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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Empery Digital Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
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): September 2, 2025 (August 29, 2025) Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporat |
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| September 2, 2025 |
Exhibit 99.1 Empery Digital Announces Update on Share Repurchase Program Empery Digital Has Repurchased Over 1 Million Shares Empery Digital Acquires 17 Additional BTC and Now Holds Approximately 4,081 BTC AUSTIN, Texas – September 2, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced an update on its previously authorized share repurchase program. As of |
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| August 27, 2025 |
Filed Pursuant to Rule 424(b)(7) Registration No. 333-289676 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated August 15, 2025) EMPERY DIGITAL INC. 44,414,189 shares of Common Stock Up to 5,728,662 shares of Common Stock Underlying Pre-Funded Warrants Up to 901,542 shares of Common Stock Underlying Gemini Warrant Up to 163,929 shares of Common Stock Underlying Placement Agent Warrants Up to 25,000 |
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| August 25, 2025 |
Exhibit 99.1 Empery Digital Provides Update on Share Repurchase Program Empery Digital Acquires 13 Additional BTC and Now Holds Approximately 4,065 BTC AUSTIN, Texas – August 25, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced an update on its previously authorized share repurchase program. As of August 22, 2025, the Company repurchased 363,395 shares |
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| August 25, 2025 |
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): August 25, 2025 (August 22, 2025) Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporatio |
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| August 18, 2025 |
As filed with the Securities and Exchange Commission on August 15, 2025 Table of Contents As filed with the Securities and Exchange Commission on August 15, 2025 Registration No. |
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| August 18, 2025 |
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): August 18, 2025 (August 15, 2025) Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporatio |
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| August 18, 2025 |
Exhibit 99.1 Empery Digital Secures $25 Million Credit Facility to Fund Share Repurchases Company Anticipates Additional $75 million Facility for Total Funding availability $100 Million Low Fees on Share Repurchase Program Empery Digital Acquires 25 Additional BTC and Now Holds Approximately 4,052 BTC AUSTIN, Texas – August 18, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Di |
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| August 18, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Empery Digital Inc. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 12, 2025 |
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): August 12, 2025 Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 12, 2025 |
Empery Digital Reports Operational Highlights and Second Quarter 2025 Financial Results Exhibit 99.1 Empery Digital Reports Operational Highlights and Second Quarter 2025 Financial Results AUSTIN, TX, August 12th, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (“Empery Digital'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended June 30, 2025. Company Highlights: ● Initiated B |
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| August 6, 2025 |
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): August 6, 2025 (August 6, 2025) Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| August 6, 2025 |
Exhibit 99.1 Empery Digital Acquires 88 Additional BTC and Now Holds Over 4,000 BTC Announces Launch of EmperyDigital.com Treasury Dashboard AUSTIN, Texas – August 6, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that since the last update on August 3, 2025, the Company has acquired an additional 87.62 BTC for a total purchase price of $10.0 million. |
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| August 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): August 4, 2025 (August 4, 2025) Empery Digital Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| August 4, 2025 |
Empery Digital Acquires 110 Additional BTC and Now Holds Over 3,913 BTC Exhibit 99.1 Empery Digital Acquires 110 Additional BTC and Now Holds Over 3,913 BTC AUSTIN, Texas – August 4, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that since the last update on July 31st, the Company has acquired an additional 110.00 BTC for a total purchase price of $12.6 million. As of the time of this release, the Company holds 3,913.23 |
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| July 31, 2025 |
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): July 31, 2025 (July 31, 2025) Empery Digital, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| July 31, 2025 |
Exhibit 99.1 New Name Reflects Strategic Pivot to BTC Treasury Focus VLCN Shares to Now Trade Under “EMPD” 303 Additional BTC Acquired, Treasury Holdings Now 3,803 BTC AUSTIN, Texas – July 31, 2025 – Empery Digital Inc. (NASDAQ: EMPD) (the “Company” or “Empery Digital”) today announced that it has changed its name from Volcon Inc., to Empery Digital Inc. aligning its name and branding with its new |
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| July 30, 2025 |
Up to $1,000,000,000 of Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-289071 Prospectus Supplement (to Prospectus dated July 30, 2025) Up to $1,000,000,000 of Shares of Common Stock On October 18, 2024, we entered into that certain At-The-Market Issuance Sales Agreement with Aegis Capital Corp. (“Aegis”), as amended by Amendment No. 1 to the At-The-Market Issuance Sales Agreement on July 14, 2025 (the “sales agre |
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| July 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3ASR (Form Type) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration |
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| July 30, 2025 |
As filed with the Securities and Exchange Commission on July 30, 2025 Table of Contents As filed with the Securities and Exchange Commission on July 30, 2025 Registration No. |
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| July 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrat |
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| July 29, 2025 |
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): July 28, 2025 (July 28, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 29, 2025 |
Exhibit 99.1 Volcon Acquires 317 Additional BTC and Now Holds Over 3,500 BTC This Week Volcon to Change Name to Empery Digital Inc. AUSTIN, Texas – July 28, 2025 - Volcon, Inc. (NASDAQ: VLCN). (the “Company,” “Volcon” or “Empery Digital”) today announced updates to its bitcoin acquisition strategy and current holdings. Since its last update on July 25th, the company has acquired an additional 316. |
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| July 29, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Second Amended and Restated Certificate of Incorporation, as amended (the “Amended and Restated Certificate of Incorporation”), in accordance with |
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| July 29, 2025 |
Third Amended and Restated Bylaws of Empery Digital Inc. Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF EMPERY DIGITAL INC. (A DELAWARE CORPORATION) Table of Contents Page ARTICLE I —Corporate Offices 1 1.1 Registered Office. 1 1.2 Other Offices. 1 ARTICLE II —Meetings of Stockholders 1 2.1 Place of Meetings. 1 2.2 Annual Meeting. 1 2.3 Special Meeting. 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election t |
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| July 25, 2025 |
Exhibit 99.1 Volcon Initiates Strategic Bitcoin Treasury Program and Expands Share Repurchase Authorization to $100 Million Volcon Now Holds Over 3,183 BTC AUSTIN, Texas – July 25, 2025 - Volcon, Inc. (NASDAQ: VLCN) (the “Company,” “Volcon” or “Empery Digital”) today announced that as of July 25th at 8:00am ET, the Company holds 3,183.37 BTC acquired for an aggregate purchase price of ~$375 millio |
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| July 25, 2025 |
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): July 25, 2025 (July 24, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 22, 2025 |
Exhibit 99.1 Volcon Closes over $500 Million Private Placement to Initiate Bitcoin Treasury Strategy Company currently holds 280.14 BTC on its balance sheet and intends to use the net proceeds from this financing to rapidly increase its BTC holdings Volcon plans to change name to Empery Digital, Inc., and change ticker to EMPD AUSTIN, Texas – July 21, 2025 - Volcon, Inc. (NASDAQ: VLCN) (the “Compa |
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| July 22, 2025 |
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): July 21, 2025 (July 17, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 17, 2025 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
Employment Agreement dated July 17, 2025 by and between Volcon, Inc. and Timothy Silver Exhibit 10.9 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 17, 2025 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and Timothy Silver (“Executive”), and the Company and the Executive collectively referred to h |
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| July 17, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 17, 2025, by and between VOLCON, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made in connection with: (a) that certain se |
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| July 17, 2025 |
Employment Agreement dated July 17, 2025 by and between Volcon, Inc. and Brett Director Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 17, 2025 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and Brett Director (“Executive”), and the Company and the Executive collectively referred to |
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| July 17, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2025, between VOLCON, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 17, 2025 |
Exhibit 99.2 1 Strictly Private & Confidential Project Viper Investor Presentation July 2025 Strictly Private & Confidential 2 Strictly Private & Confidential Disclaimer This presentation is being delivered to a limited number of parties for discussion purposes only and shall not form the basis for or be relied on in connection with any contractually binding commitment . By accepting this presenta |
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| July 17, 2025 |
Consultant Termination Agreement Exhibit 10.6 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”), is made and entered into as of July 11, 2025 (the “Effective Date”), by and between Highbridge Consultants, LLC (the “Consultant”), and Volcon, Inc. (the “Company”), a Delaware corporation. The Company and Consultant may be referred to collectively as the “Parties” or individually as a “Party. |
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| July 17, 2025 |
Exhibit 10.5 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. Custodial Services Agreement This Custodial Services Agreement (“Custody Agreement” or “Agreement”) is entered into and effective as of July 13, 2025 between Volcon, Inc. |
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| July 17, 2025 |
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): July 17, 2025 (July 11, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 17, 2025 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2025, between VOLCON, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
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| July 17, 2025 |
Employment Agreement dated July 17, 2025 by and between Volcon, Inc. and Greg Endo Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 17, 2025 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and Greg Endo (“Executive”), and the Company and the Executive collectively referred to herei |
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| July 17, 2025 |
Strategic Digital Assets Services Agreement Exhibit 10.4 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. STRATEGIC DIGITAL ASSETS SERVICES AGREEMENT This STRATEGIC DIGITAL ASSETS SERVICES AGREEMENT (this “Agreement”), effective July 13, 2025 (the “Effective Date”), is entered |
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| July 17, 2025 |
Employment Agreement dated July 17, 2025 by and between Volcon, Inc. and Ryan Lane Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 17, 2025 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and Ryan Lane (“Executive”), and the Company and the Executive collectively referred to herein |
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| July 17, 2025 |
Risks Related to the Company’s Business and Bitcoin Strategy and Holdings Exhibit 99.3 Risks Related to the Company’s Business and Bitcoin Strategy and Holdings The Company intends to use the net proceeds from the Private Placements to purchase or otherwise acquire Bitcoin, the price of which has been, and will likely continue to be, highly volatile. The Company’s operating results and share price may significantly fluctuate, including due to the highly volatile nature |
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| July 17, 2025 |
Employment Agreement dated July 17, 2025 by and between Volcon, Inc. and John Kim Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 17, 2025 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and John Kim (“Executive”), and the Company and the Executive collectively referred to herein |
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| July 17, 2025 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
Exhibit 99.1 Volcon Announces over $500,000,000 Private Placement to Initiate Bitcoin Treasury Strategy Effective today, Volcon will adopt a Bitcoin Treasury Strategy Ryan Lane, co-founder and Managing Member of Empery Asset Management, LP, has been appointed co-CEO and Chairman of the Board of Directors of the Company effective today Volcon continues to transform its electric off road power sport |
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| July 17, 2025 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
Exhibit 10.7 VOLCON, INC. Amendment No. 1 to the At-The-Market Issuance Sales Agreement July , 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10015 Ladies and Gentlemen: Reference is made to the At-The-Market Issuance Sales Agreement Agreement, dated October 18, 2024, between Volcon, Inc., a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis” or th |
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| June 12, 2025 |
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): June 12, 2025 (June 9, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 12, 2025 |
Amendment to Amended and Restated Certificate of Incorporation of Volcon, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and exe |
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| June 12, 2025 |
Volcon Announces Reverse Stock Split Exhibit 99.1 Volcon Announces Reverse Stock Split AUSTIN, Texas, June 10, 2025 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock spli |
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| May 30, 2025 |
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): May 30, 2025 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) |
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| May 16, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 16, 2025 (May 13, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 6, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 30, 2025 |
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): April 30, 2025 (April 24, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commi |
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| April 30, 2025 |
Exhibit 10.1 AMENDED AND RESTATED SUPPLIER AGREEMENT This Amended and Restated Supplier Agreement (this “Agreement”) effective as of April 24, 2025 (“Effective Date”) is between Venom-EV, a Wisconsin S Corporation with offices at 251 8th Street Monroe WI 53566 (“Buyer”), and Volcon, Inc., a Delaware C corporation with offices at 3121 Eagles Nest Street Suite 120. Round Rock, TX 78665 (“Supplier,” |
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| April 30, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 29, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
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| April 25, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
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| March 31, 2025 |
Description of Registrant’s Securities Exhibit 4.24 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary is a description of the material terms of our capital stock. This summary is not complete, and is qualified by reference to our amended and restated certificate of incorporation, and our amended and restated bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. W |
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| March 31, 2025 |
Volcon, Inc. Insider Trading Policy Exhibit 19.1 Volcon, Inc. INSIDER TRADING POLICY (adopted January 1, 2022) Purpose This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in Volcon, Inc. (the “Company”) securities and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s board of directors has adopted this Policy to pro |
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| March 31, 2025 |
Exhibit 10.24 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (“Agreement”) is made a |
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| March 18, 2025 |
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 18, 2025 (March 17, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 17, 2025 |
Volcon ePowersports Reports Operational Highlights and Fourth Quarter 2024 Financial Results Exhibit 99.1 Volcon ePowersports Reports Operational Highlights and Fourth Quarter 2024 Financial Results AUSTIN, TX (March 17, 2025) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended December 31, 2024 Company Highlights: · Signed exclusive golf |
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| March 17, 2025 |
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 17, 2025 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 |
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| February 27, 2025 |
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): February 27, 2025 (February 21, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| February 27, 2025 |
Supplier Agreement, dated February 25, 2025, by and between Volcon, Inc. and Venom-EV Exhibit 10.1 SUPPLIER AGREEMENT This Supplier Agreement (this “Agreement”) effective as of February 25, 2025 (“Effective Date”) is between Venom-EV, a Wisconsin S Corporation with offices at 251 8th Street Monroe WI 53566 (“Buyer”), and Volcon, Inc., a Delaware C corporation with offices at 3121 Eagles Nest Street Suite 120. Round Rock, TX 78665 (“Supplier,” and together with Buyer, the “Parties,” |
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| February 10, 2025 |
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): February 10, 2025 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 10, 2025 |
Exhibit 99.1 Annual Volcon CEO Update Austin, TX, February 10th, 2025 – After one year of John Kim at the helm of Volcon ePowersports, their recent successes can be attributed to his strategic shift. In the last 12 months Mr. Kim was able to switch Volcon from being a mostly R&D organization developing its own electric offroad technologies into a company that is focused on collaborating with manuf |
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| February 6, 2025 |
Underwriting Agreement, dated February 5, 2025, with Aegis Capital Exhibit 1.1 UNDERWRITING AGREEMENT February 5, 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 6,000,000 of the Company’s units ( |
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| February 6, 2025 |
Form of Pre-Funded Warrants issued in February 2025 Exhibit 4.2 REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: [●] Initial Exercise Date: February 6, 2025 Issuance Date: February 6, 2025 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions her |
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| February 6, 2025 |
Volcon, Inc. Announces Pricing of $12.0 Million Underwritten Public Offering Exhibit 99.1 February 5, 2025 Volcon, Inc. Announces Pricing of $12.0 Million Underwritten Public Offering AUSTIN, TX / ACCESS Newswire / February 5, 2025 /Volcon, Inc. (NASDAQ:VLCN) (the "Company"), the first all-electric, off-road powersports company, today announced the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $12. |
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| February 6, 2025 |
Volcon, Inc. Announces Closing of $12.0 Million Underwritten Public Offering Exhibit 99.2 February 6, 2025 Volcon, Inc. Announces Closing of $12.0 Million Underwritten Public Offering AUSTIN, TX / ACCESS Newswire / February 6, 2025 /Volcon, Inc. (Nasdaq:VLCN) (the "Company"), the first all-electric, off-road powersports company, today announced the closing of its previously announced firm commitment underwritten public offering. Gross proceeds to the Company were approxima |
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| February 6, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 Prospectus Supplement (to Prospectus dated March 21, 2023) 430,000 Common Units consisting of shares of Common Stock and a Common Warrant and 5,570,000 Pre-Funded Units consisting of Pre-Funded Warrants and a Common Warrant (and 5,570,000 shares of Common Stock underlying the Pre-Funded Warrants) Up to 6,000,000 shares of Common Stock un |
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| February 6, 2025 |
Form of Warrants issued in February 2025 Exhibit 4.1 REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: [●] Initial Exercise Date: February 6, 2025 Issuance Date: February 6, 2025 THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo |
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| February 6, 2025 |
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): February 6, 2025 (February 5, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| February 5, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities |
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| February 5, 2025 |
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): February 5, 2025 (February 5, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| February 4, 2025 |
Exhibit 10.1 DISTRIBUTION AGREEMENT 分销协议 This Distribution Agreement (this “Agreement”) effective as of January 31, 2025 (“Effective Date”) is between Super Sonic Company Limited, a Vietnam corporation with offices at Factory No.6, Lot NQ, Dai An Industrial Park, Km 51, National Highway 5, Tu Minh Ward Hai Duong City, Hai Duong Province, Vietnam (“Manufacturer”), and Volcon, Inc., a Delaware corpo |
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| February 4, 2025 |
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): February 4, 2025 (January 31, 2025) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| December 6, 2024 |
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): December 6, 2024 (December 5, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| December 2, 2024 |
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): December 2, 2024 (December 2, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| November 20, 2024 |
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): November 20, 2024 (November 19, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| November 14, 2024 |
VLCN / Volcon, Inc. / Iroquois Capital Management, LLC Passive Investment SC 13G/A 1 c110564sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92864V400 (CUSIP Numb |
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| November 14, 2024 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 ex1.htm JOINT ACQUISITION STATEMENT Volcon, Inc. Schedule 13G/A Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the unde |
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| November 14, 2024 |
VLCN / Volcon, Inc. / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92864V400 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| November 8, 2024 |
Amendment to Amended and Restated Certificate of Incorporation of Volcon, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and exe |
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| November 8, 2024 |
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): November 8, 2024 (November 8, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| November 8, 2024 |
Volcon Announces Reverse Stock Split Exhibit 99.1 Volcon Announces Reverse Stock Split AUSTIN, Texas, November 7, 2024 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-8 reverse stock s |
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| November 6, 2024 |
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): November 6, 2024 (November 1, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 21, 2024 |
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): October 21, 2024 (October 21, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 21, 2024 |
Volcon CEO John Kim provides a UTV product roadmap update EXHIBIT 99.1 Volcon CEO John Kim provides a UTV product roadmap update Austin, TX, October 21, 2024 – Volcon ePowersports (NASDAQ: VLCN) is pleased to share a company update video featuring CEO John Kim discussing updates around the latest product lineup. To watch the full update, visit this https://www.youtube.com/watch?v=Zm7jAv4eQCA For media inquiries, please contact: [email protected] About Vol |
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| October 18, 2024 |
Up to $100,000,000 of Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 Prospectus Supplement (to Prospectus dated March 21, 2023) Up to $100,000,000 of Shares of Common Stock On October 18, 2024, we entered into a certain Sales Agreement, or sales agreement, with Aegis Capital Corp. (“Aegis”) relating to shares of our common stock offered by this prospectus supplement. In accordance with the terms of the sa |
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| October 18, 2024 |
Exhibit 1.1 VOLCON, INC. Common Stock (par value $0.00001 per share) At-The-Market Issuance Sales Agreement October 18, 2024 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, N.Y. 10015 Ladies and Gentlemen: Volcon, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Aegis”), as follows: Section 1. Issuance and Sale |
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| October 18, 2024 |
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): October 18, 2024 (October 18, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 16, 2024 |
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): October 16, 2024 (October 15, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 16, 2024 |
Form of Pre-Funded Warrants issued in October 2024 Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: , 2024 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this |
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| October 16, 2024 |
Form of Exchange Agreement by and between the Company and the shareholder party thereto Exhibit 10.1 VOLCON, INC. SECURITIES EXCHANGE AGREEMENT This Securities Exchange Agreement (this “Agreement”) is made as of October , 2024 (“Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”), and the holder signatory hereto. (collectively, the “Holder”). RECITALS WHEREAS, the Holder currently holds a number of shares (“Shares”) of common Stock, par value $00001, |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| October 9, 2024 |
VLCN / Volcon, Inc. / Empery Asset Management, LP - VOLCON, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 92864V400 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| October 8, 2024 |
October 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Attention: Thomas Jones Re: Volcon, Inc. |
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| September 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| September 13, 2024 |
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): September 13, 2024 (September 9, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| August 6, 2024 |
Volcon ePowersports Reports Second Quarter 2024 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports Second Quarter 2024 Operational and Financial Results AUSTIN, TX (August 6, 2024) - Volcon Inc. (NASDAQ: VLCN) (“Volcon’’, the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended June 30, 2024 Company Highlights: ● Regained Nasdaq compliance July 17, |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 6, 2024 |
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): August 6, 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 |
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| August 2, 2024 |
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): August 2, 2024 (August 1, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commi |
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| July 29, 2024 |
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): July 29, 2024 (July 29, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 18, 2024 |
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): July 17, 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) |
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| July 16, 2024 |
VLCN / Volcon, Inc. / Iroquois Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92864V400 (CUSIP Number) July 11, 2024 (Date of Eve |
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| July 12, 2024 |
Form of Pre-Funded Warrants issued in July 2024 Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: [●] Initial Exercise Date: July [●], 2024 Issue Date: July [●], 2024 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth |
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| July 12, 2024 |
Placement Agency Agreement dated July 11, 2024 Exhibit 10.2 July 11, 2024 PERSONAL AND CONFIDENTIAL Mr. Greg Endo, Chief Financial Officer Volcon, Inc. 3121 Eagles Nest Street, Suite 120 Round Rock, TX 78665 Re: VLCN | Registered Direct Shelf Takedown | Placement Agent Agreement Dear Mr. Endo: The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agen |
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| July 12, 2024 |
820,836 Shares of Common Stock Pre-Funded Warrants to Purchase 2,466,836 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 Prospectus Supplement (to Prospectus dated March 21, 2023) 820,836 Shares of Common Stock Pre-Funded Warrants to Purchase 2,466,836 Shares of Common Stock We are offering 820,836 shares of our common stock (the “Shares”) at a price of $3.65 per share, to investors pursuant to this prospectus supplement and the accompanying prospectus, an |
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| July 12, 2024 |
Volcon Announces Pricing of $12 Million Registered Direct Offering Priced At-The-Market Exhibit 99.1 Volcon Announces Pricing of $12 Million Registered Direct Offering Priced At-The-Market AUSTIN, TX / ACCESSWIRE / July 11, 2024 / Volcon Inc. (NASDAQ:VLCN), ("Volcon" or the "Company"), the first all-electric, off-road powersports company, today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of 3,287,671 |
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| July 12, 2024 |
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): July 12, 2024 (July 11, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 12, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 11, 2024, between Volcon, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condition |
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| June 14, 2024 |
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): June 14, 2024 (June 11, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| June 7, 2024 |
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): June 7, 2024 (June 5, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 7, 2024 |
Volcon Announces Reverse Stock Split Exhibit 99.1 Volcon Announces Reverse Stock Split AUSTIN, Texas, June 5, 2024 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-100 reverse stock spl |
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| June 7, 2024 |
Amendment to Amended and Restated Certificate of Incorporation of Volcon, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and exe |
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| May 30, 2024 |
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): May 30, 2024 (May 28, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 20, 2024 |
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): May 20, 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) |
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| May 20, 2024 |
Form of Notes issued in May 2024 Exhibit 4.1 [FORM OF SENIOR NOTE] THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT |
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| May 20, 2024 |
Form of Warrants issued in May 2024 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 20, 2024 |
Placement Agency Agreement dated May 19, 2024 Exhibit 10.2 AEGIS CAPITAL CORP. May 19, 2024 PERSONAL AND CONFIDENTIAL Mr. Greg Endo, Chief Financial Officer Volcon, Inc. 3121 Eagle’s Nest, Suite 120 Round Rock, TX 78665 Re: VLCN Secondary Public Offering Dear Mr. Endo: The purpose of this placement agent agreement (the “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the lead placement agent |
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| May 20, 2024 |
Form of Securities Purchase Agreement by and among the Company and the Investors, dated May 20, 2024 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Volcon, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)). WHEREAS, subject to the terms and conditions set forth i |
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| May 17, 2024 |
Form of Pre-Funded Warrant issued in May 2024 Exhibit 4.2 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: Initial Exercise Date: , 2024 Issue Date: , 2024 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until |
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| May 17, 2024 |
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): May 17, 2024 (May 17, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissio |
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| May 17, 2024 |
Form of Series B Warrant Amendment Exhibit 4.1 SERIES B WARRANT AMENDMENT This Series B Warrant Amendment dated as of May 17, 2024 (the “Amendment”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Series B Warrants issued on November 17, 2023 (the “Warrants”). WITNESSETH: WHEREAS, Section 6(l) of the Warrants provides that the Warrants may be modified or amended with the writ |
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| May 17, 2024 |
Form of Exchange Agreement by and among the Company and certain Holders Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is dated as of May 17, 2024, between Volcon, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)). WHEREAS, subject to the terms and conditions set forth in this Agreement, the |
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| May 7, 2024 |
Volcon ePowersports Reports First Quarter 2024 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports First Quarter 2024 Operational and Financial Results AUSTIN, TX (May 7, 2024) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the quarter ended March 31, 2024 Company Highlights: ● Nasdaq extension for compliance by June |
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| May 7, 2024 |
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): May 7, 2024 (May 7, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 5, 2024 |
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): April 5, 2024 (April 5, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 5, 2024 |
Second Amended and Restated Bylaws of Volcon, Inc Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF VOLCON, INC. (A DELAWARE CORPORATION) Table of Contents ARTICLE I - Corporate Offices 1 1.1 Registered Office. 1 1.2 Other Offices. 1 ARTICLE II —Meetings of Stockholders 1 2.1 Place of Meetings. 1 2.2 Annual Meeting. 1 2.3 Special Meeting. 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for Election to the Boar |
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| April 4, 2024 |
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): April 4, 2024 (April 2, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 28, 2024 |
Description of Registrant’s Securities Exhibit 4.21 DESCRIPTION OF THE REGISTRANT’S SECURITIES The following summary is a description of the material terms of our capital stock. This summary is not complete, and is qualified by reference to our amended and restated certificate of incorporation, and our amended and restated bylaws, which are filed as exhibits to this Annual Report on Form 10-K and are incorporated by reference herein. W |
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| March 28, 2024 |
Volcon ePowersports Reports 2023 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports 2023 Operational and Financial Results AUSTIN, TX (March 28, 2024) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'', the “Company” or “we”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the year ended December 31, 2023. Company Highlights: ● Completes hearing with Nasdaq ● John Kim appointe |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
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| March 28, 2024 |
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 28, 2024 (March 28, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 28, 2024 |
Dodd-Frank Restatement Recoupment Policy Exhibit 97 Volcon, Inc. Dodd-Frank Restatement Recoupment Policy 1. Introduction The Board of Directors (the “Board”) of Volcon, Inc. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy providing for the recoupment by the Company of certain Incentive-Based Compensation paid to Executives Officers in the case of a Restatement (as defined below) (the “Pol |
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| March 25, 2024 |
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 25, 2024 (March 25, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 25, 2024 |
Exhibit 3.1 VOLCON, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW Volcon, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), in accordance with Section 242 of the DGCL, does |
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| March 4, 2024 |
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 4, 2024 (March 3, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| March 4, 2024 |
Exhibit 3.1 VOLCON, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, John Kim and Greg Endo, do hereby certify that: 1. They are the President and Secretary, respectively, of Volcon, Inc., a Delaware corporation (the “Corporation” or “Company”). 2. The Corp |
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| March 4, 2024 |
Form of Note Exchange Agreement dated March 3, 2024 Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this "Agreement") is dated as of March 3, 2024, between Volcon, Inc., a Delaware corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers")). WHEREAS, subject to the terms and conditions set forth in this Agreement, the |
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| March 1, 2024 |
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) |
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| February 23, 2024 |
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): February 23, 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 Num |
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| February 16, 2024 |
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): February 16, 2024 (February 12, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92864V202 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| February 5, 2024 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Volcon, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and exe |
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| February 5, 2024 |
Employment Agreement between Volcon, Inc. and Greg Endo dated January 30, 2024 Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 30, 2024 (the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and Greg Endo (“Executive”, and the Company and the Executive collectively referred to here |
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| February 5, 2024 |
Employment Agreement dated January 30, 2024 between Volcon, Inc. and John Kim Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of January 30, 2024 with an employment date of February 3, 2024 (such employment date, the “Effective Date”), by and between Volcon, Inc., a Delaware corporation (the “Company”) having its principal place of business at 3121 Eagles Nest Street, Suite 120, Round Rock, TX 78665, and John Kim (“Executive” |
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| February 5, 2024 |
Volcon Announces Reverse Stock Split Exhibit 99.1 Volcon Announces Reverse Stock Split AUSTIN, Texas, January 31, 2024 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-45 reverse stock |
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| February 5, 2024 |
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): February 5, 2024 (January 30, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| February 5, 2024 |
Consulting Agreement between Volcon, Inc. and Jordan Davis dated February 1, 2024 Exhibit 10.3 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made as of February 1, 2024 (“Effective Date”), by and between Volcon , Inc., a Delaware corporation (“Company”), and Jordan Davis (“Consultant”). Company desires to have Consultant perform consulting services as an independent contractor to Company and Consultant desires to perform such services for Company, subject to a |
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| January 19, 2024 |
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): January 19, 2024 (January 14, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| January 12, 2024 |
Submission of Matters to a Vote of Security Holders 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): January 12, 2024 (January 12, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| January 11, 2024 |
VLCN / Volcon, Inc. / Empery Asset Management, LP - VOLCON, INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 92864V202 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sche |
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| January 5, 2024 |
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): January 4, 2024 (January 5, 2024) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Com |
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| January 4, 2024 |
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): January 4, 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 Numbe |
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| December 27, 2023 |
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): December 27, 2023 (December 26, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| December 26, 2023 |
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): December 26, 2023 (December 19, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| December 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| November 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Volcon, Inc. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 92864V103 (CUSIP Number) November 16, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| November 24, 2023 |
Joint Acquisition Statement Pursuant to Section 240.13d-1(k) EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity o |
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| November 20, 2023 |
Underwriting Agreement by and among Volcon, Inc. and Aegis Capital Corp., dated September 15, 2023 Exhibit 1.1 Underwriting Agreement November 16, 2023 Aegis Capital Corp. c/o Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of 42,85 |
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| November 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): November 17, 2023 (November 16, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| November 20, 2023 |
Form of Amended and Restated Convertible Note Exhibit 4.4 AMENDED AND RESTATED SERIES A SENIOR CONVERTIBLE NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE O |
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| November 20, 2023 |
Form of Amended and Restated Warrant issued in November 2023 Exhibit 4.5 AMENDED AND RESTATED WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PUR |
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| November 20, 2023 |
Volcon, Inc. Announces Closing of $18.0 Million Underwritten Public Offering Exhibit 99.1 Volcon, Inc. Announces Closing of $18.0 Million Underwritten Public Offering AUSTIN, TX / ACCESSWIRE / November 17, 2023 / Volcon, Inc. (NASDAQ: VLCN), ("Volcon" or the "Company"), the first all-electric, off-road powersports company, announced today the closing of a firm commitment underwritten public offering. The aggregate gross proceeds to the Company were $18.0 million, before de |
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| November 20, 2023 |
Form of Pre-Funded Warrant issued in November 2023 Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: [●] Initial Exercise Date: November 17, 2023 Issue Date: November 17, 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set |
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| November 20, 2023 |
Form of Series A Warrant issued in November 2023 Exhibit 4.2 SERIES A COMMON SHARE PURCHASE WARRANT VOLCON, INC. Warrant Shares:[●] Initial Exercise Date: November 17, 2023 Issue Date: November 17, 2023 THIS SERIES A COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| November 20, 2023 |
Form of Series B Warrant issued in November 2023 Exhibit 4.3 SERIES B COMMON SHARE PURCHASE WARRANT VOLCON, INC. Warrant Shares:[●] Initial Exercise Date: November 17, 2023 Issue Date: November 17, 2023 THIS SERIES B COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at |
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| November 20, 2023 |
Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement dated as of November 17, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) and a Holder of Warrants (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them |
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| November 17, 2023 |
Table of Contents PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-274800 3,326,042 Common Units consisting of shares of Common Stock, Series A Warrants and Series B Warrants and/or 39,531,100 Pre-Funded Units consisting of Pre-Funded Warrants, Series A Warrants and Series B Warrants (and 39,531,100 shares of common stock underlying the Pre-Funded Warrants) Up to 45,000,000 shares |
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| November 16, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): November 16, 2023 (November 15, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| November 16, 2023 |
Volcon, Inc. Announces Pricing of $18.0 Million Underwritten Public Offering Exhibit 99.1 Volcon, Inc. Announces Pricing of $18.0 Million Underwritten Public Offering AUSTIN, TX / ACCESSWIRE / November 16, 2023 / Volcon, Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, announced today the pricing of a firm commitment underwritten public offering with gross proceeds to the Company expected to be approximately $18.0 mill |
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| November 13, 2023 |
Volcon, Inc. 3121 Eagles Nest, Suite 120 Round Rock, TX 78665 November 13, 2023 Volcon, Inc. 3121 Eagles Nest, Suite 120 Round Rock, TX 78665 November 13, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Volcon, Inc. Registration Statement on Form S-1 (the “Registration Statement”) File No. 333-274800 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities |
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| November 13, 2023 |
November 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 8, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(3) Fee Rate Amount of Registration Fee Equity Common Units, consisting of (i) |
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| November 8, 2023 |
Exhibit 4.14 [SERIES A][SERIES B] COMMON SHARE PURCHASE WARRANT VOLCON, INC. Warrant Shares:[●] Initial Exercise Date: [●], 2023 Issue Date: [●], 2023 CUSIP: ISIN: THIS [SERIES A][SERIES B] COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions here |
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| November 8, 2023 |
As filed with the Securities and Exchange Commission on November 8, 2023 Table of Contents As filed with the Securities and Exchange Commission on November 8, 2023 Registration No. |
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| November 8, 2023 |
Form of Underwriting Agreement* Exhibit 1.1 Underwriting Agreement November , 2023 Aegis Capital Corp. c/o Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of [•] com |
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| November 8, 2023 |
Form of Warrant Agent Agreement Exhibit 4.15 WARRANT AGENT AGREEMENT THIS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November [•], 2023, is between Volcon, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”) |
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| November 8, 2023 |
Exhibit 4.13 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK VOLCON, INC. Warrant Shares: [●] Initial Exercise Date: November [●], 2023 Issue Date: November [●], 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter |
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| November 8, 2023 |
Form of Representative’s Warrant Exhibit 4.16 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2023 (THE ”EFFECTIV |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| October 31, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): October 31, 2023 (October 30, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 31, 2023 |
Volcon ePowersports Reports Third Quarter 2023 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports Third Quarter 2023 Operational and Financial Results AUSTIN, TX (October 31, 2023) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'' or the “Company”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the third quarter of 2023. Company Highlights: · Announced the Stag trim packages, including pr |
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| October 30, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 30, 2023 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| October 30, 2023 |
Form of Warrant Inducement Letter dated October 30, 2023 Exhibit 10.1 VOLCON, INC. October 29, 2023 Holder of Common Stock Purchase Warrant Re: Inducement Offer to Reprice Common Stock Purchase Warrants Dear Holder: In an effort for Volcon, Inc. (the “Company”) to raise cash, the Company is pleased to offer to you (the “Holder”) the opportunity, with respect to of the Amended and Restated Common Stock Purchase Warrants exercisable into Warrant Shares (a |
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| October 16, 2023 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Volcon, Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and exe |
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| October 16, 2023 |
Form of Warrant issued to GLV Ventures Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| October 16, 2023 |
First Amendment dated October 11, 2023 to the Volcon Stag Supplier Agreement Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. VOLCON STAG SUPPLIER AGREEMENT AMENDMENT 1 This Amendment 1 (the “Amendment”) is made to the following suppli |
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| October 16, 2023 |
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): October 13, 2023 (October 10, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (C |
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| October 16, 2023 |
Volcon Announces Reverse Stock Split Exhibit 99.1 Volcon Announces Reverse Stock Split AUSTIN, Texas, Oct. 13, 2023 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-5 reverse stock spli |
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| October 16, 2023 |
Form of Warrant Inducement Letter dated October 13, 2023 Exhibit 10.2 VOLCON, INC. October 13, 2023 Holder of Common Stock Purchase Warrant Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Volcon, Inc. (the “Company”) is pleased to offer to you (the “Holder”) the opportunity to exercise up to [ ] of the Amended and Restated Common Stock Purchase Warrants currently held by you (the “Applicable Warrants”) at a reduced exercise |
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| October 12, 2023 |
Entry into a Material Definitive Agreement 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): October 12, 2023 (October 6, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Co |
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| October 10, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): October 10, 2023 (October 4, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Co |
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| October 10, 2023 |
Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the issuer treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT BETWEEN UNITED STATES ARMY ENGINEER RESEARCH AND DEVELOPMENT C |
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| October 2, 2023 |
Form of New Warrants issued in September 2023 warrant inducement Exhibit 4.1 [FORM OF WARRANT] NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| October 2, 2023 |
Form of Warrant Inducement Letter dated September 29, 2023 Exhibit 10.2 VOLCON, INC. September 29, 2023 Holder of Common Stock Purchase Warrant Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Volcon, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise of the Amended and Restated Common Stock Purchase Warrants set forth on the signature page hereto (the “Applicable Warrants”) currently held by you (the “ |
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| October 2, 2023 |
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): October 2, 2023 (September 29, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) ( |
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| September 29, 2023 |
As filed with the Securities and Exchange Commission on September 29, 2023 Table of Contents As filed with the Securities and Exchange Commission on September 29, 2023 Registration No. |
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| September 29, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee |
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| September 27, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 27, 2023 (September 22, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation |
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| September 27, 2023 |
Exhibit 10.3 GUARANTY among VOLCON EPOWERSPORTS, LLC, a Colorado Limited Liability Company, VOLCON EPOWERSPORTS, LLC, a Delaware Limited Liability Company and EMPERY TAX EFFICIENT, LP, as Collateral Agent dated as of September 22, 2023 TABLE OF CONTENTS Article I Definitions 2 Article II Agreement to Guarantee Obligations 4 Section 2.01 Guaranty. 4 Section 2.02 Limitation of Liability; Keepwell. 5 |
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| September 27, 2023 |
Exhibit 10.2 SECURITY AGREEMENT between VOLCON, INC., as Grantor VOLCON EPOWERSPORTS, LLC, a Colorado limited liability company, as Grantor VOLCON EPOWERSPORTS, LLC, a Delaware limited liability company, as Grantor and EMPERY TAX EFFICIENT, LP, as Collateral Agent dated as of September 22, 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.01 Definitions. 2 Section 1.02 Re |
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| September 18, 2023 |
Exhibit 99.2 Volcon, Inc. Closes $700,000 Underwritten Public Offering, Utilizing Current Remaining Shelf Availability AUSTIN, TX / ACCESSWIRE / September 18, 2023 / Volcon Inc. (NASDAQ:VLCN), ("Volcon" or the "Company"), the first all-electric, off-road powersports company, announced today the closing of an underwritten public offering with gross proceeds to the Company of approximately $700,000, |
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| September 18, 2023 |
Form of Underwriter Warrant dated September 15, 2023, with Aegis Capital Corp. Exhibit 4.1 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER 15, 2023 (THE ” |
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| September 18, 2023 |
Underwriting Agreement, dated September 15, 2023, with Aegis Capital Corp. Exhibit 1.1 Underwriting Agreement September 15, 2023 Aegis Capital Corp. c/o Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, NY 10105 Ladies and Gentlemen: Volcon, Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 1,400,00 |
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| September 18, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 18, 2023 (September 15, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation |
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| September 18, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 Prospectus Supplement (to Prospectus dated March 21, 2023) 1,400,000 Shares We are offering 1,400,000 shares of our common stock in this offering. Our common stock is listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “VLCN.” On September 14, 2023, the closing price of our common stock on Nasdaq was $0.64 |
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| September 15, 2023 |
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): September 15, 2023 (September 14, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation |
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| September 15, 2023 |
Volcon, Inc. Announces Proposed Underwritten Public Offering Exhibit 99.1 Volcon, Inc. Announces Proposed Underwritten Public Offering AUSTIN, Texas, Sept. 14, 2023 (GLOBE NEWSWIRE) - Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first all-electric, off-road powersports company, today announced that it has commenced an underwritten public offering of shares of its securities. The Company intends to use the net proceeds from the Offering for g |
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| September 15, 2023 |
Waiver and Modification Agreement, dated September 14, 2023 Exhibit 10.1 WAIVER AND MODIFICATION AGREEMENT This Waiver and Modification Agreement dated as of September 14, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Sec |
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| September 15, 2023 |
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2023 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-269644 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| September 15, 2023 |
Note Amendment, dated September 14, 2023 Exhibit 10.2 NOTE AMENDMENT This Note Amendment dated as of September 14, 2023 (the “Agreement”) is by and between Volcon, Inc., a Delaware corporation (the “Company”), and the undersigned, a Holder of Notes (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase and Exchange |
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| September 12, 2023 |
Form of Indemnification Agreement with the Company’s directors and executive officers Exhibit 10.1 Indemnification AND ADVANCEMENT Agreement This Indemnification Agreement (this “Agreement”) is made as of September 6, 2023, by and between Volcon, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12. RECITALS WHEREAS, in the current market and legal environment, qualified p |
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| September 12, 2023 |
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): September 11, 2023 (September 7, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| September 7, 2023 |
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): September 7, 2023 (September 1, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) |
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| September 6, 2023 |
Volcon ePowersports Reports Corrected Second Quarter 2023 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports Corrected Second Quarter 2023 Operational and Financial Results AUSTIN, TX (September 6, 2023) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'' or the “Company”), the first all-electric, off-road powersports company, today corrected its operational highlights and financial results for the second quarter of 2023 that were previously released on August 11, 2023. The p |
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| September 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 6, 2023 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| August 23, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 23, 2023 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 23, 2023 |
Volcon Achieves Stag Validation Milestone, Announces Stag Delivery Date for October 2023 EXHIBIT 99.1 Volcon Achieves Stag Validation Milestone, Announces Stag Delivery Date for October 2023 AUSTIN, TX | August 23, 2023 | Volcon Inc. (NASDAQ: VLCN) (“Volcon” or the “Company”), the first all-electric, off-road powersports company, announces the first shipments for their groundbreaking all-terrain vehicle, the Stag, is expected to begin October 2023. Volcon recently received its final e |
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| August 18, 2023 |
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): August 18, 2023 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 11, 2023 |
Volcon ePowersports Reports Second Quarter 2023 Operational and Financial Results Exhibit 99.1 Volcon ePowersports Reports Second Quarter 2023 Operational and Financial Results AUSTIN, TX (August 11, 2023) - Volcon Inc. (NASDAQ: VLCN) (“Volcon'' or the “Company”), the first all-electric, off-road powersports company, today reported its operational highlights and financial results for the second quarter of 2023. Company Highlights: ● As of June 30, 2023, we have 142 dealers ● Ta |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 11, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2023 Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 4, 2023 |
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): August 3, 2023 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 |
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| August 1, 2023 |
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): August 1, 2023 (July 31, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commis |
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| July 14, 2023 |
Amendment No. 2 to the Volcon, Inc. 2021 Stock Plan (as amended and restated) Exhibit 10.1 AMENDMENT NO. 2 TO THE VOLCON, INC. 2021 STOCK PLAN (AS AMENDED AND RESTATED) This AMENDMENT NO. 2 TO THE VOLCON, INC. 2021 STOCK PLAN is approved and adopted by the Board of Directors of Volcon, Inc., a Delaware corporation (the “Corporation”), as of July 12, 2023. RECITALS WHEREAS, the Corporation previously established the Volcon, Inc. 2021 Stock Plan (the “Stock Plan”) for the ben |
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| July 14, 2023 |
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): July 14, 2023 (July 12, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commiss |
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| July 10, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): July 10, 2023 (July 5, 2023) Volcon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40867 84-4882689 (State or Other Jurisdiction of Incorporation) (Commissi |
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| June 28, 2023 |
29,072,464 Shares Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272564 PROSPECTUS 29,072,464 Shares Common Stock This prospectus relates to the resale by the selling shareholders named in this prospectus of up to 29,072,464 shares of our common stock. These 29,072,464 shares of common stock consist of: · up to 5,434,783 shares of common stock (the “New Warrant Shares”) issuable upon the ex |
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| June 26, 2023 |
Volcon, Inc. 3121 Eagles Nest, Suite 120 Round Rock, TX 78665 June 26, 2023 Volcon, Inc. 3121 Eagles Nest, Suite 120 Round Rock, TX 78665 June 26, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Volcon, Inc. Registration Statement on Form S-1 File No. 333-272564 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended, Volcon, Inc., a Delaware corporation (the “Company”), hereby resp |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| June 15, 2023 |
PRE 14A 1 volconpre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permi |
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| June 15, 2023 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Volcon, Inc. EX-3.1 2 volconex0301.htm CERTIFICATE OF AMENDMENT OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VOLCON, INC. Volcon, Inc., a corporation existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporatio |
