Volato Group Announces Key Executive & Board Changes
Ticker: SOARW · Form: 8-K · Filed: Sep 9, 2024 · CIK: 1853070
| Field | Detail |
|---|---|
| Company | Volato Group, Inc. (SOARW) |
| Form Type | 8-K |
| Filed Date | Sep 9, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 4 min |
| Key Dollar Amounts | $11.50, $2.0 million, $4.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: management-change, agreement-termination
TL;DR
Volato Group shakes up board & execs, terminates material agreement.
AI Summary
Volato Group, Inc. announced on September 5, 2024, the termination of a material definitive agreement. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with updates to compensatory arrangements for certain officers. These events are detailed in their 8-K filing.
Why It Matters
Significant changes in leadership and board composition can signal shifts in company strategy or operational focus, impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in executive and board positions, coupled with the termination of a material agreement, introduce uncertainty regarding the company's future direction and stability.
Key Players & Entities
- Volato Group, Inc. (company) — Registrant
- September 5, 2024 (date) — Date of earliest event reported
- PROOF Acquisition Corp I (company) — Former company name
FAQ
What was the specific material definitive agreement that was terminated?
The filing states the termination of a material definitive agreement but does not specify which agreement was terminated.
Who are the directors or officers that have departed?
The filing indicates the departure of directors or certain officers but does not name the individuals involved.
Who are the newly elected directors or appointed officers?
The filing mentions the election of directors and appointment of officers but does not provide their names.
What are the details of the compensatory arrangements for certain officers?
The filing notes changes to compensatory arrangements for certain officers but does not provide specific details within the provided text.
When was Volato Group, Inc. formerly known as PROOF Acquisition Corp I?
Volato Group, Inc. was formerly known as PROOF Acquisition Corp I as of March 24, 2021.
Filing Stats: 994 words · 4 min read · ~3 pages · Grade level 12.6 · Accepted 2024-09-09 08:33:29
Key Financial Figures
- $11.50 — A common stock at an exercise price of $11.50 SOAR.WS NYSE American LLC Indicate by
- $2.0 million — o have stockholders' equity of at least $2.0 million if it has reported losses from continui
- $4.0 million — o have stockholders' equity of at least $4.0 million if it has reported losses from continui
Filing Documents
- soar-20240905.htm (8-K) — 33KB
- nyseplantoregainacceptance.htm (EX-99.1) — 6KB
- 0001628280-24-039779.txt ( ) — 209KB
- soar-20240905.xsd (EX-101.SCH) — 2KB
- soar-20240905_def.xml (EX-101.DEF) — 16KB
- soar-20240905_lab.xml (EX-101.LAB) — 28KB
- soar-20240905_pre.xml (EX-101.PRE) — 17KB
- soar-20240905_htm.xml (XML) — 4KB
02. Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement On September 5, 2024, the Board of Directors of Volato Group, Inc. (the "Company") provided notice to each of Matthew Liotta, the Company's Chief Executive Officer and President, Nicholas Cooper, the Company's Chief Commercial Officer, Michael Prachar, the Company's Chief Operating Officer, Steven Drucker, the Company's Chief Technology Officer, and Mark Heinen, the Company' Chief Financial Officer (collectively, the "Officers") that the Company has elected not to renew the term of the Officers' respective employment agreements (the "Employment Agreements") for an additional six months pursuant to the terms of the applicable Employment Agreement. Therefore, upon the expiration of each Employment Agreement's current term on November 30 2024, each Employment Agreement will terminate and each Officer will be employed on an at-will basis, meaning that either such Officer or the Company may terminate such Officer's employment at any time for any reason. Each Officer will continue to serve in his capacity as noted above under substantially the same compensatory terms as contained in the applicable Employment Agreement. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 6, 2024, Steven Drucker, the Company's Chief Technology Officer, resigned from his position. The Resignation is not the result of any disagreement with the Company on any matter relating to the Company's financials, operations, policies, or practices. The disclosure set forth above in Item 1.02 of this Current Report on Form 8-K with respect to the delivery of notice of the non-renewal of the Employment Agreements is incorporated herein by reference.
01. Other Events
Item 8.01. Other Events As previously disclosed in the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission (the "Commission") on June 21, 2024, the Company received a deficiency notice (the "Notice") from the NYSE American LLC (the "NYSE American") advising the Company that it was not in compliance with the NYSE American continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the "Company Guide") requiring a company to have stockholders' equity of at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide requiring a company to have stockholders' equity of at least $4.0 million if it has reported 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 July 18, 2024 to the NYSE American outlining actions it has taken or will take to regain compliance with the continued listing standards by December 18, 2025. The Company submitted a plan prior to the deadline. On September 5, 2024, the Company received notice from the NYSE American that it had accepted the Company's plan and granted a plan period through December 18, 2025. During the plan period the Company will be subject to quarterly review to determine if it is making progress consistent with the plan. If the Company does not regain compliance with the NYSE American listing standards by December 18, 2025, or if the Company does not make sufficient progress consistent with its plan, then the NYSE American may initiate delisting proceedings. On September 9, 2024 the Company issued a press release discussing the matter. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated September 9, 2024. 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. Da te: September 9, 2024 Volato Group, Inc. By: /s/ Mark Heinen Name: Mark Heinen Title: Chief Financial Officer