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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)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 7, 2026
VOLATO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41104 |
|
86-2707040 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1954
Airport Road, Suite 124
Chamblee,
GA 30341
(Address
of principal executive offices) (zip code)
844-399-8998
Registrant’s
telephone number, including area code
(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:
| ☐ |
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(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock |
|
SOAR |
|
NYSE
American LLC |
| Warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $287.50 |
|
SOARW |
|
OTC
Markets Group, Inc. |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
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
1.01. Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
June 7, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with Catheter Precision, Inc. (NYSE American: VTAK) and certain institutional investors (collectively, the “Investors”) for
the sale by the Company of 6,500,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001
per share, at a per share price of $0.34. The closing of the offering is subject to the satisfaction of certain customary closing conditions
including, without limitation, approval by the NYSE American LLC of a supplemental listing application for the Shares and delivery by
the Company of freely tradeable securities of a third-party as more fully described in the Purchase Agreement to Catheter Precision,
Inc. The Company expects to receive gross proceeds of approximately $2.21 million from the offering, before deducting transaction fees
and offering expenses payable by the Company.
The
Purchase Agreement contains customary mutual representations and warranties, as well as indemnification provisions and covenants by the
Company, including an agreement by the Company not to enter into any Variable Rate Transactions (as defined in the Purchase Agreement)
for a period of nine months from the Effective Date (as defined in the Purchase Agreement), subject to certain exceptions.
Registration
Rights Agreement
On
June 7, 2026, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration
Rights Agreement”) in favor of the Investors. Pursuant to the Registration Rights Agreement, the Company agreed to file a registration
statement to register the resale of the Shares on or before the 10th calendar day following the date of the Registration Rights Agreement,
and to use commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible, but
in any event before the Effectiveness Deadline (as defined therein). Once effective, the Company agreed to keep the registration statement
effective until the date that all Shares covered by the registration statement (i) have been sold, either under the registration statement
or pursuant to Rule 144 (“Rule 144”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to
be in compliance with the current public information requirement under Rule 144.
The
Registration Rights Agreement includes other customary covenants and obligations of the Company.
The
foregoing summaries of the Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in entirety
by reference to the full text of the Purchase Agreement and Registration Rights Agreement, forms of which are filed as Exhibits 10.1
and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The
securities offered by the Company have not been registered under the Securities Act, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K is not an offer to sell
or a solicitation of an offer to buy any securities, nor will there be any sales of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 above is incorporated by reference into this Item 3.02 in its entirety.
The
Company offered and will issue the Shares in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities
Act and Regulation D promulgated thereunder, based in part on representations made by the Investors. The securities were offered without
any general solicitation by the Company or its representatives. The securities offered have not been registered under the Securities
Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements
of the Securities Act. No sales commissions were paid in connection with the sales of these securities.
Item
7.01. Regulation FD Disclosure.
On
June 8, 2026, the Company issued a press release announcing the capital raise and a focus on AI infrastructure acquisition opportunities.
The press release is included as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be 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. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation
of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”
“will,” “should,” “goal,” “could” or “may” or other similar expressions.
Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,
or results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking
statements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently
delivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made
and reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance
or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required
by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ
materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited
to, the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock,
the risk that the Company may not be able to maintain compliance with all continued listing requirements, and a variety of economic,
competitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s
periodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent
reports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should
understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to
be a complete set of all potential risks or uncertainties.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated June 7, 2026, between Volato Group, Inc. and the Investors party thereto. |
| |
|
|
| 10.2 |
|
Form of Registration Rights Agreement, dated June 7, 2026, between Volato Group, Inc. and the Investors party thereto. |
| |
|
|
| 99.1 |
|
Press Release dated June 8, 2026. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded with 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.
| Date:
June 8, 2026 |
|
| |
|
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Volato
Group Announces $2.2 Million Strategic Investment and AI Infrastructure Acquisition Focus
Investment
strengthens balance sheet as Company evaluates non-binding AI infrastructure and technology transaction opportunities
ATLANTA,
GA – June 8, 2026 – Volato Group, Inc. (NYSE American: SOAR) (the “Company” or “Volato”), a technology
company focused on building scalable software and data solutions that improve the reliability and intelligence of high-stakes business
decisions, today announced the signing of a definitive agreement to obtain a $2.2 million strategic investment lead by Catheter Precision,
Inc. (NYSE American: VTAK), and other institutional investors with experience investing in artificial intelligence and emerging
technology companies.
The
investment of restricted common stock will strengthen Volato’s balance sheet and supports the Company’s renewed focus on
artificial intelligence, including the evaluation of potential acquisition and merger opportunities in AI infrastructure, AI software,
data infrastructure, compute, power generation, and related sectors.
The
investment is subject to certain customary closing conditions, including without limitation the authorization of a supplemental listing
application filed by Volato with the NYSE American stock exchange.
The
investment follows the recent termination of Volato’s previously announced transaction with M2i Global. Volato believes the termination
does not alter its ability to pursue the milestones under its accepted NYSE American compliance plan, and management remains focused
on executing that plan while pursuing opportunities designed to enhance long-term shareholder value.
Volato
has received two unsolicited non-binding letters of intent related to potential transactions within the artificial intelligence ecosystem,
including opportunities involving AI data center infrastructure and power generation assets supporting AI workloads. No definitive agreements
have been executed, and there can be no assurance that either opportunity will result in a completed transaction. However, management
believes these opportunities support the Company’s decision to pursue an AI-focused strategy and reflect the breadth of opportunities
emerging across the AI infrastructure sector.
“The
termination of the M2i transaction gives us the opportunity to refocus on a market opportunity we believe is more closely aligned with
Volato’s technology assets, public-company platform, and long-term shareholder value,” said Matt Liotta, Chief Executive
Officer of Volato. “We already own and operate an AI software company through Parslee, and we are now actively evaluating opportunities
in AI infrastructure. This investment was made after we communicated our AI-focused strategy, and we believe that is an important signal.
These investors are backing our future direction, strengthening our balance sheet, and providing additional flexibility as we evaluate
acquisition targets and strategic transactions in the AI infrastructure sector.”
Volato
currently owns Parslee, an AI software platform focused on improving the reliability and auditability of AI systems through deterministic
document intelligence technology. The Company is also developing Volato AI, an initiative that combines Parslee’s technology with
Volato’s operational experience in aviation to develop specialized AI agents and software for the aviation industry. Together,
these initiatives provide the Company with direct operating experience in artificial intelligence as it evaluates larger opportunities
within the AI infrastructure ecosystem.
“We
are excited to support Volato as its now largest shareholder as it executes on its AI strategy,” said David Jenkins, Chief Executive
Officer of Catheter Precision. “We believe the Company possesses a unique combination of AI technology assets, industry expertise,
and public market access. We look forward to supporting management as it pursues opportunities in the rapidly evolving AI sector.”
Volato
intends to continue evaluating opportunities in AI infrastructure, AI software, data infrastructure, compute, power generation, and related
sectors that could enhance shareholder value and further align the Company’s public market platform with its long-term strategic
direction.
Additional
details regarding the transaction will be provided in the Company’s Current Report on Form 8-K.
About
Volato
Volato
Group, Inc. (NYSE American: SOAR) is a technology company focused on building scalable software and data solutions that improve the reliability
and intelligence of high-stakes business decisions. The Company’s existing Parslee Document Intelligence platform enhances the
performance of leading large language models by adding deterministic structure and auditability to complex documents such as contracts
and SEC filings. For more information, visit www.flyvolato.com.
No
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 investment is expected
to close solely pursuant to legally binding definitive agreements containing the material terms and conditions of the proposed investment.
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 forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include
statements regarding the Company’s strategic investment, intended use of proceeds, AI-focused strategy, evaluation of acquisition
and merger opportunities, potential transactions, non-binding letters of intent, AI infrastructure opportunities, NYSE American compliance
plan, business strategy, and potential shareholder value creation.
Forward-looking
statements can often be identified by words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “projects,” “targets,” “would,”
“will,” “should,” “could,” “may,” “potential,” “opportunity,”
“evaluate,” and similar expressions.
Forward-looking
statements are based on current expectations, assumptions, estimates, and projections and are not guarantees of future performance or
events. Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of various
risks and uncertainties, including the risk that the Company may not enter into or complete any acquisition, merger, financing, or other
strategic transaction; that non-binding letters of intent may not result in definitive agreements; that any potential transaction may
be subject to regulatory, financing, shareholder, third-party, diligence, market, or other conditions; that AI infrastructure opportunities
may involve substantial capital requirements, operational complexity, power availability, regulatory approvals, and integration risks;
that the Company may not regain or maintain compliance with NYSE American continued listing standards; that the Company’s stock
price may experience volatility; and the other risks described in the Company’s filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other
filings the Company may make from time to time.
All
forward-looking statements speak only as of the date they are made. Volato undertakes no obligation to update or revise any forward-looking
statement, except as required by law.
Investor
Contact:
investors@flyvolato.com
