SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 17, 2024
VOLATO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-41104
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86-2707040
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1954 Airport Road, Suite 124
Chamblee, GA 30341
(Address of principal executive offices) (zip code)
844-399-8998
Registrant’s telephone number, including area code
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
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SOAR
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NYSE American LLC
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Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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SOAR.WS
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NYSE American LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On April 23, 2024, the Board of Directors (the “Board”) of Volato Group, Inc. (the “Company”) elected Christopher Burger and Fred Colen to
the Board, effective immediately. Mr. Burger was elected as a Class III director to hold office until the Company’s 2026 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death,
resignation, or removal. The Board appointed Mr. Burger to each of its Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee; Mr. Burger will chair the Nominating and Corporate Governance Committee. Mr. Colen was
elected as a Class II director to hold office until the Company’s 2025 Annual Meeting of Stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation, or removal. The Board appointed Mr. Colen to
its Audit Committee where Mr. Colen will serve as chair.
As independent directors of the Company, each of Mr. Burger and Mr. Colen will be entitled to receive compensation consistent with that of
the Company’s other independent directors who are not employees of the Company.
There is no arrangement or understanding between Mr. Burger or Mr. Colen, respectively, and any other persons pursuant to which he was
elected as a director. Neither Mr. Burger nor Mr. Colen has a direct or indirect material interest in any transaction required to be disclosed by the Company pursuant to Item 404(a) of Regulation S-K.
Additionally, on April 17, 2024, Peter Mirabello and, on April 18, 2024, Katherine Arris-Wilson and Dana Born notified the Board of
his or her intention to resign as a member of the Board, effective immediately. Each of Mr. Mirabello’s, Ms. Arris-Wilson’s and Ms. Born’s decision to resign from the Board was not as a result of any disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. Additionally, on April 17, 2024, Joan Garrett tendered her previously announced resignation, effective immediately. The Board accepted the resignation of the departed directors on April 23,
2024.
The Board also approved the reduction of the size of the Board from seven (7) to five (5) directors, effective as of the date hereof.
Item 7.01 Regulation FD Disclosure.
On April 24, 2024, Volato Group, Inc. (the “Company”) posted an updated corporate presentation in its Investor Relations section of
its corporate website at https://ir.flyvolato.com/news-events/presentations. A copy of the presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
On April 24, 2024, the Company issued a press release announcing the changes to the Board referenced in Item 5.02 hereof. A copy of
the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01 and the related information in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
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Corporate Presentation of Volato Group, Inc., dated April 24, 2024.
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Press Release, dated April 24, 2024.
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Exhibit 104.
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: April 24, 2024
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Volato Group, Inc.
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By:
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/s/ Mark Heinen
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Name:
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Mark Heinen
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Title:
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Chief Financial Officer
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Exhibit 99.2
Volato Announces Changes to Board Composition
Volato to Announce First Quarter 2024 Results on Wednesday, May 15, 2024
Atlanta, GA – April 23, 2024 – Volato Group, Inc.
(“Volato,” or the “Company”) (NYSE American: SOAR) today announced that it has appointed Christopher G. Burger and Fred A. Colen to the Company’s Board of Directors. As part of this announcement, Joan Sullivan Garrett, Katherine Arris-Wilson, Peter
Mirabello, and Dana H. Born have stepped down from the Company’s Board of Directors without disagreement.
The company is decreasing the size of its board from seven to five members, three of whom are Independent Directors. Fred Colen will serve as an
independent director and Chair of the Audit Committee and has been designated as a financial expert. Chris Burger will serve as an independent director and Chair of the Nominating and Corporate Governance Committee. Michael Nichols has served as an
independent director since August of 2021 and has been elected as Lead Independent Director; Mr. Nichols will continue to serve as Chair of the Compensation Committee. Matthew Liotta, Chief Executive Officer and Co-Founder of Volato, has been elected
Chairman of the Board of Directors. Nicholas Cooper, Chief Commercial Officer and co-founder, will continue to serve as a director.
Mr. Liotta commented, “I’d like to thank each of the departing directors for their service to Volato. We are very pleased to introduce Chris Burger and
Fred Colen to our upgraded board structure, bringing with them an exceptional mix of expertise in technology and aviation. This strategic enhancement of our board will sharpen our decision-making and accelerate our financial goals. With their
guidance and a more nimble board structure, we are poised to drive Volato forward, reinforcing our commitment to innovation in the private aviation industry.”
Christopher G. Burger Bio
Chris Burger is a proven senior executive, C-level advisor, and Board member with extensive experience leading global organizations through critical
business and technology transformation initiatives. Chris has direct international management experience spanning five continents and currently serves as President & CEO of Transform with a mission to help clients and team members achieve their
greatest potential and fulfillment. Notable Transform Aviation clients include, among others, Delta Air Lines, FedEx, United Airlines, and USAF Air Mobility Command. Earlier in his career, Chris held roles of increasing responsibility at GE and
Motorola across digitization, acquisition integration, program and project management, strategic programs, global business planning and competitive intelligence. Chris holds a Bachelor of Business Administration degree with a Marketing Distinction
Certificate from Emory University’s Roberto C. Goizueta Business School.
Fred A. Colen Bio
Mr. Colen is an experienced public company executive and director. He has served as Chairman of the Board of Xeltis AG, an international medical device
company, since 2023. Since 2017, Mr. Colen has served on the Board of Directors of Onward Medical (Euronext: ONWD). From January 2018 to April 2023, he served as the President and Chief Executive Officer of Neovasc Inc. (NASDAQ: NVCN). Prior to
joining Neovasc Inc., Mr. Colen served as the President and Chief Executive Officer at BeneChill, Inc., a medical device company in San Diego, California, from 2011 to 2016. Before joining BeneChill, Inc., Mr. Colen served in various capacities at
Boston Scientific (NYSE: BSX) from 1999 to 2010. Mr. Colen holds a Master of Electrical Engineering with a specialization in Biomedical Engineering from the University of Aachen in Germany. Mr. Colen is qualified to serve on the Board because of his
significant public company board and managerial experience.
The departing board members’ resignations are not related to any disagreement with the Company on any matter relating to the Company’s operations,
policies, or practices.
Earnings Conference Call
Volato will release its financial results for the first quarter ended March 31, 2024, before market open on Wednesday, May 15, 2024. and will host a
conference call to discuss the results at 8:00am ET on the same day.
Interested parties can access the conference call by dialing 866-605-1830 for toll free access or +1 215-268-9881. The live call will also be available via
webcast on Volato’s Investor Relations website: https://ir.flyvolato.com/.
A replay of the call will be available until August 14, 2024 and can be accessed by dialing 877-660-6853 or 201-612-7415 and using the Access ID: 13746297.
Cautionary Note on Forward Looking Statements
This press release contains certain “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are
predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which
are outside of the control of Volato that could cause actual results to differ materially from the results discussed in the forward-looking statements. The words “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,”
“might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that statement is not forward-looking. These
forward-looking statements are subject to a number of risks, uncertainties and assumptions that could cause actual events and results to differ materially from those contained in such forward-looking statements. Factors that could cause actual
results to differ materially from those expressed or implied in forward-looking statements can be found in the Annual Report on Form 10-K, filed with the SEC on March 26, 2024 and other documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made, and Volato undertakes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise.
About Volato
Volato (NYSE American: SOAR) is a leader in private aviation, redefining air travel through modern, efficient, and customer-designed solutions. Volato
provides a fresh approach to fractional ownership, aircraft management, jet card, deposit and charter programs, all powered by advanced, proprietary mission control technology. Volato’s fractional programs uniquely offer flexible hours and a revenue
share for owners across the world’s largest fleet of HondaJets, which are optimized for missions of up to four passengers. For more information visit www.flyvolato.com.
All Volato Part 135 charter flights are operated by its DOT/FAA-authorized air carrier subsidiary (G C Aviation, Inc. d/b/a Volato) or by an approved
vendor air carrier.
Contacts
For Media:
media@flyvolato.com
For Investors:
investors@flyvolato.com
Source: Volato Group, Inc.