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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 18, 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.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2026 (the “Prior
8-K”), 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 issuance and 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 (collectively, the “Private Placement”).
The
closing of the Private Placement occurred on June 18, 2026, and the Company received gross proceeds of approximately $2.21 million,
before deducting transaction fees and offering expenses payable by the Company.
Pursuant to the Registration Rights Agreement
(the “Registration Rights Agreement”) entered into by the parties in connection with the Purchase Agreement, the Company
agreed to file a registration statement to register the resale of the Shares no later than ten (10) calendar days following the execution
of the Registration Rights Agreement. On June 18, 2026, the parties entered into an Amendment No. 1 to Registration Rights Agreement
(the “Amendment”) to extend the filing deadline to 5:30 p.m. Eastern Time on June 18, 2026. All other terms of the Registration
Rights Agreement remain unchanged.
The descriptions of the terms of the Purchase Agreement
and Registration Rights Agreement contained in the Prior 8-K are incorporated herein by reference. The foregoing summaries
of the Purchase Agreement, the Registration Rights Agreement, and the Amendment, including the summaries contained in the Prior 8-K,
do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement,
the Registration Rights Agreement, and the Amendment, the forms of which are included as Exhibit 10.1 to the Prior
8-K, Exhibit 10.2 to the Prior 8-K, and Exhibit 10.1 to this Current Report on Form 8-K, respectively, and are incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The information contained in the Prior 8-K and
Item 1.01 of this Current Report on Form 8-K related to the Private Placement is incorporated herein by reference. The Company
offered and issued the Shares in reliance upon the exemptions from registration provided by Section 4(a)(2) of the
Securities Act and Regulation D promulgated thereunder. The Shares were offered and sold without any general solicitation by the Company
or its representatives. The Shares 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.
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 sale of
securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or jurisdiction.
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 Amendment No. 1 to Registration
Rights Agreement, dated June 18, 2026, between Volato Group, Inc. and the Investors party thereto. |
| |
|
|
| 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 18, 2026 |
|
| |
|
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
