JTAI Jet AI Inc

Jet.AI Inc. (the “Company”) (Nasdaq: JTAI), a pure-play artificial intelligence (“AI”) data center company operating aviation-specific AI software, today announced financial results for the full year ended December 31, 2024. As of March 25th, 2025, the Company had a cash balance of $12.5 million and no debt. In addition, it held $4.2 million in aircraft-related deposits. Together, these amounts - totaling $16.7 million - are expected to be sufficient to satisfy the minimum cash condition of the proposed transaction with flyExclusive, Inc. (“flyExclusive”).

Recent Operational Highlights

• Announced strategic shift into AI data center investment and signed a letter of intent for a 50-megawatt data center project on a proposed gigawatt campus
• Entered into a definitive agreement with flyExclusive to divest the Company’s jet card and fractional aviation business in a spin-merge transaction expected to close in the second quarter of 2025
• Launched “Ava”, an agentic AI model for private jet booking at +1-888-492-4538
• Commenced pre-sales for fractional ownership interests in its upcoming Cessna Citation CJ4 Gen2 aircraft
• Regained compliance with Nasdaq stockholders’ equity requirement and minimum bid price requirement
• Announced a fleet purchase agreement with Textron Aviation Inc. for the purchase of three Cessna Citation CJ4 Gen 2 aircraft
• Authorized a $2 million share repurchase program and withdrawal of the Company’s registration statement on Form S-1 (SEC File No. 333-281911) for a prospective offering that the Company was previously pursuing
• Completed reverse stock split at a ratio of 1-for-225
• Announced new features and advancements to CharterGPT and Reroute AI

Management Commentary

Founder and Executive Chairman Mike Winston said, “2024 - and the first stretch of 2025 - was about laying the foundation for something new. We spent the year redefining Jet.AI’s long-term vision and charting a path toward a future centered on AI data centers. Along the way, we continued to invest in our software platform, enhancing existing tools and launching Ava - our agentic AI model that simplifies private jet booking. It’s a product we’re proud of, and one we believe speaks to where intelligent systems are headed. The back half of the year was focused on cleaning up our capitalization structure, following the 2023 de-SPAC transaction. At the same time, our aviation business continued to attract strong interest. That effort culminated in a definitive agreement in February 2025 to divest the segment to flyExclusive through an all-stock spin-off deal. It’s a win-win. Our shareholders retain their Jet.AI holdings and will receive flyExclusive shares at closing, giving them a seat at two tables: aviation and artificial intelligence.”

“Looking forward, our attention is fully on building the AI infrastructure we believe is essential for scaling our platform and unlocking the next phase of value. Data centers are central to that strategy, and we’re moving quickly - just a few months into the year, we’ve already signed a letter of intent for our first 50-megawatt project. It’s the anchor of a 120-acre campus with the potential to grow into a full gigawatt of capacity over time. To get it done right, we’ve brought in a seasoned group of folks who’ve built data centers before and know how to keep timelines tight and budgets in check. In parallel, we’re evaluating acquisitions, strategic partnerships, and additional development sites to keep the momentum going. Our leadership team is focused, our plan is clear, and we’re committed to executing with discipline. With this pivot, we believe Jet.AI is well positioned for long-term success in AI infrastructure and intelligent systems.”

Full Year 2024 Financial Results

Revenues were $14.0 million, an increase of $1.8 million compared to the same period last year. The increase was primarily due to an increase in software app and Cirrus charter revenues and management and other services revenues.

Software App and Cirrus Charter revenue, the gross amount of charters booked through CharterGPT and Cirrus, was $8.1 million, an increase of $1.0 million compared to the same period last year.

Management and Other Services revenue, which is comprised of revenues generated from managing and chartering our customer aircraft, totaled $3.6 million, an increase of $1.4 million compared to the same period last year.

Jet Card and Fractional Programs revenue, which is generated from the sale and use of jet cards and service revenue related to ongoing utilization by the Company’s fractional customers, totaled $2.3 million compared to $2.8 million in the same period last year.

Cost of revenues totaled $15 million compared to $12.4 million in the same period last year. The increase was primarily due to 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 the Company’s fleet.

Gross loss totaled approximately $965,000 compared to a loss of $179,000 in the same period last year. The result was primarily due to increased maintenance costs and lower utilization of the Company’s HondaJet Elites.

Operating expenses decreased to $11.6 million compared to $12.3 million in the same period last year. The decrease was primarily due to a decrease in general and administrative expenses.

Operating loss was $12.6 million compared to a loss of $12.5 million in the same period last year. The slight increase was primarily due to an increase in gross operating loss, offset by reduced general and administrative expenses.

As of March 25th, 2025, the Company had a cash balance of $12.5 million and no debt.

About Jet.AI

Founded in 2018 and is based in Las Vegas, NV, Jet.AI is the only public pure-play AI data center company. Leveraging a leadership team with deep expertise in data center development and AI-driven technologies, Jet.AI is building a scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence. Our suite of AI-powered tools stems from our origin as an aviation company, and leverages natural language processing technologies to enhance efficiency, optimize operations, and streamline private jet booking experience.

About flyExclusive

flyExclusive is a vertically integrated, FAA-certificated air carrier providing private jet experiences by offering customers a choice of on-demand charter, Jet Club, and fractional ownership services to destinations across the globe. flyExclusive has one of the world’s largest fleets of Cessna Citation aircraft, and it operates a combined total of approximately 100 jets, ranging from light to large cabin sizes. The company manages all aspects of the customer experience, ensuring that every flight is on a modern, comfortable, and safe aircraft. flyExclusive’s in-house repair station, aircraft paint, cabin interior renovation, and avionics installation capabilities, are all provided from its campus headquarters in Kinston, North Carolina. To learn more, visit www.flyexclusive.com.

Additional Information and Where to Find It

In connection with the proposed transaction, flyExclusive and Jet.AI have filed and intend to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus. After the registration statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of Jet.AI as of the record date established for voting on the proposed transaction and will contain important information about the proposed transaction and related matters. Shareholders of Jet.AI and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with Jet.AI’s solicitation of proxies for the meeting of shareholders to be held to approve, among other things, the proposed transaction because they will contain important information about Jet.AI, flyExclusive and the proposed transaction. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other relevant materials in connection with the proposed transaction without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Jet.AI Inc., 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: John Yi, email: Jet.AI@gateway-grp.com or Telephone: (949) 574-3860.

Participants in the Solicitation

Jet.AI and its respective directors and executive officers may be deemed participants in the solicitation of proxies from Jet.AI’s shareholders in connection with the proposed transaction. Jet.AI’s shareholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of Jet.AI as reflected in the annual report on Form 10-K for the period ended December 31, 2024. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s shareholders in connection with the proposed transaction is set forth in the preliminary proxy statement/prospectus for the proposed transaction. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction is included in the preliminary proxy statement/prospectus. You may obtain free copies of these documents as described in the preceding paragraph.

flyExclusive and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Jet.AI in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the proposed transaction is included in the preliminary proxy statement/prospectus.

No Solicitation or Offer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Forward-Looking Statements

This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, and Jet.AI’s projected future results. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions 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 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. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.

Jet.AI Investor Relations:Gateway Group, Inc. 949-574-3860Jet.AI@gateway-grp.com

JET.AI, INC.CONDENSED CONSOLIDATED BALANCE SHEETS

		December 31,
		2024				2023
Assets
Current assets:
Cash and cash equivalents		$	5,872,627			$	2,100,543
Accounts receivable			132,230				96,539
Other current assets			357,751				190,071
Prepaid offering costs			-				800,000
Total current assets			6,362,608				3,187,153
Property and equipment, net			5,055				7,604
Intangible assets, net			86,745				73,831
Right-of-use lease asset			1,048,354				1,572,489
Investment in joint venture			100,000				100,000
Deposit on aircraft			2,400,000				-
Deposits and other assets			794,561				798,111
Total assets		$	10,797,323			$	5,739,188
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable		$	280,450			$	1,656,965
Accrued liabilities			1,663,338				2,417,115
Deferred revenue			1,319,746				1,779,794
Operating lease liability			525,547				510,034
Note payable, net			-				321,843
Notes payable - related party, net			-				266,146
Total current liabilities			3,789,081				6,951,897
Lease liability, net of current portion			495,782				1,021,330
Redeemable preferred stock			-				1,702,000
Total liabilities			4,284,863				9,675,227
Commitments and contingencies (Notes 2, 5, and 11)			-				-
Stockholders’ Equity (Deficit)
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 $0.0001,150 and 0 issued and outstanding			-				-
Common stock, 200,000,000 shares authorized, par value $0.0001,1,629,861 and 43,353 issued and outstanding			162				4
Subscription receivable			(6,724	)			(6,724	)
Additional paid-in capital			59,065,100				35,343,069
Accumulated deficit			(52,546,078	)			(39,272,388	)
Total stockholders’ equity (deficit)			6,512,460				(3,936,039	)
Total liabilities and stockholders’ equity (deficit)		$	10,797,323			$	5,739,188

JET.AI, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended
		December 31,
		2024				2023
Revenues		$	14,022,628			$	12,214,556
Cost of revenues			14,987,245				12,393,089
Gross loss			(964,617	)			(178,533	)
Operating Expenses:
General and administrative (including stock-based compensation of $4,287,236, and $6,645,891, respectively)			10,752,048				11,597,173
Sales and marketing			687,785				573,881
Research and development			162,152				160,858
Total operating expenses			11,601,985				12,331,912
Operating loss			(12,566,602	)			(12,510,445	)
Other expense (income):
Interest expense			167,054				103,615
Other income			(221	)			(116	)
Total other expense			166,833				103,499
Loss before provision for income taxes			(12,733,435	)			(12,613,944	)
Provision for income taxes			-				2,464
Net Loss		$	(12,733,435	)		$	(12,616,408	)
Deemed dividend from warrant exchange offer			(540,255	)			-
Cumulative preferred stock dividends			(109,303	)			(46,587	)
Net Loss to common stockholders		$	(13,382,993	)		$	(12,662,995	)
Weighted average shares outstanding - basic and diluted			279,201				28,119
Net loss per share - basic and diluted		$	(47.93	)		$	(450.34	)

JET.AI, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS

		Year Ended
		December 31,
		2024				2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(12,733,435	)		$	(12,616,408	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation			2,557				135,251
Amortization of debt discount			80,761				87,989
Stock-based compensation			4,287,236				6,645,891
Non-cash operating lease costs			524,135				509,079
Changes in operating assets and liabilities:
Accounts receivable			(35,691	)			(96,539	)
Other current assets			(167,680	)			167,790
Accounts payable			740,383				366,594
Accrued liabilities			46,223				665,426
Deferred revenue			(460,048	)			846,433
Operating lease liability			(510,035	)			(494,979	)
Net cash used in operating activities			(8,225,594	)			(3,783,473	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			-				(4,339	)
Purchase of intangible assets			(12,922	)			(51,524	)
Investment in joint venture			-				(100,000	)
Deposit on aircraft			(2,400,000	)			-
Deposits and other assets			3,550				(35,135	)
Net cash used in investing activities			(2,409,372	)			(190,998	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable, net of discount			-				275,000
Proceeds from related party notes payable, net of discount			-				225,000
Repayments of notes payable			(371,250	)			-
Repayments of related party notes payable			(297,500	)			-
Redemption of Series A and Series A-1 Preferred Stock			(1,151,000	)			-
Offering costs			(1,865,705	)			(437,665	)
Proceeds from exercise of common stock warrants			742,474				1,035,000
Proceeds from exercise of Series B Preferred Stock warrants			4,000,000				-
Proceeds from sale of Series B Preferred Stock			1,500,025				-
Proceeds from sale of Common Stock			11,850,006				2,829,395
Proceeds from business combination			-				620,893
Net cash provided by financing activities			14,407,050				4,547,623
Increase in cash and cash equivalents			3,772,084				573,152
Cash and cash equivalents, beginning of year			2,100,543				1,527,391
Cash and cash equivalents, end of year		$	5,872,627			$	2,100,543
Supplemental disclosures of cash flow information:
Cash paid for interest		$	167,054			$	-
Cash paid for income taxes		$	-			$	2,464
Non cash financing activities:
Issuance of Common Stock for settlement of accounts payable		$	2,116,898			$	-
Issuance of Common Stock from warrant exchange		$	540,255			$	-
Issuance of Common Stock for Series A Preferred Stock conversion		$	551,000			$	-
Issuance of Common Stock for Series B Preferred Stock conversion		$	29			$	-
Issuance of Common Stock for offering costs		$	175,500			$	-
Decrease in prepaid offering costs and accrued liabilities from issuance of common stock		$	800,000			$	-
Subscription receivable from sale of Common Stock		$	-			$	86,370
Increase in accounts payable due to Business Combination		$	-			$	1,047,438
Increase in redeemable preferred stock due to Business Combination		$	-			$	1,702,000
Increase in prepaid offering costs and accounts payable		$	-			$	800,000
Discounts issued with notes payable		$	-			$	168,750