{"url_path":"/sec/soar/8-k/2026-07-02/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-031878-index.html","accession_number":"0001493152-26-031878","cik":"0001853070","ticker":"SOAR","issuer_name":"Volato Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853070/0001493152-26-031878-index.html","primary_entity_key":"0001853070","primary_entity_name":"Volato Group, Inc."},"word_count":861,"has_tables":true,"body_markdown":"**Item\n8.01 Other Events**.\n\n \n\nAs\npreviously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 29, 2026 (the “Prior\n8-K”), on June 28, 2026, Volato Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase\nAgreement”), dated as of June 27, 2026, with certain investors (collectively, the “Investors”) for the sale by the\nCompany of an aggregate of 11,038,767 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001\nper share, at a per share price of $0.165 in a registered direct offering. The closing of the offering occurred on June 30, 2026, and\nthe Company received gross proceeds of approximately $1,821,397.02, before deducting transaction fees and offering expenses payable by\nthe Company.\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 issued the Shares in reliance upon the exemptions from registration\ncontained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, based in part on representations made by\nthe Investors. The securities were offered without any general solicitation by the Company or its representatives and no sales commissions\nwere paid in connection with the sales of these securities.\n\n \n\nThe\ndescriptions of the terms of the Purchase Agreement contained in the Prior 8-K is incorporated herein by reference. The foregoing summary\nof the Purchase Agreement, including the summary contained in the Prior 8-K, does not purport to be complete and is qualified in its\nentirety by reference to the full text of the Purchase Agreement, a form of which was filed as Exhibit 10.1 to the Prior 8-K and is incorporated\nherein by reference.\n\n \n\nThe\noffering of the Shares was made pursuant to a shelf registration statement on Form S-3 (File No. 333-290219), which was originally filed\nby the Company with the Securities and Exchange Commission on September 12, 2025, and was declared effective by the U.S. Securities and\nExchange Commission (the “SEC”) on September 30, 2025. The Company filed a prospectus supplement with the SEC in connection\nwith the offer and sale of the Shares on June 30, 2026 (the “Prospectus Supplement”). This Current Report on Form 8-K is\nnot an offer to sell or a solicitation of an offer to buy any securities, nor will there be any sales of securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction.\n\n \n\nA\ncopy of the legal opinion issued by the Company’s legal counsel relating to certain legal matters in connection with the offering\nand the validity of the Shares offered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is\nincorporated by reference into the Prospectus Supplement.\n\n \n\n**Forward\nLooking Statements**\n\n \n\nThis\nCurrent Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal\nsecurities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements\ncan be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation\nof words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”\n“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”\n“will,” “should,” “goal,” “could” or “may” or other similar expressions.\nForward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,\nor results. All statements that address operating performance, events, or developments that may occur in the future are forward-looking\nstatements, including statements regarding the challenges associated with executing our growth strategy, developing, marketing and consistently\ndelivering high-quality services that meet customer expectations. All forward-looking statements speak only as of the date they are made\nand reflect the Company’s good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance\nor events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required\nby law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ\nmaterially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited\nto, the risk that the Reverse Stock Split may not have the effect of increasing the trading price of the Company’s Common Stock,\nthe risk that the Company may not be able to maintain compliance with all continued listing requirements, and a variety of economic,\ncompetitive, and regulatory factors, many of which are beyond the Company’s control, that are described in the Company’s\nperiodic reports filed with the SEC including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent\nreports filed with the SEC, and other factors that the Company may describe from time to time in other filings with the SEC. You should\nunderstand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to\nbe a complete set of all potential risks or uncertainties."}