Volato Group, Inc. Files 8-K on Agreements and Equity Sales

Ticker: SOARW · Form: 8-K · Filed: Dec 5, 2024 · CIK: 1853070

Volato Group, Inc. 8-K Filing Summary
FieldDetail
CompanyVolato Group, Inc. (SOARW)
Form Type8-K
Filed DateDec 5, 2024
Risk Levelmedium
Pages9
Reading Time11 min
Key Dollar Amounts$11.50, $36,000,000, $0.0001, $4,500,000, $4,050,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale

TL;DR

Volato Group, Inc. filed an 8-K detailing material agreements, financial obligations, and equity sales.

AI Summary

On December 4, 2024, Volato Group, Inc. entered into a material definitive agreement related to a direct financial obligation. The company also reported on the unregistered sales of equity securities and filed financial statements and exhibits. Volato Group, Inc. is incorporated in Delaware and operates in air transportation.

Why It Matters

This filing indicates significant financial activities and potential changes in the company's capital structure, which could impact investors and its operational future.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry financial risks for the company and its stakeholders.

Key Players & Entities

  • Volato Group, Inc. (company) — Registrant
  • December 4, 2024 (date) — Date of earliest event reported
  • Delaware (jurisdiction) — State of incorporation
  • PROOF Acquisition Corp I (company) — Former company name

FAQ

What type of material definitive agreement did Volato Group, Inc. enter into?

The filing indicates Volato Group, Inc. entered into a material definitive agreement that resulted in a direct financial obligation or an obligation under an off-balance sheet arrangement.

What other significant events are reported in this 8-K filing?

Besides the material definitive agreement, the filing also reports on the creation of a direct financial obligation and unregistered sales of equity securities.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on December 4, 2024.

What is Volato Group, Inc.'s primary industry?

Volato Group, Inc. operates in the air transportation, non-scheduled industry, with a Standard Industrial Classification code of 4522.

What was Volato Group, Inc.'s former company name?

Volato Group, Inc.'s former company name was PROOF Acquisition Corp I, with a date of name change on March 24, 2021.

Filing Stats: 2,764 words · 11 min read · ~9 pages · Grade level 15.1 · Accepted 2024-12-05 08:29:09

Key Financial Figures

  • $11.50 — A common stock at an exercise price of $11.50 SOARW OTC Markets Group, Inc. Indicat
  • $36,000,000 — gate original principal amount of up to $36,000,000, which will be convertible into shares
  • $0.0001 — mpany's Class A common stock, par value $0.0001 per share ("common stock"). The closing
  • $4,500,000 — aggregate original principal amount of $4,500,000 (the "Initial Tranche"). The Note issue
  • $4,050,000 — ld to the Buyer for a purchase price of $4,050,000, representing an original issue discoun
  • $1,500,000 — aggregate original principal amount of $1,500,000, and will be issued after the satisfact
  • $4,000,000 — Note will be in an amount in excess of $4,000,000, unless otherwise mutually agreed to by
  • $2,000,000 — previously issued Notes is greater than $2,000,000. It is also a condition to closing of a
  • $500,000 — recent additional closing, a minimum of $500,000 in shares of common stock has been trad
  • $0.3660 — n the Initial Tranche will initially be $0.3660 per share (the "Fixed Price"). Beginnin
  • $250,000 b — Bloomberg) is equal to or greater than $250,000 between 4:30 a.m. and 11:00 a.m. eastern
  • $0.0732 — itial Floor Price for the Notes will be $0.0732 per share. However, beginning on the si

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. 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 has 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 will be convertible into shares of the Company's Class A common stock, par value $0.0001 per share ("common stock"). 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. The second Note will be an aggregate original principal amount of $1,500,000, and will be issued after the satisfaction of certain conditions precedent, including the Company having an effective registration statement for the resale of the shares of common stock issuable pursuant to the Notes, including upon conversion thereof, and the Company having satisfied its obligations under the previously disclosed Settlement Agreement and Stipulation entered into with Sunpeak Holdings Corporation. Any additional Notes will be aggregate principal amounts agreed to by the parties; provided, however, that no additional Note will be in an amount in excess of $4,000,000, unless otherwise mutually agreed to by the Company and the Buyer. Further, no additional Notes will be issued at any time when the aggregate principal balance outstanding on all previously issued Notes is greater than $2,000,000. It is also a condition to closing of any additional Notes that during the twenty (20) trading days immediately preceding the most recent

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of 10% Original Issue Discount Senior Unsecured Convertible Promissory Note. 10.1* Securities Purchase Agreement between the Company and the Buyer, dated December 4, 2024. 10.2 Registration Rights Agreement between the Company and the Buyer, dated December 4, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit and schedule to the SEC upon request.

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 : December 5, 2024 Volato Group, Inc. By: /s/ Mark Heinen Name: Mark Heinen Title: Chief Financial Officer

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