false
0001853070
0001853070
2026-06-03
2026-06-03
0001853070
SOAR:ClassCommonStockMember
2026-06-03
2026-06-03
0001853070
SOAR:WarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf287.50Member
2026-06-03
2026-06-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 3, 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on March 17, 2026, Volato Group, Inc., a Delaware corporation (the “Company”), received a notice from
the NYSE American LLC (the “NYSE American”) advising the Company that it is not in compliance with the NYSE American continued
listing standards set forth in Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide. The Company was required
to submit a plan to the NYSE American by April 16, 2026 outlining actions it has taken or will take to regain compliance with the continued
listing standards by December 17, 2026 (the “Plan”). The Company submitted the Plan to the NYSE American on April 16, 2026.
On
June 3, 2026, the Company received a notice from the NYSE American advising the Company that the NYSE American reviewed and accepted
the Company’s Plan and that the Company has until December 17, 2026 to regain compliance with the applicable continued listing
standards. There is no immediate impact on the listing of the Company’s shares of common stock on the NYSE American. The Company’s
common stock will continue to be listed and traded on the NYSE American under the ticker “SOAR” during the period allotted
for the Company to regain compliance, subject to the Company’s compliance with the other continued listing standards of the NYSE
American.
The
Company is committed to regaining compliance with the NYSE American’s continued listing standards. However, there can be no assurance
that the Company will ultimately regain compliance with all applicable continued listing standards within the allotted compliance period
or that developments and events occurring subsequent to the Company’s formulation of the plan will not adversely affect the Company’s
ability to make sufficient progress with the plan, regain compliance with all applicable continued listing standards, or maintain compliance
with other NYSE American continued listing standards. If the Company does not regain compliance by December 17, 2026, or does not make
progress consistent with its plan during the plan period, the NYSE American may initiate delisting proceedings.
Item
8.01. Other Events.
On
June 4, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed
in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item
8.01.
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, including statements regarding the Company’s compliance with stock exchange continued listing requirements. 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, Volato 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 Volato’s control, that are described in Volato’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 Volato 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 |
| |
|
|
| 99.1 |
|
Press Release dated June 4, 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 4, 2026 |
|
| |
|
| |
Volato Group, Inc. |
| |
|
|
| |
By: |
/s/ Mark
Heinen |
| |
Name: |
Mark Heinen |
| |
Title: |
Chief Financial Officer |
Exhibit
99.1
Volato
Group Announces NYSE American Acceptance of Compliance Plan
ATLANTA,
GA – June 4, 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 that it has received notice from NYSE Regulation that NYSE American LLC (“NYSE American”) has
accepted the Company’s plan to regain compliance with the NYSE American continued listing standards. The
acceptance allows Volato’s Class A common stock to continue trading on NYSE American while the Company executes its plan and continues
its broader financial and strategic stabilization efforts.
As
previously disclosed, the Company received notice from NYSE American on March 17, 2026 that it was not in compliance with Sections 1003(a)(i)
and 1003(a)(ii) of the NYSE American Company Guide as a result of reporting a stockholders’ deficit as of December 31, 2025 and
losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company was required to submit
a plan to the NYSE American by April 16, 2026 outlining actions it has taken or will take to regain compliance with the continued listing
standards.
On
June 3, 2026, NYSE Regulation notified the Company that it had reviewed and accepted the Company’s plan of compliance submitted
on April 16, 2026. NYSE American has granted the Company a plan period through December 17, 2026 to regain compliance with the applicable
continued listing standards. During this period, the Company’s common stock will continue to be listed and traded on NYSE American,
subject to the Company’s compliance with the plan and continued periodic review by NYSE Regulation to determine if the Company
is making progress consistent with the plan.
The
Company’s compliance plan outlines initiatives designed to improve stockholders’ equity and financial performance while supporting
its strategic transformation and long-term growth objectives. The Company intends to execute the initiatives outlined in its compliance
plan and will provide NYSE Regulation with periodic updates regarding its progress.
Volato
has continued to focus on improving its financial foundation while advancing its transition toward scalable software and data-driven
business solutions. The Company believes its compliance plan aligns with these priorities and provides a framework for continued progress
during the plan period.
“NYSE
American’s acceptance of our plan is an important step as we continue working to strengthen Volato’s financial position and
execute our strategic transformation,” said Matt Liotta, Chief Executive Officer of Volato. “We are focused on disciplined
execution, improving stockholders’ equity, and building long-term value for shareholders.”
There
can be no assurance that the Company will ultimately regain compliance with all applicable continued listing standards within the allotted
period or that developments and events occurring subsequent to the Company’s formulation of the plan will not adversely affect
the Company’s ability to make sufficient progress with the plan, regain compliance with all applicable continued listing standards,
or maintain compliance with other NYSE American continued listing standards. If the Company does not regain compliance by December 17,
2026, or does not make progress consistent with its plan during the plan period, NYSE Regulation may initiate delisting proceedings.
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 (LLMs) by adding deterministic structure and auditability to complex documents such as contracts
and SEC filings. For more information visit www.flyvolato.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the securities laws. 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, including statements regarding the
Company’s compliance with stock exchange continued listing requirements. 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, Volato 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, a variety of economic, competitive, and regulatory factors,
many of which are beyond Volato’s control, that are described in Volato’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
Volato 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.
For
Investors:
investors@flyvolato.com
