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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):
October 16, 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.
On
October 16, 2025, the parties consummated the closing of a fourth 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 $2,220,000 (the “Fourth Tranche Note”),
under the Securities Purchase Agreement. The Fourth Tranche Note issued under the Securities Purchase Agreement was sold to the Buyer
for a purchase price of $1,998,000, representing an original issue discount of ten percent (10%), and matures on October 16, 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, the
Third Tranche Note, and the Fourth 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.
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1* |
|
Form of Fourth 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:
October 17, 2025
| |
Volato Group, Inc. |
| |
|
|
| |
By: |
/s/ Mark
Heinen |
| |
Name: |
Mark Heinen |
| |
Title: |
Chief Financial Officer |
