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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

 

FORM 8-K

__________________________

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 1, 2024

__________________________

 

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

 

Delaware 001-40867 84-4882689

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

 

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

 

(512) 400-4271

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001 per share   VLCN   NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

 

 

 

Item 8.01 Other Events,

 

As previously disclosed in the Form 8-K filed November 20, 2023, in November 2023, Volcon, Inc. (the “Company”) completed a firm commitment underwritten offering pursuant to which it issued, among other securities, certain series A warrants (the “Series A Warrants”) and certain series B warrants (the “Series B Warrants”). Upon the completion of the reverse split on February 2, 2024 and the application of the adjustment terms of the warrants, the Company had outstanding Series A Warrants exercisable into 11,939,865 shares of Company common stock (assuming exercise on an alternative cashless basis) and Series B Warrants exercisable for 7,137,082 shares of Company common stock at an exercise price of $1.8646 per share. In addition, as of the completion of the reverse split and the application of the adjustment terms thereof, the Company had convertible notes outstanding in aggregate principal amount of approximately $32.1 million with a conversion price of $1.8646 per share. As of March 1, 2024, the Company had issued an aggregate of approximately 11.62 million shares of Company common stock upon exercise of Series A Warrants (and Series A Warrants exercisable for approximately 320,000 shares of Company common stock remained outstanding), and had outstanding approximately 15.63 million shares of Company common stock, which includes the issuance of shares of Company common stock upon the conversion of approximately $7.4 million in principal amount of convertible notes.

 

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Volcon, Inc.
  (Registrant)
   
Date: March 1, 2024 /s/ Greg Endo
  Greg Endo
Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover
Mar. 01, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Mar. 01, 2024
Entity File Number 001-40867
Entity Registrant Name Volcon, Inc.
Entity Central Index Key 0001829794
Entity Tax Identification Number 84-4882689
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 3121 Eagles Nest Street, Suite 120
Entity Address, City or Town Round Rock
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78665
City Area Code (512)
Local Phone Number 400-4271
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol VLCN
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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