UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On May 15, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing its financial results for the quarter ending March 31, 2026, and other recent operational highlights. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. These risks include risks relating to agreements with third parties; our ability to obtain necessary stockholder approvals and the possibility that any proposed transactions do not close when expected or at all because any required approvals or other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock on the Nasdaq Stock Market LLC; claims relating to alleged violations of intellectual property rights of others; the outcome of any current legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.
Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided by law.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 18, 2026, the Company entered into amendments to the existing amended and restated employment agreements (the “Employment Agreement Amendments”) with Michael Winston, the Company’s Executive Chairman and Interim Chief Executive Officer, and George Murnane, the Company’s Interim Chief Financial Officer.
Each Employment Agreement Amendment has the following effect on the existing employment agreements:
| ● | The Restricted Periods (as defined in Sections 5(a) and 5(c) of each respective employment agreement) during which the employee may not compete with the Company and may not solicit the Company’s customers and vendors has been extended from one year following the employee’s termination to two years following the employee’s termination. The Company agreed to pay to each employee a one-time bonus in the amount of $1,000 in exchange for such employee’s agreement to abide by the restrictive covenants in each employment agreement following the employee’s termination from the Company. | |
| ● | Each executive is subject to a new provision allowing for the clawback of incentive-based compensation, bonuses, or other financial benefits previously awarded to the respective executive in the event such executive breaches any of the restricted covenants set forth in Sections 5, 17, and 19 of his respective employment agreement. This recovery may include, but is not limited to, repayment of cash bonuses, cash payments representing synthetic equity or performance share unit awards, forfeiture of stock options, and reimbursement of any other incentive-based compensation, and is in addition to the Jet.AI Inc. Clawback Policy, as adopted March 14, 2025. The new clawback provision is effective for two years following the executive’s separation from the Company. |
Except as described above, each employment agreement remains unmodified and in full force and effect in accordance with its original terms.
The foregoing summary of the terms of the Employment Agreement Amendments does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Employment Agreement Amendments, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | First Amendment to Amended and Restated Employment Agreement dated May 18, 2026, by and between the Company and Michael Winston. | |
| 10.2 | First Amendment to Amended and Restated Employment Agreement dated May 18, 2026, by and between the Company and George Murnane. | |
| 99.1 | Press Release, dated May 15, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JET.AI INC. | ||
| By: | /s/ George Murnane | |
| George Murnane | ||
| Interim Chief Financial Officer | ||
| May 21, 2026 | ||