Volato Group Files 8-K with Material Agreements and Filings

TL;DR

Volato Group filed an 8-K detailing material agreements, corporate changes, and financial exhibits.

AI Summary

On August 23, 2024, Volato Group, Inc. entered into a material definitive agreement related to its business operations. The company also filed amendments to its articles of incorporation or bylaws and submitted financial statements and exhibits as part of this Form 8-K filing. The filing details changes to the company's corporate structure and financial reporting.

Why It Matters

This filing indicates significant corporate actions and financial disclosures by Volato Group, Inc., which could impact its operational structure and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and corporate structure changes, which inherently carry some level of risk and require careful review by investors.

Key Numbers

• 001-41104 — SEC File Number (Identifier for Volato Group's filings)
• 86-2707040 — IRS Number (Tax identification number for Volato Group)

Key Players & Entities

• Volato Group, Inc. (company) — Registrant
• August 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• PROOF Acquisition Corp I (company) — Former company name

FAQ

Key Financial Figures

• $11.50 — A common stock at an exercise price of $11.50 SOAR.WS NYSE American LLC Indicate by

Filing Documents

• soar-20240823.htm (8-K) — 33KB
• vg_doxindemnificationagm.htm (EX-10.1) — 56KB
• volatostockoptionagreement.htm (EX-10.2) — 61KB
• vg_doxindemnificationagm001.jpg (GRAPHIC) — 263KB
• vg_doxindemnificationagm002.jpg (GRAPHIC) — 277KB
• vg_doxindemnificationagm003.jpg (GRAPHIC) — 287KB
• vg_doxindemnificationagm004.jpg (GRAPHIC) — 314KB
• vg_doxindemnificationagm005.jpg (GRAPHIC) — 324KB
• vg_doxindemnificationagm006.jpg (GRAPHIC) — 319KB
• vg_doxindemnificationagm007.jpg (GRAPHIC) — 288KB
• vg_doxindemnificationagm008.jpg (GRAPHIC) — 269KB
• vg_doxindemnificationagm009.jpg (GRAPHIC) — 286KB
• vg_doxindemnificationagm010.jpg (GRAPHIC) — 233KB
• vg_doxindemnificationagm011.jpg (GRAPHIC) — 252KB
• vg_doxindemnificationagm012.jpg (GRAPHIC) — 251KB
• vg_doxindemnificationagm013.jpg (GRAPHIC) — 168KB
• vg_doxindemnificationagm014.jpg (GRAPHIC) — 51KB
• 0001628280-24-038807.txt ( ) — 5288KB
• soar-20240823.xsd (EX-101.SCH) — 2KB
• soar-20240823_def.xml (EX-101.DEF) — 16KB
• soar-20240823_lab.xml (EX-101.LAB) — 28KB
• soar-20240823_pre.xml (EX-101.PRE) — 17KB
• soar-20240823_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Indemnification Agreements On August 23, 2024, the Board of Directors (the "Board") of Volato Group, Inc. (the "Company") approved a form of indemnification agreement (an "Indemnification Agreement"), which the Company has entered into with each of our directors and executive officers. Each Indemnification Agreement requires us to indemnify and hold harmless the applicable director or named executive officer to the fullest extent permitted by law. Each Indemnification Agreement also requires us, subject to specific terms and conditions, to advance expenses to the director or officer. Each Indemnification Agreement also sets forth various procedures and definitions with respect to indemnification and advancement of expenses. In addition, under the Indemnification Agreements, we are obligated to maintain directors' and officers' liability insurance. With specified exceptions, the Indemnification Agreements do not obligate us to provide indemnification or advance expenses with respect to actions initiated by the director or officer or to indemnify the director or officer in connection with proceedings by us to enforce non-compete or non-disclosure agreements. To the extent the provisions of the Indemnification Agreements exceed the indemnification permitted by applicable law, such provisions may be unenforceable or may be limited to the extent they are found by a court of competent jurisdiction to be contrary to public policy. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated herein by reference. Option Agreement On June 7, 2024 the Board approved a form of Stock Option Agreement (the "Option Agreement") pursuant to which stock options will be granted under the Volato Group, Inc. 2023 Stock Incentive Plan.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 28, 2024 the Board approved an amendment to the Company's Second Amended and Restated Bylaws (the "Bylaws") effectively immediately. The Amendment modified the provisions for determining the presence of a quorum at all meetings of stockholders to provide that the presence, in person or by proxy, of the holders of at least one-third of all issued and outstanding shares of common stock entitled to vote at the meeting will constitute a quorum at all meetings of the stockholders for the transaction of business. Prior to the amendment, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of stock entitled to vote would constitute a quorum for the transaction of business. The change in quorum requirement will apply with respect to the Company's Special Meeting of Stockholders, to be held on October 3, 2024. The as amended by-laws will be filed with the Company's next Form 10-Q. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Option Agreement is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Indemnification Agreement. 10.2 Form of Stock Option Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: August 29, 2024 Volato Group, Inc. By: /s/ Mark Heinen Name: Mark Heinen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR