Volato Group, Inc. (NYSE American: SOAR) entered into a Securities Purchase Agreement on June 27, 2026, to sell 11,038,767 shares of Class A common stock at $0.165 per share in a registered direct offering, according to a current report filed with the Securities and Exchange Commission.

The company expects to receive gross proceeds of approximately $1.82 million before deducting transaction fees and other offering expenses. No placement agent or underwriter was used, meaning Volato will not pay underwriting discounts or commissions in connection with the offering.

The closing of the offering is subject to customary conditions, including approval by NYSE American of a supplemental listing application for the shares. The shares are being offered to investors who each represented they qualify as "accredited investors" under Rule 501(a) of Regulation D.

Under the terms of the agreement, Volato agreed not to issue or announce additional shares of common stock for 30 days following the closing, not to file new registration statements for 30 days after closing, and not to enter into variable rate transactions for nine months after closing. The company also agreed to reimburse investors for structuring and transaction costs, capped at $25,000.

The offering is being made pursuant to a shelf registration statement on Form S-3 that was declared effective by the SEC on September 30, 2025.