CoverageForm 410-K10-Q8-K13D13G13F

SOAR Volato Group, Inc. - 8-K

Accession
0001493152-26-027212
3.018.019.01

Item 3.01 - Notice of Delisting or Failure to Satisfy a Listing Rule

347 words

Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As
previously disclosed, on March 17, 2026, Volato Group, Inc., a Delaware corporation (the “Company”), received a notice from
the NYSE American LLC (the “NYSE American”) advising the Company that it is not in compliance with the NYSE American continued
listing standards set forth in Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide. The Company was required
to submit a plan to the NYSE American by April 16, 2026 outlining actions it has taken or will take to regain compliance with the continued
listing standards by December 17, 2026 (the “Plan”). The Company submitted the Plan to the NYSE American on April 16, 2026.

On
June 3, 2026, the Company received a notice from the NYSE American advising the Company that the NYSE American reviewed and accepted
the Company’s Plan and that the Company has until December 17, 2026 to regain compliance with the applicable continued listing
standards. There is no immediate impact on the listing of the Company’s shares of common stock on the NYSE American. The Company’s
common stock will continue to be listed and traded on the NYSE American under the ticker “SOAR” during the period allotted
for the Company to regain compliance, subject to the Company’s compliance with the other continued listing standards of the NYSE
American.

The
Company is committed to regaining compliance with the NYSE American’s continued listing standards. However, there can be no assurance
that the Company will ultimately regain compliance with all applicable continued listing standards within the allotted compliance period
or that developments and events occurring subsequent to the Company’s formulation of the plan will not adversely affect the Company’s
ability to make sufficient progress with the plan, regain compliance with all applicable continued listing standards, or maintain compliance
with other NYSE American continued listing standards. If the Company does not regain compliance by December 17, 2026, or does not make
progress consistent with its plan during the plan period, the NYSE American may initiate delisting proceedings.

Item 8.01 - Other Events

435 words · Exhibit 99.1 attached

Item
8.01. Other Events.

On
June 4, 2026, in accordance with the NYSE American’s procedures, the Company issued a press release discussing the matters disclosed
in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item
8.01.

Forward
Looking Statements

This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation
of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”
“seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,”
“will,” “should,” “goal,” “could” or “may” or other similar expressions.
Forward-looking statements provide management or the board’s current expectations or predictions of future conditions, events,
or results, including statements regarding the Company’s compliance with stock exchange continued listing requirements. All statements
that address operating performance, events, or developments that may occur in the future are forward-looking statements, including statements
regarding the challenges associated with executing our growth strategy, developing, marketing and consistently delivering high-quality
services that meet customer expectations. All forward-looking statements speak only as of the date they are made and reflect the Company’s
good faith beliefs, assumptions, and expectations, but they are not guarantees of future performance or events. Furthermore, Volato disclaims
any obligation to publicly update or revise any forward-looking statement, except as required by law. By their nature, forward-looking
statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking
statements. Factors that might cause such differences include, but are not limited to, the risk that the Reverse Stock Split may not
have the effect of increasing the trading price of the Company’s Common Stock, the risk that the Company may not be able to maintain
compliance with all continued listing requirements, and a variety of economic, competitive, and regulatory factors, many of which are
beyond Volato’s control, that are described in Volato’s periodic reports filed with the SEC including its Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other factors that Volato may describe
from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify all such factors
and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Exhibit 99.1 · 921 words

EX-99.1
2
ex99-1.htm
EX-99.1

Exhibit
99.1

Volato
Group Announces NYSE American Acceptance of Compliance Plan

ATLANTA,
GA - June 4, 2026 - Volato Group, Inc. (NYSE American: SOAR) (the “Company” or “Volato”), a technology
company focused on building scalable software and data solutions that improve the reliability and intelligence of high-stakes business
decisions, today announced that it has received notice from NYSE Regulation that NYSE American LLC (“NYSE American”) has
accepted the Company’s plan to regain compliance with the NYSE American continued listing standards. The
acceptance allows Volato’s Class A common stock to continue trading on NYSE American while the Company executes its plan and continues
its broader financial and strategic stabilization efforts.

As
previously disclosed, the Company received notice from NYSE American on March 17, 2026 that it was not in compliance with Sections 1003(a)(i)
and 1003(a)(ii) of the NYSE American Company Guide as a result of reporting a stockholders’ deficit as of December 31, 2025 and
losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company was required to submit
a plan to the NYSE American by April 16, 2026 outlining actions it has taken or will take to regain compliance with the continued listing
standards.

On
June 3, 2026, NYSE Regulation notified the Company that it had reviewed and accepted the Company’s plan of compliance submitted
on April 16, 2026. NYSE American has granted the Company a plan period through December 17, 2026 to regain compliance with the applicable
continued listing standards. During this period, the Company’s common stock will continue to be listed and traded on NYSE American,
subject to the Company’s compliance with the plan and continued periodic review by NYSE Regulation to determine if the Company
is making progress consistent with the plan.

The
Company’s compliance plan outlines initiatives designed to improve stockholders’ equity and financial performance while supporting
its strategic transformation and long-term growth objectives. The Company intends to execute the initiatives outlined in its compliance
plan and will provide NYSE Regulation with periodic updates regarding its progress.

Volato
has continued to focus on improving its financial foundation while advancing its transition toward scalable software and data-driven
business solutions. The Company believes its compliance plan aligns with these priorities and provides a framework for continued progress
during the plan period.

“NYSE
American’s acceptance of our plan is an important step as we continue working to strengthen Volato’s financial position and
execute our strategic transformation,” said Matt Liotta, Chief Executive Officer of Volato. “We are focused on disciplined
execution, improving stockholders’ equity, and building long-term value for shareholders.”

There
can be no assurance that the Company will ultimately regain compliance with all applicable continued listing standards within the allotted
period or that developments and events occurring subsequent to the Company’s formulation of the plan will not adversely affect
the Company’s ability to make sufficient progress with the plan, regain compliance with all applicable continued listing standards,
or maintain compliance with other NYSE American continued listing standards. If the Company does not regain compliance by December 17,
2026, or does not make progress consistent with its plan during the plan period, NYSE Regulation may initiate delisting proceedings.

About
Volato

Volato
Group, Inc. (NYSE American: SOAR) is a technology company focused on building scalable software and data solutions that improve the reliability
and intelligence of high-stakes business decisions. The Company’s existing Parslee Document Intelligence platform enhances the
performance of leading large language models (LLMs) by adding deterministic structure and auditability to complex documents such as contracts
and SEC filings. For more information visit www.flyvolato.com.

Forward
Looking Statements

This
press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified
by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,”
“anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
“projects,” “forecasts,” “targets,” “would,” “will,” “should,”
“goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management
or the board’s current expectations or predictions of future conditions, events, or results, including statements regarding the
Company’s compliance with stock exchange continued listing requirements. All statements that address operating performance, events,
or developments that may occur in the future are forward-looking statements, including statements regarding the challenges associated
with executing our growth strategy, developing, marketing and consistently delivering high-quality services that meet customer expectations.
All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions,
and expectations, but they are not guarantees of future performance or events. Furthermore, Volato disclaims any obligation to publicly
update or revise any forward-looking statement, except as required by law. By their nature, forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.
Factors that might cause such differences include, but are not limited to, a variety of economic, competitive, and regulatory factors,
many of which are beyond Volato’s control, that are described in Volato’s periodic reports filed with the SEC including its
Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent reports filed with the SEC, and other factors that
Volato may describe from time to time in other filings with the SEC. You should understand that it is not possible to predict or identify
all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

For
Investors:

[email protected]

Item 9.01 - Financial Statements and Exhibits

30 words

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

99.1

Press Release dated June 4, 2026.

104

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Data File (embedded with the Inline XBRL document).