[8-K] Volato Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Volato Group, Inc. (SOAR) filed an 8-K announcing it has closed a $3.0 million third tranche of its December 4 2024 Securities Purchase Agreement with an institutional investor. The senior unsecured note carries a 10% original-issue discount; the investor paid $2.7 million for $3.0 million principal, and the note matures on 21 Jul 2026. Like the prior tranches, it is convertible into Class A shares and was issued under the Section 4(a)(2)/Reg D private-placement exemption.

• Total notes issued to date: $9.0 million principal ($4.5 m Initial, $1.5 m Second, $3.0 m Third), all at a 10% OID.
• Cash proceeds received: $8.1 million.
• Coupon: none stated; investor return comes via OID and possible equity conversion.
• Notes are senior, unsecured.

The financing provides near-term liquidity but increases leverage and introduces potential equity dilution if the notes are converted. No earnings or operational updates were provided.

Positive

• Secures $2.7 million fresh cash, enhancing near-term liquidity without immediate equity issuance.
• Convertible, unsecured structure avoids asset liens, preserving operational flexibility.

Negative

• High 10% original-issue discount equates to expensive financing cost.
• Potential share dilution from $9 million aggregate convertible notes may pressure future EPS and valuation.

Insights

Financial Analyst

TL;DR: SOAR secures $3 m more via high-cost convertible debt, boosting liquidity but adding dilution risk.

This third tranche lifts aggregate principal to $9 m, indicating continuing reliance on structured debt to fund operations. The 10% OID implies an 11.1% effective yield before any equity upside for the buyer, signalling limited access to cheaper capital. Absence of collateral keeps flexibility but could raise pricing on future borrowings. Conversion terms are not disclosed here, leaving uncertainty on dilution magnitude, yet the cumulative principal is already material for an emerging-growth issuer. Net cash proceeds of $2.7 m extend runway into 2026; however, maturity stair-steps (Dec-25, Jun-26, Jul-26) create refinancing overhang.

Corporate Finance Specialist

TL;DR: Private Reg D notes supply cash but spotlight SOAR’s capital-structure pressure.

Using sequential tranches allows management to time cash infusions, yet a 10% OID indicates investors demand steep compensation. Senior unsecured status ahead of common equity but behind any secured debt may deter future lenders. The convertible feature could become attractive if share price appreciates, but excessive dilution could cap upside for existing holders. While proceeds may support fleet expansion or working capital, the company must balance growth ambitions with tightening covenants customary in such agreements. Overall impact: strategically useful, financially dilutive, moderately credit-negative.

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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): July 21, 2025

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 reported, on December 4, 2024, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with an institutional investor (the “Buyer”). Under the Securities Purchase Agreement, the Company agreed to issue 10% original issue discount senior unsecured convertible promissory notes (“Notes”) in an aggregate original principal amount of up to $36,000,000, which, once issued, will be convertible into shares of the Company’s Class A common stock, par value $0.0001 per share. The closing of the first tranche was consummated on December 4, 2024, and the Company issued the initial Note for an aggregate original principal amount of $4,500,000 (the “Initial Tranche”). The Note issued in the Initial Tranche was sold to the Buyer for a purchase price of $4,050,000, representing an original issue discount of ten percent (10%), and matures on December 4, 2025.

On June 13, 2025, the parties consummated the closing of the second tranche and the Company issued to the Buyer a 10% original issue discount senior unsecured convertible promissory note, in an aggregate original principal amount of $1,500,000 (the “Second Tranche Note”), under the Securities Purchase Agreement. The Second Tranche Note issued under the Securities Purchase Agreement was sold to the Buyer for a purchase price of $1,350,000, representing an original issue discount of ten percent (10%), and matures on June 13, 2026.

On July 21, 2025, the parties consummated the closing of a third tranche and the Company issued to the Buyer a 10% original issue discount senior unsecured convertible promissory note, in an aggregate original principal amount of $3,000,000 (the “Third Tranche Note”), under the Securities Purchase Agreement. The Third Tranche Note issued under the Securities Purchase Agreement was sold to the Buyer for a purchase price of $2,700,000, representing an original issue discount of ten percent (10%), and matures on July 21, 2026.

The Securities Purchase Agreement and Notes contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, the Buyer 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 of 1933, as amended (the “Securities Act”)). The Company offered and issued the Initial Tranche Note, the Second Tranche Note, and the Third Tranche Note, and will issue any additional Notes, and the shares of common stock issuable pursuant to the Notes, in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Form of Third Tranche 10% Original Issue Discount Senior Unsecured Convertible Promissory Note.
10.1		Securities Purchase Agreement between the Company and the Buyer, dated December 4, 2024 (incorporated by reference from Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2025).
10.2		Registration Rights Agreement between the Company and the Buyer, dated December 4, 2024 (incorporated by reference from Exhibit 10.13 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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: July 21, 2025

	Volato Group, Inc.
	By:	/s/ Mark Heinen
	Name:	Mark Heinen
	Title:	Chief Financial Officer

FAQ

How much new funding did Volato Group (SOAR) raise in the third tranche?

The company received $2.7 million in cash for a $3.0 million principal note.

What is the interest or discount rate on SOAR’s new note?

The note carries a 10% original-issue discount; no stated coupon was disclosed.

When does the third-tranche note mature?

Maturity is July 21, 2026.

Are the notes secured by Volato’s assets?

No, the notes are described as senior unsecured obligations.

Can the investor convert the notes into SOAR common stock?

Yes. All three tranches are convertible into Class A common shares under terms set in the Securities Purchase Agreement.