Volato Group, Inc.: agrees to equity line to sell up to $1,000,000,000

What happened

• The filing says Volato Group, Inc. entered into a Common Stock Purchase Agreement (the ELOC Purchase Agreement) and a Registration Rights Agreement (the ELOC Registration Rights Agreement) with DFU, LLC (the Investor) on Oct 8, 2026.
• Under the ELOC Purchase Agreement the company has the right, but not the obligation, to issue and sell to the Investor up to $1,000,000,000 of newly issued Class A common stock, par value $0.0001, during a 36-month investment period beginning on the effective date of a registration statement covering resale of the ELOC Shares.

Key details

• The company may deliver up to 2 Put Notices per trading day covering an aggregate of no more than $6,000,000 in ELOC Shares per day; sales are at the company’s discretion and the company is not obligated to sell.
• Purchase price mechanics: for the first Put Notice the price is the lesser of (i) the lowest traded price on the date of the Put Notice and (ii) the average of the three lowest closing sale prices during the prior 10 trading days, subject to a Floor Price of $0.21; for the second Put Notice the price is the lesser of (i) 95% of the lowest traded price during the prior 5 trading days, (ii) 95% of the dollar volume-weighted average price on that date, and (iii) 95% of the closing bid on that date, subject to the Floor Price.
• Ownership limits and conditions: the company will not issue more than 19.99% of outstanding common stock under the ELOC Purchase Agreement without stockholder approval, and the Investor cannot beneficially own more than 4.99% of outstanding common stock upon issuance; the Investor’s purchase obligations are subject to customary conditions including effectiveness of a registration statement and continued listing on an eligible market.
• As consideration the company agreed to issue the Investor 3,646,974 shares of common stock (Commitment Shares) and 13,058 shares of Series B convertible preferred stock convertible into an aggregate of 56,528,082 shares of common stock, subject to adjustment; the company filed a Certificate of Designation for the Series B Preferred Stock on Oct 9, 2026. Conversion of the Series B Preferred Stock is conditioned on stockholder approval and an amendment to the certificate of incorporation; conversion is 4,329 shares of common stock per preferred share, subject to adjustment and a 4.99% beneficial ownership limitation.
• The company agreed to file an initial registration statement covering resale of ELOC Shares, the Commitment Shares, and, if applicable, shares issuable on full conversion of the Series B Preferred Stock, as promptly as practicable and by Nov 22, 2026; securities are being issued in reliance on exemptions under Section 4(a)(2) of the Securities Act and Regulation D.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing an equity purchase arrangement (the ELOC Purchase Agreement) and related registration rights that, if used, would permit the company to sell up to $1,000,000,000 of common stock over 36 months and includes issuance of commitment securities and convertible preferred stock.
• This filing does not show why the insider traded or why the company acted.