v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 19. Subsequent Events

 

Registered Direct Offering

 

On April 20, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with LamVen LLC (“LamVen”), an existing investor, and another institutional investor, relating to the offering and sale in a registered direct offering (the “Offering”) of an aggregate of 13,318,181 shares (the “Investor Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) at an offering price of $1.10 per share. In addition, certain of the Company’s directors and officers have agreed to purchase 257,353 shares of Common Stock in the Offering (the “D&O Shares” and, together with the Investor Shares, the “Shares”) at an offering price of $1.36 per share, which was the official closing price of the Company’s common stock on the NYSE on April 17, 2026. The Offering closed on April 21, 2026 (the “Closing Date”).

 

The Company received gross proceeds from the Offering in the aggregate amount of approximately $15 million before deducting financial advisor’s fees and other estimated Offering expenses.


Promissory Note

 

On April 20, 2026, the Company, Southern Airways Express, and Southern Airways Pacific, LLC (South Airways Express and South Airways Pacific, LLC, collectively, the "Borrowers") entered into a promissory note with LamVen (the “2026 LamVen Note”) in an aggregate principal amount of up to $15 million (the “Maximum Principal Amount”). Lender will advance funds (each, an "Advance") on request of the Company or any of the Borrowers; provided such Advances (i) may not exceed $5 million in each consecutive 90-day period commencing on April 20, 2026 and (ii) all Advances under the Note may not exceed the Maximum Principal Amount. The Borrowers' obligations under the 2026 LamVen Note are subject to a security interest on certain aircraft assets of Borrowers and their subsidiaries that may become party to the 2026 LamVen Note (collectively, the “Grantors”), including airframes, engines, propellers, helicopters, and aircraft records relating thereto, subject to certain exceptions (the “Collateral”). In addition to the security interest, the Company and its subsidiaries agree not to create, incur, or suffer to exist any lien, security interest, or encumbrance on the Collateral, subject to certain limitations. The maturity date of the 2026 LamVen Note is April 20, 2029. The 2026 LamVen Note is non-recourse to the Company, and LamVen’s sole remedy for any breach or default is limited to exercise of remedies against the Borrowers.

Upon the later of (i) July 19, 2026 and (ii) the date of an initial Advance under the 2026 LamVen Note, the Borrowers will pay an origination fee in the amount of $1.5 million. The Company may elect to satisfy such origination fee, in whole or in part, in shares of the Company's Common Stock (or pre-funded warrants in lieu thereof), valued at $1.274 per share, the average closing price for the five trading day period ended April 17, 2026. Outstanding principal will bear interest at a rate of 12.5% per annum, payable monthly in cash, shares of the Company’s Common Stock (or pre-funded warrants in lieu thereof), or both, at the Company's election. Interest payments in Common Stock will be valued at $1.274 per share. LamVen is also subject to certain beneficial ownership limitations, which may restrict the Company’s decision to satisfy any of the foregoing with shares of its Common Stock.