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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 30, 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
8.01 Other Events.
As
previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026 (the “Prior
8-K”), 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 occurred on June 30, 2026, and
the Company received gross proceeds of approximately $1,821,397.02, before deducting transaction fees and offering expenses payable by
the Company.
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 issued 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
descriptions of the terms of the Purchase Agreement contained in the Prior 8-K is incorporated herein by reference. The foregoing summary
of the Purchase Agreement, including the summary contained in the Prior 8-K, 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 was filed as Exhibit 10.1 to the Prior 8-K and is incorporated
herein by reference.
The
offering of the Shares was 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. The Company filed a prospectus supplement with the SEC in connection
with the offer and sale of the Shares on June 30, 2026 (the “Prospectus Supplement”). 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.
A
copy of the legal opinion issued by the Company’s legal counsel relating to certain legal matters in connection with the offering
and the validity of the Shares offered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is
incorporated by reference into the Prospectus Supplement.
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 |
| |
|
|
| 5.1 |
|
Opinion of Dykema Gossett PLLC. |
| |
|
|
| 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:
July 1, 2026 |
|
| |
|
| |
Volato
Group, Inc. |
| |
|
|
| |
By: |
/s/
Mark Heinen |
| |
Name: |
Mark
Heinen |
| |
Title: |
Chief
Financial Officer |