{"url_path":"/sec/soar/8-k/2026-06-29/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-030377-index.html","accession_number":"0001493152-26-030377","cik":"0001853070","ticker":"SOAR","issuer_name":"Volato Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-030377-index.html","primary_entity_key":"0001853070","primary_entity_name":"Volato Group, Inc."},"word_count":593,"has_tables":true,"body_markdown":"** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement**.\n\n \n\nOn\nJune 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 27, 2026,\nwith certain investors (collectively, the “Investors”) for the sale by the Company of an aggregate of 11,038,767 shares (the\n“Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a per share price of $0.165 in a registered\ndirect offering. The closing of the offering is subject to the satisfaction of certain customary closing conditions including, without\nlimitation, approval by the NYSE American LLC of a supplemental listing application for the Shares. The Company expects to receive gross\nproceeds of approximately $1,821,397.02 from the offering, before deducting transaction fees and offering expenses payable by the Company.\nThe Shares are being offered directly to the Investors, without a placement agent or underwriter. As a result, the Company is not paying\nunderwriting discounts or commissions in connection with the offering.\n\n \n\nThe\nPurchase Agreement contains customary mutual representations and warranties, as well as indemnification provisions and covenants by the\nCompany, including agreements by the Company not to (i) issue, enter into any agreement to issue, or announce the issuance or proposed\nissuance of any shares of common stock or Common Stock Equivalents (as defined in the Purchase Agreement) for a period of thirty days\nafter the closing, (ii) file any registration statement, or any amendment or supplement thereto, other than the Prospectus Supplement\n(as defined below) or a registration statement on Form S-8 in connection with any employee benefit plan for a period of thirty days after\nthe closing, and (iii) enter into any Variable Rate Transactions (as defined in the Purchase Agreement and subject to certain exceptions)\nfor a period of nine months after the closing. We also agreed to reimburse the Investors for all costs and expenses incurred by them\nor their respective affiliates in connection with the structuring, documentation, negotiation, and closing of the transactions, subject\nto a cap of $25,000.\n\n \n\nAmong\nother things, each Investor represented to the Company that it is an “accredited investor” (as such term is defined in Rule\n501(a) of Regulation D under the Securities Act). The Company offered and will issue the Shares in reliance upon the exemptions from\nregistration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, based in part on representations\nmade by the Investors. The securities were offered without any general solicitation by the Company or its representatives and no sales\ncommissions were paid in connection with the sales of these securities.\n\n \n\nThe\nforegoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Purchase Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein\nby reference.\n\n \n\nThe\noffering of the Shares is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-290219), which was originally\nfiled by the Company with the Securities and Exchange Commission on September 12, 2025, and was declared effective by the U.S. Securities\nand Exchange Commission (the “SEC”) on September 30, 2025. This Current Report on Form 8-K is not an offer to sell or a solicitation\nof an offer to buy any securities, nor will there be any sales of securities in any jurisdiction in which such offer, solicitation or\nsale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction."}