Volato Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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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.
| (d) | Exhibits. |
* 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 | |