DEF: SOAR AI Seeks Shareholder Approval for Major Stock Increase

SOAR AI, Inc. is holding its 2026 Annual Meeting of Stockholders on December 9, 2026, to vote on key proposals including a significant increase in authorized shares and a share issuance agreement.

Summary

• SOAR AI, Inc. is convening its 2026 Annual Meeting of Stockholders virtually on December 9, 2026.
• Key proposals include the election of two directors, ratification of the independent auditor, an amendment to increase authorized Class A common stock from 200,000,000 to 500,000,000 shares, and approval for the issuance of 20% or more of outstanding shares under a Common Stock Purchase Agreement.
• The company is also seeking approval to adjourn the meeting if necessary to secure sufficient votes for the proposals.
• The record date for voting eligibility is October 19, 2026.
• The company previously operated as Volato Group, Inc. and changed its name to SOAR AI, Inc. effective October 19, 2026.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing as cautiously optimistic, with significant strategic proposals that carry inherent risks and potential dilution for existing shareholders.

Positives

• The company is proactively seeking shareholder approval for strategic initiatives aimed at future growth and capital access.
• The proposed increase in authorized shares is intended to support obligations under an ELOC Purchase Agreement and provide flexibility for future strategic transactions, equity compensation, and capital raising.
• The election of experienced directors Michael Nichols and David Allen is proposed to strengthen the board.
• The appointment of TAAD, LLP as the independent registered public accounting firm is being ratified.

Negatives

• The proposed increase in authorized shares and the potential issuance of a significant number of new shares could lead to substantial dilution for existing stockholders.
• The Common Stock Purchase Agreement with DFU, LLC, if utilized, could result in the issuance of up to 4,761,904,761 shares of common stock at the floor price of $0.21, potentially diluting existing shareholders to approximately 1% ownership.
• The company's financial statements for the year ended December 31, 2025, as audited by Elliott Davis, contained an explanatory paragraph relating to the company's ability to continue as a going concern.
• There were delays in filing Section 16(a) reports by a former director and a current director, and the former CEO.

Risks

• The potential for significant dilution to existing stockholders due to the proposed increase in authorized shares and the Common Stock Purchase Agreement.
• The risk that the company may not be able to satisfy its obligations under the ELOC Purchase Agreement without the authorized share increase, potentially limiting access to capital.
• The possibility that the issuance of additional shares could put downward pressure on the stock price.
• The company's ability to continue as a going concern was a subject of concern in the prior year's audit report.
• The potential for a change of control under NYSE American rules if the Merger Consideration Shares are converted, which could impact the company's structure and operations.

Future Outlook

The filing does not provide specific forward-looking financial guidance but outlines strategic proposals aimed at securing future capital and enabling business growth, contingent on shareholder approval.

Management Comments

• The Board believes that the proposed increase in the number of authorized shares of common stock is necessary to enable us to satisfy our obligations under the ELOC Purchase Agreement.
• The Board believes that the proposed increase in the number of authorized shares of common stock will benefit us by improving our flexibility to promptly and appropriately use our common stock for business and financial purposes in the future.
• After extensive efforts to raise capital on more favorable terms, we believed that the ELOC Purchase Agreement was the only viable financing alternative available to us at the time of execution.
• The Board believes that, if the number of votes cast in favor of the previous proposals is insufficient to approve such proposals, it is in the best interests of the Company and its stockholders to enable the Company to continue to seek to obtain a sufficient number of additional votes to approve such proposal.

Industry Context

StockSavvy.ai notes that the proposed share increase and potential dilutive financing are common strategies for emerging companies in capital-intensive sectors like AI, aiming to fund growth and operational needs, though they carry significant risks for existing investors.

Management Changes

Related Party Transactions

• Dennis Liotta (father of Matthew Liotta) extended a revolving line of credit and a term loan to the company, which have since been repaid.
• Jennifer Liotta (spouse of Matthew Liotta) served as General Counsel and received compensation and RSUs for consulting services.
• John Liotta (brother of Matthew Liotta) served as Executive Vice President of Corporate Development and received compensation.
• A lease agreement existed between V158 (25% owned by DCL H&I, LLC, which is 100% owned by Dennis Liotta and his spouse) and GC Aviation, Inc. (a former subsidiary) for an aircraft.

Stakeholder Impact

• Shareholders face potential dilution of their ownership percentage and voting power due to the proposed increase in authorized shares and the ELOC Purchase Agreement.
• Employees may be impacted by the company's ability to raise capital and pursue growth opportunities, as well as potential equity incentive opportunities under new plans.
• Creditors and suppliers may be indirectly impacted by the company's financial health and ability to execute its business plans.

Next Steps

• Stockholders will vote on the proposed resolutions at the Annual Meeting on December 9, 2026.
• If approved, the company expects to file the Authorized Shares Amendment with the Secretary of State of the State of Delaware.
• The company will file a Current Report on Form 8-K with the SEC reporting the final voting results of the Annual Meeting within four business days.

Key Dates

Recommendation

The proposed share increase and financing agreement present a significant opportunity for future capital but also carry substantial dilution risk. While management is seeking necessary capital, the terms and potential impact on existing shareholders warrant a cautious 'hold' stance until the implications of these proposals become clearer and the company demonstrates a path to growth that outweighs the dilution.

Keywords

Annual Meeting, Proxy Statement, Authorized Shares, Stock Issuance, Director Election, Auditor Ratification, Capital Raise, Dilution