SOAR.AMEXVolato Group, INC
10-K/A: Volato Group Files Amendment No. 1 to 2024 Form 10-K to Include Part III Information
Sentiment:
Form 10-K/A Amendment
Volato Group, Inc. files an amendment to its 2024 Annual Report on Form 10-K to include information required by Part III, which was previously omitted.
Summary
- Volato Group, Inc. is filing Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2024, to include the information required by Part III of Form 10-K.
- The Part III information, pertaining to Items 10-14, was initially omitted in reliance on General Instruction G(3) to Form 10-K, which allows incorporation by reference from the definitive proxy statement if filed within 120 days after the fiscal year-end.
- The company is no longer incorporating this information by reference to the proxy statement relating to its 2025 Annual Meeting of Shareholders.
- The amendment includes new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by the principal executive officer and principal financial officer.
- The amendment does not update any other information presented in the Original Filing and continues to speak as of the date of the Original Filing.
- As of June 30, 2024, the aggregate market value of the registrant's common stock held by non-affiliates was $11,227,045.
- As of March 21, 2025, there were 1,900,893 shares of common stock outstanding.
Sentiment
Score: 6
Explanation: The document is primarily a compliance filing, so the sentiment is neutral. There are some negative elements such as executive salary decreases and resignations, but these are presented factually.
Positives
- The company is complying with SEC regulations by filing the necessary amendment to include Part III information in its annual report.
- The company has adopted a Clawback Policy designed to comply with Section 10D of the Exchange Act of 1934.
- The company has established corporate governance guidelines and a code of ethics for directors, officers, and employees.
Negatives
- The company's Board provided notice that it would not renew employment agreements with named executive officers, which expired on November 30, 2024.
- Matthew Liotta's annualized salary decreased from $310,000 to $2,400 effective June 1, 2024.
- Keith Rabin resigned as President as of July 19, 2024.
- Due to the performance of the Company, the named executive officers were not eligible to receive an annual bonus related to the calendar year ended December 31, 2023 and 2024.
Risks
- The limitation of liability, advancement and indemnification provisions in our Certificate of Incorporation and Bylaws may discourage stockholders from bringing lawsuits against our directors and officers for any alleged breach of their fiduciary duty.
- Conflicts of interest may arise if a person, or a member of their family, receives improper personal benefits as a result of their position.
Future Outlook
The Company anticipates that each executive officer will continue to serve in his existing capacity under substantially the same compensatory terms as contained in the applicable Employment Agreement.
Industry Context
The document does not provide specific details on how this announcement relates to broader industry trends or competitors.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| President | Keith Rabin | None | July 19, 2024 | Resignation |
Related Party Transactions
- Jennifer Liotta, spouse of CEO Matthew Liotta, was the Company's General Counsel until September 5, 2024, receiving $60,700 in 2024 and $160,000 in 2023.
- John Liotta, brother of CEO Matthew Liotta, was the Company's Executive Vice President of Corporate Development until August 30, 2024, receiving $86,666 in 2024 and $122,500 in 2023.
- As part of our legacy aircraft ownership program, G C Aviation leased a HondaJet HA-420 aircraft from Volato 158, LLC (V158), which is 25% owned by DCL H&I, LLC (DCL).
- Dennis Liotta and his spouse own 100% of DCL.
- Volato, Inc. previously leased hangar and office space from Modern Aero, LLC (Modern Aero), a Florida limited liability company that operates a flight school at the Northeast Florida Regional Airport in St. Augustine, Florida.
- Matthew and Jennifer Liotta hold a majority interest in Modern Aero.
Stakeholder Impact
- The changes in executive compensation and management positions may impact employee morale and investor confidence.
- Related party transactions could raise concerns about potential conflicts of interest and fairness to shareholders.
Key Dates
| Date | Description |
|---|---|
| December 17, 2020 | Date of Warrant Agreement between the Company and Continental Stock Transfer & Trust Company |
| January 21, 2021 | Date of Matthew D. Liotta 2021 Trust |
| August 13, 2021 | Effective date of the 2021 Equity Incentive Plan |
| August 19, 2021 | Michael Nichols has served as a Director of Volato since this date |
| October 2021 | Mark Heinen previously served as Chief Financial Officer of Better Therapeutics, Inc from this date |
| February 1, 2022 | Michael Prachar has served as Volatos Chief Operating Officer since this date |
| April 25, 2022 | Keith Rabin commenced employment with the Company on this date |
| September 2022 | Michael Nichols has served as the Chief Executive Officer of the Piper M-Class Owners & Pilots Association (PMOPA) since this date |
| April 23, 2024 | Christopher Burger has served as a Director of Volato since this date |
| June 1, 2024 | Matthew Liotta's annualized salary decreased from $310,000 to $2,400 effective this date. |
| July 19, 2024 | Keith Rabin resigned as President as of this date. |
| August 30, 2024 | John Liotta, was the Company's Executive Vice President of Corporate Development, until this date |
| September 5, 2024 | The Board provided notice to each of the parties to an employment agreement that the Company elected not to renew the employment agreements pursuant to the terms of such employment agreements. |
| November 30, 2024 | Each employment agreement expired according to its respective terms. |
| December 31, 2024 | Fiscal year end. |
| March 21, 2025 | There were 1,900,893 shares of common stock outstanding. |
| April 28, 2025 | Date for director and executive officer information. |
| April 30, 2025 | Date of signatures for the report. |
Keywords
Form 10-K/A, amendment, directors, executive officers, corporate governance, executive compensation, related party transactions, audit fees, internal controls, Volato Group
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