Volato Group, Inc. entered into a Common Stock Purchase Agreement with DFU, LLC on October 8, 2026, establishing a facility that allows the company to issue up to $1,000,000,000 in newly issued Class A common stock. The arrangement grants Volato the right, but not the obligation, to sell shares over a 36-month period known as the Investment Period. This equity line of credit provides the North Canton, Ohio-based firm with a mechanism to raise capital while retaining full discretion over the timing and volume of any sales.
The agreement sets specific pricing structures for share sales initiated by Volato. The company may deliver up to two written Put Notices per trading day, covering an aggregate of no more than $6,000,000 in shares. For the first Put Notice, the purchase price is determined as the lesser of the lowest traded price on the delivery date or the average of the three lowest closing sale prices from the preceding ten trading days, subject to a floor price of $0.21. The second Put Notice utilizes a formula based on 95% of specific market averages and bid prices from the preceding five trading days, also subject to the same floor price. These prices may be further reduced if Volato's common stock becomes subject to restrictions by The Depository Trust Company.
DFU, LLC is capped from beneficially owning more than 4.99% of Volato's outstanding common stock under this agreement. Additionally, Volato cannot issue shares that would cause DFU to exceed a 19.99% stake without prior stockholder approval. The investor's obligation to purchase is contingent on customary conditions, including the effectiveness of a registration statement for resale and the continued listing of Volato's stock on an eligible trading market. As consideration for executing the deal, Volato agreed to issue DFU 3,646,974 Commitment Shares and 13,058 shares of Series B convertible preferred stock. This preferred stock is convertible into an aggregate of 56,528,082 shares of common stock, subject to adjustment.
The issuance of these Commitment Securities is not immediate. Volato is not obligated to issue them until NYSE American LLC grants approval for the additional listing application associated with the ELOC transaction. The agreement restricts Volato from entering into similar continuous equity offerings without DFU's consent during the term. The contract may be terminated by Volato with one trading day's notice if no Put Notices are pending, or it will automatically terminate if the Investment Period ends, the maximum share amount is purchased, or the company faces delisting or bankruptcy events.