Volato Group, Inc. filings document material-event disclosures for a public private aviation company, including material agreements, shareholder voting matters, capital-structure disclosures, governance matters and operating and financial results. The company's recent 8-K record includes disclosures involving Class A common stock transactions, unregistered securities activity, registration obligations and the termination of an at-the-market sales agreement.
Volato's filings also describe governance and reporting matters such as board and committee appointments, changes in the independent registered public accounting firm, going-concern language in audit reporting, internal-control matters and emerging growth company status. The filing record reflects the company's corporate structure, public security disclosures and recurring reporting obligations as a Delaware operating company.
Volato Group (SOAR) entered a new financing tranche. On October 16, 2025, the company issued a fourth 10% original issue discount senior unsecured convertible promissory note with an aggregate original principal amount of $2,220,000, sold for a purchase price of $1,998,000, maturing on October 16, 2026. The note is convertible into Class A common stock.
This follows prior tranches under the same Securities Purchase Agreement: $4,500,000 principal (sold for $4,050,000) maturing December 4, 2025; $1,500,000 principal (sold for $1,350,000) maturing June 13, 2026; and $3,000,000 principal (sold for $2,700,000) maturing July 21, 2026. The securities were offered in reliance on Section 4(a)(2) and Regulation D.
Volato Group, Inc. amended its aircraft management agreement with flyExclusive to align with its pending business shift and proposed merger with M2i Global. The amendment updates the contract term, adds mutual options for flyExclusive and Volato to buy or sell certain aviation-related assets, and settles net payables.
Under the amendment, flyExclusive must pay Volato $100,000, which it chose to satisfy by issuing 20,576 shares of its Class A common stock. As additional consideration, flyExclusive agreed to pay Volato $2,000,000, in cash or stock, in exchange for rights to either the net proceeds from the sale of a G280 aircraft or, with Gulfstream’s consent, assignment of the related purchase agreement; flyExclusive elected to pay this entirely in stock and will issue 411,523 shares to Volato.
If either of the new asset options is exercised, flyExclusive will pay Volato another $2,000,000 for the purchased assets. flyExclusive also agreed to file resale registration statements for the stock it issues to Volato, including one due by October 31, 2025 for the shares related to the G280 arrangement and net payables settlement.
Volato Group, Inc. entered into share exchange agreements with Tysadco Partners, LLC and Douglas Cole, who are shareholders of M2i Global, Inc. Volato agreed to issue 1,197,604 shares of its Class A common stock to these investors in exchange for 16,000,000 shares of M2i Global common stock, with the transaction valued at $2,000,000 based on implied prices of $0.125 per M2i share and $1.67 per Volato share.
The Volato shares were issued as unregistered securities in a private offering relying on Section 4(a)(2) and Regulation D. Volato committed to file a registration statement within sixty days after issuance to register the resale of the Volato shares, giving the investors a path to publicly sell those shares in the future.
Volato Group, Inc. has filed a Form S-8 registration statement to register shares of its Class A common stock for issuance under the Volato Group, Inc. 2025 Stock Incentive Plan. This filing allows the company to use stock-based incentives granted under that plan, as described in the plan document incorporated by reference.
The company incorporates by reference its previously filed annual, quarterly and current reports, along with a prior registration statement describing its capital stock, so these filings together serve as the prospectus for plan participants. Volato also describes how Delaware law, its certificate of incorporation, bylaws, indemnification agreements and insurance protect its directors and officers against certain liabilities, subject to legal limits, and includes standard SEC undertakings related to future amendments and liability.
Volato Group, Inc. reported a rebound driven by aircraft sales and subscription revenue, delivering $24.9 million of revenue in the quarter and $50.3 million for the six months. Aircraft sales accounted for the vast majority of the quarter's revenue ($24.5 million), while Vaunt subscription revenue contributed $355 thousand in the quarter and $738 thousand year-to-date. Operating income from continuing operations was positive for the quarter at $872 thousand, and net income from continuing operations was $2.683 million for the quarter and $3.043 million for the six months; total net income including discontinued operations was $3.602 million quarter-to-date.
Despite recent profitability, the balance sheet shows material strain: cash and restricted cash totaled $4.707 million, deposits on aircraft fell to $3.0 million from $36.0 million, and management discloses a working capital deficit of approximately $9.3 million and an accumulated deficit of approximately $100.3 million, raising substantial doubt about going concern. Notable transactions include the sale of GC Aviation for $2.0 million (with a $1.8 million note receivable), conversion of the 2024 convertible note into 2,538,939 shares, issuance of a second tranche convertible note of $1.5 million, and full repayment and termination of the SAC Leasing G280 credit facility.
Volato Group, Inc. filed a current report to note that it released its financial results for the second quarter ended June 30, 2025. The company announced that these results were communicated through an earnings press release dated August 14, 2025, which is attached as an exhibit to the report. Volato’s Class A common stock trades on the NYSE American under the symbol SOAR, and its warrants trade over-the-counter under the symbol SOARW.
At Volato Group’s (SOAR) virtual 2025 Annual Meeting held 21 Jul 2025, 51.05% of outstanding shares were represented. Shareholders elected Christopher Burger as the sole Class II director (561,847 for vs. 9,473 withhold; 489,555 broker non-votes). They also approved the 2025 Stock Incentive Plan (539,148 for, 31,220 against, 952 abstain), formalizing equity-based compensation previously adopted by the Board and now filed as Exhibit 10.1. In addition, investors ratified Elliott Davis, LLC as independent auditor for FY 2025 with 99.4% support (1,054,164 for, 2,909 against, 3,802 abstain). No other proposals required a vote and the adjournment item was withdrawn. The Company remains an emerging growth company and listed its Class A common stock (SOAR) on NYSE American and related warrants (SOARW) on OTC Pink.