Volato Group Inc-A SEC Filings

Volato Group, Inc. (SOAR) reported insider equity activity by its Chief Executive Officer, who is also a director and 10% owner. The filing shows multiple acquisitions of common stock held indirectly through the CEO's spouse, including 2,072 shares at $1.41 on 07/31/2025, 3,641 shares at $1.68 on 09/15/2025, 2,670 shares at $1.68 on 10/03/2025, 5,847 shares at $1.77 on 10/01/2025, and 15,287 shares at $1.67 on 11/01/2025. Following these transactions, 311,684 common shares are beneficially owned indirectly. The company explains that these shares were delivered upon incremental vesting and settlement of restricted stock units granted under its 2023 and 2025 Stock Incentive Plans, with vesting tied to defined performance milestones.

Volato Group (SOAR) reported Q3 2025 results showing a smaller, software‑centric business following the transition of flight operations to flyExclusive and the sale of its Part 135 certificate. Revenue was $381 thousand, with an operating loss of $2.564 million. Other income and gains drove net income of $7.145 million, including $4.814 million from discontinued operations.

For the nine months, net income was $11.202 million. The balance sheet improved markedly: the prior working capital strain eased and shareholders’ equity turned positive at $4.105 million as of September 30, 2025, after repaying the SAC G280 credit facility and converting notes into equity. Cash was $4.350 million and liabilities totaled $9.485 million. Shares outstanding were 7,441,603 as of November 5, 2025.

The company disclosed a going concern uncertainty, citing an accumulated deficit of $93.105 million and plans to fund operations through aircraft sales margins and future financing. Volato announced a pending merger with M2i Global, subject to stockholder approval, under which M2i holders are expected to own about 85% of the combined company.

Volato Group (SOAR) reported that it announced its financial results for the third quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to provide the full details. This update was communicated through a current report and reflects routine disclosure of quarterly performance information.

Volato Group, Inc. (SOAR) filed a resale prospectus covering up to 17,205,459 shares of Class A common stock issuable upon conversion of two 10% original issue discount senior unsecured convertible notes (the Third Tranche Note and the Fourth Tranche Note). The company will not receive proceeds from the resale of these shares by the selling stockholder.

The notes carry initial conversion prices of $1.76 (Third Tranche) and $3.16 (Fourth Tranche), with price resets and floors of $0.2928 and $0.6128, respectively, as outlined in the documents. Volato previously received gross proceeds of $2,700,000 (Third Tranche) and $1,998,000 (Fourth Tranche) when the notes were issued.

Shares outstanding were 7,444,273 as of November 10, 2025. Assuming sale of all registered shares, shares outstanding would be 24,649,732. Conversions are subject to a Beneficial Ownership Limitation of 4.99% (or 9.99% upon election with notice). The selling stockholder may dispose of shares on NYSE American or in private transactions at market or negotiated prices.

Volato Group, Inc. (SOAR) filed an 8-K to furnish unaudited pro forma condensed combined financial information for its proposed merger with M2i Global, Inc. The pro formas cover the two fiscal quarters ended June 30, 2025 and the year ended December 31, 2024, and are provided as Exhibit 99.1.

The merger would combine Volato with M2i Global, a company focused on critical minerals supply chains, with M2i Global becoming a wholly owned subsidiary. The transaction remains subject to stockholder approval and other customary closing conditions. Volato plans to file a Form S-4 that will include a preliminary proxy statement/prospectus for stockholder consideration. Shareholders will receive the definitive proxy statement after the S-4 is declared effective and may access materials via the SEC’s website.

Volato Group, Inc. (SOAR) filed a resale registration for up to 17,205,459 shares of Class A common stock to be offered from time to time by a selling stockholder. The shares are issuable upon conversion of two 10% original issue discount senior unsecured convertible notes issued on July 21, 2025 and October 16, 2025, with initial conversion prices of $1.76 and $3.16 per share and initial floor prices of $0.2928 and $0.6128, respectively.

Volato will not receive proceeds from the selling stockholder’s resales. The company previously received gross proceeds of $2.7 million (Third Tranche) and $1.998 million (Fourth Tranche), and earlier $4.05 million (First Tranche) and $1.35 million (Second Tranche) under the same SPA. Shares outstanding were 7,441,603 as of October 16, 2025. The notes include a 4.99% beneficial ownership cap (electable up to 9.99%). The prospectus highlights dilution risk, noting aggregate sales pursuant to the SPA could reduce existing holders’ collective ownership to approximately 7% of outstanding shares, assuming full future issuances as described. Volato’s stock last closed at $2.28 on October 21, 2025.

Volato Group (SOAR) entered a new financing tranche. On October 16, 2025, the company issued a fourth 10% original issue discount senior unsecured convertible promissory note with an aggregate original principal amount of $2,220,000, sold for a purchase price of $1,998,000, maturing on October 16, 2026. The note is convertible into Class A common stock.

This follows prior tranches under the same Securities Purchase Agreement: $4,500,000 principal (sold for $4,050,000) maturing December 4, 2025; $1,500,000 principal (sold for $1,350,000) maturing June 13, 2026; and $3,000,000 principal (sold for $2,700,000) maturing July 21, 2026. The securities were offered in reliance on Section 4(a)(2) and Regulation D.