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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 23, 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 $11.50 |
|
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.
On
June 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2026,
with certain investors (collectively, the “Investors”) for the sale by the Company of an aggregate of 11,038,767 shares (the
“Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a per share price of $0.165 in a registered
direct offering. 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. The Company expects to receive gross
proceeds of approximately $1,821,397.02 from the offering, before deducting transaction fees and offering expenses payable by the Company.
The Shares are being offered directly to the Investors, without a placement agent or underwriter. As a result, the Company is not paying
underwriting discounts or commissions in connection with the offering.
The
Purchase Agreement contains customary mutual representations and warranties, as well as indemnification provisions and covenants by the
Company, including agreements by the Company not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed
issuance of any shares of common stock or Common Stock Equivalents (as defined in the Purchase Agreement) for a period of thirty days
after the closing, (ii) file any registration statement, or any amendment or supplement thereto, other than the Prospectus Supplement
(as defined below) or a registration statement on Form S-8 in connection with any employee benefit plan for a period of thirty days after
the closing, and (iii) enter into any Variable Rate Transactions (as defined in the Purchase Agreement and subject to certain exceptions)
for a period of nine months after the closing. We also agreed to reimburse the Investors for all costs and expenses incurred by them
or their respective affiliates in connection with the structuring, documentation, negotiation, and closing of the transactions, subject
to a cap of $25,000.
Among
other things, each Investor represented to the Company that it is an “accredited investor” (as such term is defined in Rule
501(a) of Regulation D under the Securities Act). 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 and no sales
commissions were paid in connection with the sales of these securities.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
offering of the Shares is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-290219), which was originally
filed by the Company with the Securities and Exchange Commission on September 12, 2025, and was declared effective by the U.S. Securities
and Exchange Commission (the “SEC”) on September 30, 2025. 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
June 23, 2026, Alan Gaines notified the Company of his resignation from the Company’s Board of Directors (the “Board”),
effective June 24, 2026. Following the termination of the merger agreement with M2i Global, Inc. on June 4, 2026, the Company publicly
stated its intent to seek potential transactions in the AI and digital infrastructure sector. Mr. Gaines advised the Company that he
is the founder and executive chairman of a digital infrastructure company that could be viewed as a potential competitor as the Company
evaluates its strategic alternatives in the sector. In light of this affiliation, Mr. Gaines notified the Company that he determined
to resign to permit the Board to evaluate potential strategic transactions without any perceived conflict. Mr. Gaines’ resignation
was not the result of any disagreement with the Company, its management, the Board, or any committee of the Board on any matter relating
to the Company’s operations, policies, or practices.
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 27, 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 29, 2026
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |
