shares of preferred stock, with 989 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2025[97] - Jet.AI entered into a Merger Agreement with flyExclusive, Inc. to spin out its jet charter business into SpinCo, which will then merge with a flyExclusive subsidiary. Jet.AI stockholders will receive flyExclusive Class A common stock for their SpinCo shares[98][99][100] - The flyExclusive merger is subject to shareholder approval and is expected to close in Q3 2025, with an amendment extending the deadline to October 31, 2025[103][104] - The Company sold 150 shares of Series B Preferred Stock and warrants to Ionic Ventures, LLC for $1.35 million in March 2024. In H1 2025, 1,100 Series B Preferred Stock warrants were exercised for $11.0 million, and 361 shares of Series B Preferred Stock were converted into 1,461,355 shares of common stock[105][110] - A share repurchase program for up to $2 million of common stock was authorized through December 31, 2025, but no shares had been repurchased as of June 30, 2025[112] - Stock-based compensation expense was $1,314,068 for H1 2025, with approximately $500,000 in unrecognized compensation remaining as of June 30, 2025[118] Stock Option Activity (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Outstanding at December 31 | 22,668 | 16,268 | | Granted | - | - | | Exercised | - | - | | Expired/Cancelled | - | - | | Outstanding at June 30 | 22,668 | 16,268 | | Exercisable at June 30 | 20,066 | N/A | - As of June 30, 2025, there were 9,686 GEM Common Stock Warrants outstanding with an exercise price of $9.07 and an expiration date of August 11, 2026[120] NOTE 8 – Related Party Transactions This note identifies Jet.AI Inc.'s transactions with related parties, including a promissory note receivable and engagement letters with Maxim - Related party transactions include a promissory note receivable (Note 4), engagement letters with Maxim (Note 6), and a placement agent agreement with Maxim (Note 7)[121] NOTE 9 – Fair Value of Financial Instruments This note states that the carrying amounts of Jet.AI Inc.'s financial instruments approximate fair value due to their short-term nature - The carrying amounts of the Company's financial instruments (cash, receivables, payables) approximate fair value due to their short-term nature[122] NOTE 10 – Deferred Revenue This note details the changes in Jet.AI Inc.'s deferred revenue balance for the six months ended June 30, 2025 Changes in Deferred Revenue (Six Months Ended June 30, 2025) | Item | Amount ($) | | :---------------------------------------------------- | :------- | | Deferred revenue as of December 31, 2024 | $1,319,746 | | Amounts deferred during the period | $1,768,623 | | Revenue recognized from amounts included in beginning balance | $(1,070,110) | | Revenue from current year sales | $(1,370,402) | | Deferred revenue as of June 30, 2025 | $647,857 | NOTE 11 – Subsequent Events This note discloses significant events that occurred after June 30, 2025, including a data center joint venture agreement and a capital contribution to a SPAC - On July 2, 2025, the Company entered into a Contribution Agreement related to its data center joint venture (Note 6)[124] - In July 2025, the Company made a refundable capital contribution to AIIA Sponsor Ltd., a SPAC focused on AI and data center infrastructure, founded by certain of the Company's executive officers and directors[125] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Jet.AI's financial condition and operational results for H1 2025 and 2024 Overview This section introduces Jet.AI Inc.'s business, including its private aviation services, software offerings, and the impact of its Nasdaq listing - Jet.AI Inc., founded in 2018, is involved in fractional/whole aircraft sales, jet cards, a proprietary booking platform, direct chartering, aircraft brokerage, and management[130] - The company offers SaaS software like Reroute AI and DynoFlight, and launched AI-enhanced booking apps CharterGPT and Ava in 2024 and 2025[131][134] - The Business Combination on August 10, 2023, resulted in Jet.AI Inc. being listed on Nasdaq (JTAI), with Jet Token treated as the accounting acquirer in a reverse recapitalization[132][133][134] Potential Sale of Aviation Business Assets This section details Jet.AI's plan to spin out its jet charter business into SpinCo, which will merge with a flyExclusive subsidiary - Jet.AI entered a Merger Agreement with flyExclusive, Inc. on February 13, 2025, to spin out its jet charter business (fractional and jet card) into SpinCo, which will then merge with a flyExclusive subsidiary[136][137] - Jet.AI stockholders will receive flyExclusive Class A common stock for their SpinCo shares, while retaining their existing Jet.AI common stock[136] - After the transaction, Jet.AI will retain its software and intellectual property assets and focus on AI and data-center enterprise sectors[138] - The transaction is subject to shareholder approval and is expected to close in Q3 2025[138] Joint Venture This section outlines Jet.AI's joint venture with Consensus Core Technologies Inc. to develop data centers, detailing capital contributions - On June 26, 2025, Jet.AI formed a joint venture with Consensus Core Technologies Inc. to develop data centers, with Jet.AI contributing $300,000 for a 0.5% equity interest in Convergence Compute LLC[139][140] - Jet.AI plans to contribute up to an aggregate of $20 million in five tranches, tied to project development milestones, potentially acquiring up to a 2.5% equity interest in Convergence Compute[141] Results of Operations This section provides a detailed analysis of Jet.AI Inc.'s financial performance, including revenue, cost of revenues, and operating expenses Three Months Ended June 30, 2025 and 2024 This section analyzes Jet.AI Inc.'s financial performance for the three-month periods, highlighting revenue, cost of revenues, and net loss | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $2,225,900 | $3,083,884 | $(857,984) | -27.8% | | Cost of revenues | $2,336,200 | $3,500,880 | $(1,164,680) | -33.3% | | Gross loss | $(110,300) | $(416,996) | $306,696 | -73.5% | | Total operating expenses | $2,369,625 | $2,803,619 | $(433,994) | -15.5% | | Operating loss | $(2,479,925) | $(3,220,615) | $740,690 | -23.0% | | Net Loss | $(2,385,023) | $(3,220,556) | $835,533 | -25.9% | | Net Loss to common stockholders | $(2,385,023) | $(3,250,283) | $865,260 | -26.6% | | Net loss per share - basic and diluted | $(0.92) | $(56.66) | $55.74 | -98.4% | - Revenue declined by $0.9 million (27.8%) due to reductions in Cirrus Charter ($488,000), service revenue ($382,000), and Jet Card revenue ($137,000), partially offset by a $149,000 increase in Software App revenue[143][145] - The decrease in Cirrus Charter and Jet Card revenue was attributed to clients anticipating the sale of aviation business assets[143][148] - Cost of revenues decreased by $1.1 million (33.3%), leading to an improved gross loss of $110,000, primarily due to scale-back in operations[154][156] - Operating expenses decreased by $434,000 (15.5%), mainly from a $417,000 decrease in general and administrative expenses (excluding stock-based compensation, G&A rose by $22,000 due to D&O insurance, travel, and Board payments, offset by reduced professional services)[157] - Research and development expenses increased by $4,000 to $41,000, reflecting continued refinement of the App and development of new software offerings[159] - The operating loss decreased by $0.7 million to $2.5 million, driven by reduced operating loss and lower general and administrative expenses[160] Six Months Ended June 30, 2025 and 2024 This section analyzes Jet.AI Inc.'s financial performance for the six-month periods, detailing revenue, cost of revenues, and net loss | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $5,700,538 | $6,932,482 | $(1,231,944) | -17.8% | | Cost of revenues | $5,926,352 | $7,473,834 | $(1,547,482) | -20.7% | | Gross loss | $(225,814) | $(541,352) | $315,538 | -58.3% | | Total operating expenses | $5,425,384 | $5,829,059 | $(403,675) | -6.9% | | Operating loss | $(5,651,198) | $(6,370,411) | $719,213 | -11.3% | | Net Loss to common stockholders | $(5,554,827) | $(6,509,060) | $954,233 | -14.7% | | Net loss per share - basic and diluted | $(2.40) | $(119.80) | $117.40 | -98.0% | - Revenues for H1 2025 decreased by $1.2 million (17.8%) due to reduced Software App and Cirrus Charter revenue ($511,000), and Jet Card revenue ($471,000), partially offset by increased Management and Other Services revenue ($100,000)[162][164][165] - Jet Card flight hours sold decreased from 110 hours ($652,000) in H1 2024 to 20 hours ($116,000) in H1 2025, reflecting reduced sales in anticipation of the aviation business sale[166][167] - Cost of revenues decreased by $1.5 million (20.7%), primarily due to reduced payments to Cirrus for aircraft management and operations ($538,000 decrease) and lower third-party charter costs ($0.6 million decrease)[172] - Gross loss improved by $315,000 to $226,000, reflecting lower maintenance costs, pilot wages, and reduced HondaJet Elite utilization, despite stable fixed costs[174] - Total operating expenses decreased by $404,000 (6.9%), driven by a $311,000 reduction in general and administrative expenses (excluding stock-based compensation, G&A rose by $776,000 due to professional fees and wages) and a $173,000 decrease in sales and marketing[175][176] - Research and development expenses increased by $80,000 to $150,000, due to enhanced development for new software offerings[176] - Net loss to common stockholders improved by $954,000 to $5.6 million, primarily due to a $1.1 million reduction in stock-based compensation, absence of preferred stock dividends, and elimination of interest expense[180] Liquidity and Capital Resources This section assesses Jet.AI Inc.'s cash position, funding strategies, and ability to meet short-term and long-term financial obligations - As of June 30, 2025, cash and cash equivalents totaled $8.3 million, with current assets exceeding current liabilities by $5.8 million[181] - The Company raised $11.0 million in H1 2025 through Series B Preferred Stock issuance, significantly increasing cash and current assets[182] - Jet.AI anticipates continued operating losses for at least the next 12 months and plans to fund operations through share issuances (Share Purchase Agreement) and potential equity/debt sales[183] - A non-binding term sheet for a proposed $50 million financing transaction with Hexstone Capital LP for Series C Convertible Preferred Stock is in progress[183][184] - Ionic Ventures, LLC fully exercised its warrant for 1,500 shares of Series B Preferred Stock, generating $15.0 million in gross proceeds for the Company[193] - The Company has access to up to $40 million from the GEM Share Purchase Agreement, with $2.55 million drawn to date. GEM's beneficial ownership is limited to 9.99%[201][202] Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :-------------------------------- | :------------- | :------------- | | Net cash used in operating activities | $(4,984,900) | $(4,705,433) | | Net cash used in investing activities | $(1,676,995) | $(13,021) | | Net cash provided by financing activities | $9,055,000 | $3,146,028 | | Increase (decrease) in cash and cash equivalents | $2,393,105 | $(1,572,426) | - Net cash used in investing activities increased significantly in H1 2025 to $1.7 million, primarily due to $1.7 million in aircraft deposits to Textron[208] - Net cash provided by financing activities increased to $9.1 million in H1 2025, mainly from $11.0 million in Series B Preferred Stock warrant exercises, partially offset by $1.9 million in note repayments[209] Critical Accounting Estimates This section discusses key accounting judgments and estimates that significantly impact Jet.AI Inc.'s financial statements - The Company's limited operating history and accumulated losses raise substantial doubt about its ability to continue as a going concern, necessitating future capital raises or cash burn reduction[211][212] - The Business Combination was accounted for as a reverse recapitalization, with Jet Token as the accounting acquirer based on factors like voting interest, board nomination, management, and historical operating activity[213][214] - Revenue recognition follows ASC 606's five-step model, with revenue derived from fractional/whole aircraft sales, jet card programs, ad hoc charter via the App, and aircraft management[216][218] - Cost of sales includes expenses for chartering third-party aircraft, aircraft leases, pilot training/wages, fuel, maintenance, and other operating costs, recognized as incurred or amortized[231] Trend Information This section outlines external factors and industry trends that could influence Jet.AI Inc.'s future financial performance and operational stability - The Company's business is sensitive to general economic conditions, changes in the private airline industry, fuel/operating costs, corporate governance, demand for private jet travel, carbon emission regulations, and market acceptance of its business model[233] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that Jet.AI Inc. is exempt from providing quantitative and qualitative disclosures about market risk as a smaller reporting company - The Company is exempt from providing quantitative and qualitative disclosures about market risk as it qualifies as a "smaller reporting company"[234] Item 4. Controls and Procedures This section confirms the effectiveness of Jet.AI Inc.'s disclosure controls and procedures as of June 30, 2025, with no material changes to internal controls - The Interim CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[236] - There were no material changes in internal control over financial reporting during the quarter ended June 30, 2025[237] PART II OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings This section confirms that Jet.AI Inc. has no legal proceedings to disclose for the quarter ended June 30, 2025 - The Company has no legal proceedings to disclose[239] Item 1A. Risk Factors This section states no material changes to risk factors have occurred since the Annual Report on Form 10-K for December 31, 2024 - No material changes to risk factors were reported since the Annual Report on Form 10-K for the year ended December 31, 2024[240] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the issuance of 125,000 common stock shares to Maxim and confirms no equity repurchases during the quarter - On June 30, 2025, the Company issued 125,000 shares of common stock to Maxim in satisfaction of cash fees, relying on the Section 4(a)(2) exemption from registration[241] - No purchases of equity securities were made by the Company or its affiliates during the quarter ended June 30, 2025[242] Item 3. Defaults Upon Senior Securities This section confirms no defaults upon senior securities occurred during the quarter ended June 30, 2025 - No defaults upon senior securities were reported[243] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to Jet.AI Inc - This item is not applicable to the Company[244] Item 5. Other Information This section confirms no omitted Form 8-K information, material changes to director nominations, or Rule 10b5-1 trading arrangements - No information required for Form 8-K was undisclosed[245] - No material changes to procedures for stockholder director nominations occurred[245] - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[246] Item 6. Exhibits This section lists all exhibits filed or incorporated by reference into this Quarterly Report on Form 10-Q - The report includes exhibits such as the Amended and Restated Agreement and Plan of Merger and Reorganization, Certificate of Incorporation, Certificate of Designations for various preferred stock series, Bylaws, Joint Venture Agreement, and certifications[248] Signatures This section confirms the report's official signing by George Murnane, Interim Chief Financial Officer, on August 14, 2025 - The report was signed by George Murnane, Interim Chief Financial Officer, on August 14, 2025[252]