10/13/2026 | Press release | Distributed by Public on 10/13/2026 04:20
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Stock | $0.1537 | 09/11/2026 | J | 9,601 | (1) | (2) | Common Stock | 40,073,506 | (3) | 9,601 | D | ||||
| Series A-1 Convertible Preferred Stock | $0.1537 | 09/11/2026 | J | 38,406 | (1) | (2) | Common Stock | 160,302,372 | (3) | 38,406 | D | ||||
| Series B-2 Warrant to Purchase Class A Common Stock | $0.8366 | 09/11/2026 | J | 329,130 | (4) | 08/12/2029 | Common Stock | 329,130 | (5) | 329,130 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.4183 | 09/11/2026 | J | 104,379 | (4) | 08/12/2029 | Common Stock | 104,379 | (5) | 104,379 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 10,272,030 | (4) | 02/27/2030 | Common Stock | 10,272,030 | (5) | 10,272,030 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 8,786,074 | (4) | 03/13/2031 | Common Stock | 8,786,074 | (5) | 8,786,074 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 1,905,810 | (4) | 11/01/2031 | Common Stock | 1,905,810 | (5) | 1,905,810 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,722,586 | (4) | 01/15/2032 | Common Stock | 2,722,586 | (5) | 2,722,586 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,722,586 | (4) | 06/20/2032 | Common Stock | 2,722,586 | (5) | 2,722,586 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 1,225,163 | (4) | 10/14/2032 | Common Stock | 1,225,163 | (5) | 1,225,163 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 2,341,716 | (4) | 12/18/2032 | Common Stock | 2,341,716 | (5) | 2,341,716 | D | ||||
| Common A Warrant to Purchase Class A Common Stock | $0.0193 | 09/11/2026 | J | 4,254,921 | (4) | 05/10/2033 | Common Stock | 4,254,921 | (5) | 4,254,921 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Ensey Christopher 7000 BAHIA BEACH BLVD RIO GRANDE, PR 00745 |
X | Chief Executive Officer | ||
| /s/ Christopher Ensey | 10/13/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Series A and Series A-1 preferred stock is convertible on or after the later of the Stockholder Approval Date and the Charter Amendment Effectiveness Date, each as defined in the applicable Certificate of Designations, except that if the Class A Common Stock ceases to be listed on the NYSE American or another Eligible Market, the preferred stock is convertible upon the Charter Amendment Effectiveness Date. |
| (2) | The preferred stock is perpetual and therefore has no expiration date. |
| (3) | Received on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the capital stock of Alignment Engine Inc. held by the reporting person were converted into the right to receive the reported shares of preferred stock. Each share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock has a Stated Value of $641.5267 and is convertible into the number of shares of Class A Common Stock equal to the Stated Value divided by the Conversion Price, initially $0.1537, subject to adjustment. Fractional shares are rounded up to the nearest whole share. |
| (4) | The warrant is not exercisable until the Issuer's stockholders approve the exercise of the Volato options and warrants issued as part of the merger consideration. |
| (5) | Issued on September 11, 2026 pursuant to the Agreement and Plan of Merger dated August 25, 2026, as amended, by and among the Issuer, Volato Alignment Merger Sub, LLC and Alignment Engine Inc. At the effective time of the merger, the reporting person's warrants to purchase common stock of Alignment Engine Inc. were cancelled and replaced with warrants to purchase Class A Common Stock of the Issuer, in amounts and at exercise prices reflecting the ratio of the merger consideration, as set forth in the Aligned Final Allocation Schedule. The warrants carry substantially the same terms, including vesting and duration, as the cancelled warrants. |