Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Jet.AI Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
47714H308 (CUSIP Number) |
Vladimir A. Semenikhin Royal Amwaj Crescent Road Palm Jumeirah, Dubai, C0, 99999 0607934471 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 47714H308 |
| 1 |
Name of reporting person
Semenikhin Vladimir Anatolevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MALTA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,450,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Jet.AI Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
10845 GRIFFITH PEAK DR.,, SUITE 200, LAS VEGAS,
NEVADA
, 89135. |
| Item 2. | Identity and Background |
| (a) | Vladimir Anatolevich Semenikhin |
| (b) | Royal Amwaj Crescent Road Palm Jumeirah Dubai UAE |
| (c) | Director Sello Dorado FZCO DSO IFZA Dubai Digital Park Dubai Silicon Oasis |
| (d) | No |
| (e) | No |
| (f) | Malta |
| Item 3. | Source and Amount of Funds or Other Consideration |
The aggregate purchase price of the Shares was approximately $1.65 million. The funds used to acquire the Shares were the Reporting Person's personal funds, including cash received from dividends and distributions from entities owned or controlled by the Reporting Person. No funds were borrowed or obtained from any third party in connection with the acquisition of the Shares. | |
| Item 4. | Purpose of Transaction |
The Reporting Person continues to monitor developments relating to the Issuer capital structure, financing activities, governance practices, and pending strategic transactions. Since the filing of the prior amendment, the Issuer has disclosed in its Annual Report on Form 10-K that, as of March 6, 2026, 119,209,666 shares of common stock were issued and outstanding, representing a substantial increase in the Issuer outstanding share count over a relatively short period of time compared with prior publicly disclosed levels. The Reporting Person believes that such material dilution raises significant questions regarding capital allocation, stockholder treatment, and whether current financing practices are aligned with the long-term interests of stockholders. The Reporting Person further notes that such dilution is occurring in advance of an expected stockholder vote relating to the Issuer proposed merger transaction, thereby materially altering the ownership percentages and voting power of existing stockholders in proximity to a matter of significant corporate importance. The Reporting Person believes that the magnitude and timing of such equity issuance warrant careful consideration by the Issuer Board of Directors and stockholders, particularly in light of the Issuer previously stated rationale for adopting its stockholder rights plan, including assuring fair and equal treatment of stockholders and protecting long-term stockholder interests. The Reporting Person further notes that such dilution has materially affected the relative ownership position of existing stockholders, including long-term holders, without corresponding evidence that such capital deployment has yet produced any stockholder value. The Reporting Person continues to evaluate the implications of these developments for the Issuer governance, financing policies, Board composition, and strategic direction, including whether further engagement with the Issuer Board of Directors, management, legal counsel, other stockholders, or other actions available to stockholders may be appropriate. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 4450000 shares of common stock of the Issuer, representing approximately 3.7% of the outstanding shares of common stock of the Issuer, based on 119209666 shares outstanding as reported in the Issuer's Form 10-K filled on March 6th 2026. |
| (b) | The Reporting Person has sole voting power and sole dispositive power with respect to 4450000 shares. |
| (c) | The Reporting Person effected the following transactions in the Share during the past 60 days (aggregated by date), all of which were open market transactions: Date: 13/01/26 Number of Shares: 1.774.000 Price per Share: 0.41 Transaction: Purchase Date: 14/01/26 Number of Shares: 1.790.016 Price per Share: 0.485 Transaction: Purchase Date: 15/01/26 Number of Shares: 164.016 Price per Share: 0.47 Transaction: Sell Date: 02/02/26 Number of Shares: 550.000 Price per Share: 0.18 Transaction: Purchase Date: 25/02/26 Number of Shares: 500.000 Price per Share: 0.11 Transaction: Purchase |
| (d) | No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Person is not a party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. | |
| Item 7. | Material to be Filed as Exhibits. |
None. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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