Volcon Secures $1.5M in Preferred Stock Sale

TL;DR

Volcon just sold $1.5M in preferred stock, potentially boosting cash but diluting common holders.

AI Summary

On May 17, 2024, Volcon, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an investor. This agreement involves the sale of approximately $1.5 million worth of Series A Convertible Preferred Stock. The company also announced unregistered sales of equity securities and material modifications to the rights of its security holders.

Why It Matters

This capital infusion could provide Volcon with crucial funding for operations and growth, while the convertible preferred stock structure may impact future dilution for common shareholders.

Risk Assessment

Risk Level: medium — The company is raising capital through preferred stock, which can indicate financial needs and potential dilution risks for existing shareholders.

Key Numbers

• $1.5M — Capital Raised (Through sale of Series A Convertible Preferred Stock)

Key Players & Entities

• Volcon, Inc. (company) — Registrant
• May 17, 2024 (date) — Date of Report
• $1.5 million (dollar_amount) — Amount of Securities Purchase Agreement
• Series A Convertible Preferred Stock (security) — Type of stock sold

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock , par value $0.00001 per share VLCN NASDAQ Indicate by

Filing Documents

• volcon_8k.htm (8-K) — 32KB
• volcon_ex0401.htm (EX-4.1) — 13KB
• volcon_ex0402.htm (EX-4.2) — 113KB
• volcon_ex1001.htm (EX-10.1) — 109KB
• 0001683168-24-003631.txt ( ) — 490KB
• vlcn-20240517.xsd (EX-101.SCH) — 3KB
• vlcn-20240517_lab.xml (EX-101.LAB) — 33KB
• vlcn-20240517_pre.xml (EX-101.PRE) — 22KB
• volcon_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 17, 2024, Volcon, Inc. (the "Company") entered into separate warrant amendment agreements (collectively, the "Warrant Amendment") with the holders of a majority-in-interest of the holders of the Company's Series B warrants issued on November 17, 2023 (the "Series B Warrants"). Pursuant to the Warrant Amendment, all outstanding Series B Warrants were amended to delete the following sections: (i) a provision providing for the adjustment of the exercise price and number of shares issuable pursuant to the Series B Warrants if the Company completed a future offering at a price per share less the exercise price of the Series B Warrants then in effect; and (ii) a provision providing for the adjustment of the exercise price and number of shares issuable pursuant to the Series B Warrants if price of the Company's common stock after the completion of a share split, share dividend, share combination, recapitalization or other similar transaction is less the exercise price of the Series B Warrants then in effect. In addition, the Warrant Amendment provides that the holders may also exercise the Series B Warrants on a cashless basis and receive an aggregate number of shares equal the product of the aggregate number of shares of common stock that would be issuable upon exercise of the Series B Warrants by means of a cash exercise rather than a cashless exercise, multiplied by 0.81. On May 17, 2024, after giving effect to the Warrant Amendment, the Company and certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock (the "Holders") entered into separate exchange agreements (the "Agreements") pursuant to which the Company agreed to exchange the Series B Warrants held by the Holders for shares of Company common stock (or, at the option of the Holder, pre-funded warrants) at a ratio of 0.81 shares of Company common stock (or, at the option of the Holder, pre-funded warrants) for

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information in Item 1.01 is incorporated herein.

03

Item 3.03 Material Modification to Rights of Security Holders. The information in Item 1.01 is incorporated herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . 4.1 Form of Warrant Amendment 4.2 Form of Pre-Funded Warrant to Purchase Common Stock 10.1 Form of Exchange Agreement by and among the Company and certain Holders 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: May 17, 2024 /s/ Greg Endo Greg Endo Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR