Form 8-K

8-K — Jet.AI Inc.

Accession: 0001493152-26-028446

Filed: 2026-06-12

Period: 2026-06-11

CIK: 0001861622

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(D)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported):

June 11, 2026

Jet.AI

Inc.

(Exact

name of registrant as specified in its Charter)

Delaware

001-40725

93-2971741

(State or other jurisdiction of

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

10845

Griffith Peak Dr.

Suite

200

Las

Vegas, NV 89135

(Address

of principal executive offices) (zip code)

(702)

747-4000

(Registrant’s

telephone number, including area code)

Not

Applicable

(former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.below):

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol

Name

of each exchange on which registered:

Common

Stock, par value $0.0001 per share

JTAI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

Special

Meeting of Stockholders

June 11, 2026, Jet.AI, Inc., (the “Company”) convened its special meeting of stockholders (the “Special

Meeting”) to vote on the transactions described in the Amended and Restated Agreement and Plan of Merger and Reorganization

dated May 6, 2025, as amended (the “Merger Agreement”), by and between the Company, Jet.AI SpinCo, Inc., a wholly-owned

subsidiary of the Company (“SpinCo”), flyExclusive, Inc. (“flyExclusive”), and FlyX Merger Sub, Inc., a

wholly-owned subsidiary of flyExclusive, Inc. (“Merger Sub”), and the Separation and Distribution Agreement (the “Spinoff Agreement”)

dated February 13, 2025, by and between the Company, SpinCo and flyExclusive, Inc. These transactions are described in more detail

within the Company’s definitive proxy statement dated May 1, 2026, filed with the U.S. Securities and Exchange Commission on

May 4, 2026 (the “Proxy Statement”). The Proxy Statement was first mailed to the Company’s stockholders on May 13,

2026.

of the close of business on May 8, 2026, the record date for the Special Meeting, there were 1,421,721 shares of the Company’s

common stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock,

representing approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the

Special Meeting. While approximately 99% of the 486,285 votes already cast as of the date of this Current Report on Form 8-K have been

cast in favor of the transactions contemplated by the Merger Agreement and the Spinoff Agreement, approval of such transactions requires

the affirmative vote of a majority of the outstanding shares of Jet.AI common stock outstanding as of the record date for the Special

Meeting.

a result, the Company adjourned the Special Meeting until 4:00 p.m. Eastern Time, on June 23, 2026. The reconvened Special Meeting will

be held at the same virtual meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders

who are eligible to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at,

the reconvened Special Meeting. Stockholders who have already submitted proxies or voting instructions need not take any further action

unless they wish to change their vote. Proxies previously submitted will be voted at the Special Meeting as reconvened unless

properly revoked in accordance with the procedures described in the Proxy Statement.

The Company issued a press release announcing the rescheduling of the Special

Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Record

Date for Distribution

The

Company previously announced on June 5, 2026, that it established June 15, 2026, as the record date for the distribution of the shares

of SpinCo pursuant to the Spinoff Agreement.

June 12, 2026, the Company changed the record date for the distribution of the shares of SpinCo from June 15, 2026, to June 25, 2026.

As such, stockholders of record of the Company’s common stock, par value $0.0001 per share on June 25, 2026, will be entitled to

receive, on a pro rata basis, all outstanding shares of SpinCo immediately prior to the completion of the merger between Merger Sub and

SpinCo.

The

Company anticipates that delivery of the SpinCo shares will occur immediately prior to the merger. Upon completion of the merger, the

SpinCo shares distributed to the Company’s stockholders will convert into the right to receive shares of flyExclusive Class A common

stock, subject to the terms of the merger agreement.

The

completion of the distribution and merger remains subject to stockholder approval and the satisfaction or waiver of customary closing

conditions.

Forward-Looking

Statements

This

Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect

to the Company and the Special Meeting. 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. 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. The

following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:

the Company may not be able to achieve a quorum to hold the Special Meeting; the Company may not be able to maintain compliance with

all continued listing requirements; and market and other conditions. Given these risks and uncertainties, you are cautioned not to place

undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any

of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section

titled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC, as updated by the

Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on

Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce

the results of any revisions to any of such statements to reflect future events or developments, except as required by law.

Additional

Information and Where to Find It

connection with the transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File

No. 333-284960) (the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in

connection with the proposed transactions. The Registration Statement includes a proxy statement of the Company and a prospectus of flyExclusive

(the “Proxy Statement/Prospectus”), and flyExclusive may file with the SEC other relevant documents concerning 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.

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 will be 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

The

Company, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies

from the Company’s stockholders in connection with the transactions contemplated by the Merger Agreement and the Spinoff Agreement.

The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names

and interests in the proposed transactions of the Company’s directors and officers in the parties’ filings with the SEC,

including the Company’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 the Company’s stockholders in connection with the proposed

transactions and a description of their direct and indirect interests is included in the definitive Proxy Statement relating to the proposed

transactions. Stockholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully before

making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

Offer or Solicitation

This

Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of

the transactions contemplated by the Merger Agreement or the Spinoff Agreement and will not constitute an offer to sell or the solicitation

of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated June 11, 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

Date:

June 12, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Jet.AI

Announces Adjournment of Previously Scheduled Special Meeting of Stockholders

LAS

VEGAS, NV, June 11, 2026 — Jet.AI Inc. (NASDAQ: JTAI) (the “Company” or “Jet.AI”), an emerging provider

of high-performance GPU infrastructure and AI cloud services, announced that its previously scheduled Special Meeting of Stockholders

(the “Special Meeting”), originally scheduled for June 11, 2026, was convened and adjourned, to allow additional time for

stockholders to vote on the proposals described in the Company’s definitive proxy statement in relation to the flyExclusive, Inc.

transaction.

of the close of business on May 8, 2026, the record date for the Special Meeting, there were 1,421,721 shares of the Company’s

common stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock,

representing approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the

Special Meeting. Approximately 99% of the 486,285 votes already cast as of the date were in favor of the transaction.

The

Special Meeting will reconvene on June 23, 2026, at 4:00 p.m. Eastern time. The reconvened Special Meeting will be held at the same virtual

meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders who are eligible

to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at, the reconvened Special Meeting. Stockholders

who have already submitted proxies or voting instructions need not take any further action unless they wish to change their vote. Proxies

previously submitted will be voted at the Special Meeting as reconvened unless properly revoked in accordance with the procedures described

in the Proxy Statement.

Your

Vote is Critical

Because

this transaction requires a definitive majority threshold of outstanding shares to pass, not voting has the same exact effect as voting

“AGAINST” the deal. Every single share matters. Stockholders are highly encouraged to submit their proxy votes ahead

of time using one of the following quick methods:

● Vote

Online: Go to the secure website listed on your proxy card or voting instruction form

and enter your unique control number.

● Vote

by Phone: Use the toll-free number provided to you in your original proxy mailing.

● Vote

by Mail: Simply sign, date, and mail back your proxy card in the prepaid envelope.

Questions

or Need Assistance Voting?

you have questions regarding the transaction or require assistance casting your vote, please contact Jet.AI’s proxy solicitation

agent, Laurel Hill Advisory Group, immediately at 888.742.1305 or via email at JTAI@laurelhill.com.

About

Jet.AI Inc.

Jet.AI

Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU 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.” To learn more, visit www.jet.ai.

Additional

Information and Where to Find It

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 on May 4, 2026 and they each may file with the SEC other relevant documents concerning the

proposed transactions. The definitive proxy statement and other relevant documents were 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.

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 will be 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 will be included in the definitive

proxy statement/prospectus relating to the proposed transactions when it becomes available. 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.

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 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, Jet.AI’s projected future results, and Jet.AI’s

perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. 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, including the failure to obtain stockholder approval, the failure to satisfy closing

conditions, and broader market conditions. 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.

Investor

Relations Contact:

Gateway

Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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