Volcon, Inc. Files 8-K: Corporate Changes and Disclosures

TL;DR

Volcon filed an 8-K on 3/25/24 covering major corporate changes and disclosures.

AI Summary

On March 25, 2024, Volcon, Inc. filed an 8-K report detailing several key events. The company announced material modifications to the rights of its security holders and amendments to its articles of incorporation or bylaws. Additionally, the filing included other events and financial statements and exhibits, indicating significant corporate actions and disclosures.

Why It Matters

This filing signals significant corporate actions and potential changes affecting Volcon's security holders, requiring investor attention.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to corporate governance documents, which can introduce uncertainty.

Key Numbers

• 001-40867 — SEC File Number (Identifies the company's filing with the SEC.)
• 844882689 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Volcon, Inc. (company) — Registrant
• March 25, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Round Rock, TX (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock , par value $0.00001 per share VLCN NASDAQ Indicate by
• $0.98 — rsion Price") of the Preferred Stock or $0.98 per share; (ii) to the extent the Conve
• $0.50 — the receipt of shareholder approval and $0.50 per share after receipt of such approva
• $35,000,000 — d securities had been below the minimum $35,000,000 required for continued listing as set f
• $2.5 million — ve compliance alternative that requires $2.5 million in stockholders' equity. As a result

Filing Documents

• volcon_8k.htm (8-K) — 31KB
• volcon_ex0301.htm (EX-3.1) — 132KB
• 0001683168-24-001664.txt ( ) — 366KB
• vlcn-20240325.xsd (EX-101.SCH) — 3KB
• vlcn-20240325_lab.xml (EX-101.LAB) — 33KB
• vlcn-20240325_pre.xml (EX-101.PRE) — 22KB
• volcon_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The description of the Preferred Stock described in Item 5.03 is incorporated herein.

03 Amendments to Articles of Incorporation or Bylaws; Change in

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 25, 2024, Volcon, Inc. (the "Company") filed an amendment (the "Amendment") to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock pursuant to which the Company previously issued certain shares of Series A convertible preferred stock (the "Preferred Stock") on March 3, 2024. Pursuant to the Amendment, which was approved by a majority of the holders of the Preferred Stock, (i) the voting rights of the Preferred Stock were modified such that the holders right to vote the Preferred Stock with the Company's common stock on an as-converted basis was limited to an assumed conversion price of the greater of the conversion price ("Conversion Price") of the Preferred Stock or $0.98 per share; (ii) to the extent the Conversion Price was adjusted in the future, the floor price was modified to be $0.98 per share prior to the receipt of shareholder approval and $0.50 per share after receipt of such approval; and (iii) the holders right to require the Company to redeem the Preferred Stock on a change of control transaction was eliminated. The foregoing description of the form of certificate of designation for the Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the document, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein..

01. Other Events

Item 8.01. Other Events. As previously disclosed, the Company was notified by the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") that the market value of its listed securities had been below the minimum $35,000,000 required for continued listing as set forth in Listing Rule 5550(b)(2) (the "Rule") for the previous 30 consecutive trading days. In accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until January 2, 2024, to regain compliance with the Rule, which provides for an alternative compliance alternative that requires $2.5 million in stockholders' equity. As a result of the exchange offer described in the Company's Form 8-K filed March 4, 2024, as of the date of this Current Report on Form 8-K, the Company believes it has stockholders' equity above the $2.5 million requirement. Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Company's common stock on Nasdaq and the Company could be subject to delisting.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . 3.1 Form of Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of Volcon, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Volcon, Inc. (Registrant) Date: March 25, 2024 /s/ Greg Endo Greg Endo Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR