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Provided by AGPLAS VEGAS, May 15, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced financial results for the first quarter ended March 31, 2026.
General Company Update
Proposed Merger with flyExclusive
On May 1, 2026, Jet.AI announced that the Registration Statement Form S-4 (File No. 333-284960) filed by flyExclusive, Inc. (“flyExclusive”) related to the proposed merger transaction has been declared effective by the Securities and Exchange Commission (the “SEC”), formally advancing the transaction into its stockholder approval and closing phases.
Jet.AI and flyExclusive continue to expect to close the proposed merger in the second quarter of 2026, with Jet.AI’s special meeting of its stockholders scheduled on June 11, 2026. Jet.AI stockholders of record as of the record date, May 8, 2026, are entitled to vote on the proposed transaction at the meeting. The definitive proxy statement for the special meeting was filed with the SEC and can be found on the SEC’s website here. The Company mailed the definitive proxy materials on or about May 13th, 2026. The definitive proxy materials contain important information regarding the special meeting and the proposed transactions, including voting procedures and risk factors.
Strategic Holdings
Data Center Updates
In March 2026, Jet.AI and Consensus Core Technologies, Inc. (“Consensus Core”) completed the third set of milestones for the Midwestern and Maritime hyperscale data center campuses by their joint venture, Convergence Compute LLC (“Convergence Compute”). The completed milestones included:
The upcoming fourth milestone includes the following:
The power study for the Moapa data center project remains ongoing and the company maintains a robust pipeline of North American data center projects.
Jet.AI Founder and Executive Chairman Mike Winston added: “In just the past three months, Jet.AI has advanced major AI data center milestones across three North American sites (totaling over 1 GW capacity), secured a $5.0 million strategic economic interest in xAI/SpaceX, reported a profitable full-year 2025 with strong cash position, authorized a $5.0 million share repurchase program, and cleared key regulatory hurdles toward closing our transformative merger with flyExclusive in Q2 2026, positioning us as a pure-play leader in powered land for AI infrastructure.”
Additional information regarding the Company’s financial results for the first quarter ended March 31, 2026 can be found in the Form 10-Q filed with the U.S. Securities and Exchange Commission here.
About Jet.AI
Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.”
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents will be mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that are incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests is included in the definitive proxy statement/prospectus relating to the proposed transactions. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aim” and similar expressions but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated or expected. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Item 1A, and also in subsequent reports filed by Jet.AI with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date of this press release. Readers are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.
Jet.AI Investor Relations:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
JET.AI, INC.
CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 13,497,732 | $ | 1,819,503 | ||||
| Accounts receivable | 318,505 | 97,331 | ||||||
| Other assets | 215,504 | 248,724 | ||||||
| Total current assets | 14,031,741 | 2,165,558 | ||||||
| Property and equipment, net | 1,868 | 2,505 | ||||||
| Intangible assets, net | 86,745 | 86,745 | ||||||
| Right-of-use lease asset | 371,317 | 508,707 | ||||||
| Investment in joint venture | 2,765,000 | 865,000 | ||||||
| Deposit on aircraft | 4,050,000 | 4,050,000 | ||||||
| Deposits and other assets | 868,561 | 868,561 | ||||||
| Other investments | 17,231,000 | 17,137,000 | ||||||
| Total assets | $ | 39,406,232 | $ | 25,684,076 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,352,473 | $ | 1,621,379 | ||||
| Accrued liabilities | 1,251,345 | 1,148,782 | ||||||
| Deferred revenue | 465,365 | 443,126 | ||||||
| Operating lease liability | 361,917 | 495,782 | ||||||
| Total current liabilities | 3,431,100 | 3,709,069 | ||||||
| Commitments and contingencies (Note 2, 5, and 6) | - | - | ||||||
| Stockholders' Equity | ||||||||
| Preferred Stock, 4,000,000 shares authorized, par value $0.0001, 0 issued and outstanding |
- | - | ||||||
| Series B Convertible Preferred Stock, 5,000 shares authorized, par value $0.0001, 0 and 750 issued and outstanding |
- | - | ||||||
| Common stock, 1,000,000 shares authorized, par value $0.0001, 639,738 and 31,413 issued and outstanding |
63 | 2 | ||||||
| Subscription receivable | (6,724 | ) | (6,724 | ) | ||||
| Additional paid-in capital | 86,619,499 | 69,938,333 | ||||||
| Accumulated deficit | (50,637,706 | ) | (47,956,604 | ) | ||||
| Total stockholders' equity | 35,975,132 | 21,975,007 | ||||||
| Total liabilities and stockholders' equity | $ | 39,406,232 | $ | 25,684,076 | ||||
JET.AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 1,681,236 | $ | 3,474,638 | ||||
| Cost of revenues | 1,915,459 | 3,590,152 | ||||||
| Gross loss | (234,223 | ) | (115,514 | ) | ||||
| Operating Expenses: | ||||||||
| General and administrative (including stock-based compensation of $64,382 and $550,936, respectively) |
2,225,862 | 2,652,427 | ||||||
| Sales and marketing | 306,387 | 294,408 | ||||||
| Research and development | 99,080 | 108,924 | ||||||
| Total operating expenses | 2,631,329 | 3,055,759 | ||||||
| Operating loss | (2,865,552 | ) | (3,171,273 | ) | ||||
| Other income: | ||||||||
| Other income | 90,450 | 1,469 | ||||||
| Unrealized gain on other investments | 94,000 | - | ||||||
| Total other income | 184,450 | 1,469 | ||||||
| Loss before provision for income taxes | (2,681,102 | ) | (3,169,804 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net Loss | $ | (2,681,102 | ) | $ | (3,169,804 | ) | ||
| Weighted average shares outstanding - basic and diluted | 401,302 | 8,557 | ||||||
| Net loss per share - basic and diluted | $ | (6.68 | ) | $ | (370.43 | ) | ||
JET.AI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (2,681,102 | ) | $ | (3,169,804 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Unrealized gain on other investments | (94,000 | ) | - | |||||
| Amortization and depreciation | 637 | 638 | ||||||
| Stock-based compensation | 64,382 | 550,936 | ||||||
| Non-cash operating lease costs | 137,390 | 133,439 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (221,174 | ) | (266,643 | ) | ||||
| Other current assets | 33,220 | 21,059 | ||||||
| Accounts payable | (268,906 | ) | 271,350 | |||||
| Accrued liabilities | 102,563 | 446,080 | ||||||
| Deferred revenue | 22,239 | (37,349 | ) | |||||
| Operating lease liability | (133,865 | ) | (129,914 | ) | ||||
| Net cash used in operating activities | (3,038,616 | ) | (2,180,208 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in joint venture | (1,900,000 | ) | - | |||||
| Deposit on aircraft | - | (1,100,000 | ) | |||||
| Deposits and other assets | - | (77,000 | ) | |||||
| Net cash used in investing activities | (1,900,000 | ) | (1,177,000 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Offering costs | (3,196,913 | ) | (1,270,000 | ) | ||||
| Proceeds from exercise of Series B Convertible Preferred Stock warrants | - | 11,000,000 | ||||||
| Proceeds from sale of Common Stock | 19,813,758 | - | ||||||
| Net cash provided by financing activities | 16,616,845 | 9,730,000 | ||||||
| Increase in cash and cash equivalents | 11,678,229 | 6,372,792 | ||||||
| Cash and cash equivalents, beginning of period | 1,819,503 | 5,872,627 | ||||||
| Cash and cash equivalents, end of period | $ | 13,497,732 | $ | 12,245,419 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Non-cash financing activities: | ||||||||
| Issuance of Common Stock for Series B Preferred Stock conversion | $ | 20 | $ | - | ||||
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