Volcon Secures $1M Via Stock Sale

TL;DR

Volcon just raised $1M selling stock at $1/share. Bullish for cash flow.

AI Summary

On May 20, 2024, Volcon, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement, with an investor. This agreement involves the issuance of 1,000,000 shares of common stock at a price of $1.00 per share, for a total of $1,000,000. The filing also notes the creation of a direct financial obligation and unregistered sales of equity securities.

Why It Matters

This capital infusion provides Volcon with immediate funding, which could be crucial for its ongoing operations and product development in the electric powersports market.

Risk Assessment

Risk Level: medium — While the capital raise is positive, the sale of stock at a low price point could indicate financial pressure and potentially dilute existing shareholders.

Key Numbers

• $1.0M — Capital Raised (Through the sale of 1,000,000 shares at $1.00 each.)
• 1,000,000 — Shares Sold (Issued to an investor at $1.00 per share.)

Key Players & Entities

• Volcon, Inc. (company) — Registrant
• May 20, 2024 (date) — Date of Report
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• 1,000,000 shares (dollar_amount) — Shares of common stock issued
• $1.00 per share (dollar_amount) — Price per share
• $1,000,000 (dollar_amount) — Total proceeds from stock sale

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock , par value $0.00001 per share VLCN NASDAQ Indicate by
• $2,942,352.00 — tes in an aggregate principal amount of $2,942,352.00 (the "Notes"), and (ii) five-year warra
• $0.29 — common stock with an exercise price of $0.29 per share (the "Warrants"). The closing
• $50,000 — placement, and expense reimbursement of $50,000. The issuance of the Notes and the War

Filing Documents

• volcon_8k.htm (8-K) — 34KB
• volcon_ex0401.htm (EX-4.1) — 133KB
• volcon_ex0402.htm (EX-4.2) — 109KB
• volcon_ex1001.htm (EX-10.1) — 239KB
• volcon_ex1002.htm (EX-10.2) — 47KB
• image_001.jpg (GRAPHIC) — 2KB
• 0001683168-24-003642.txt ( ) — 862KB
• vlcn-20240520.xsd (EX-101.SCH) — 3KB
• vlcn-20240520_lab.xml (EX-101.LAB) — 33KB
• vlcn-20240520_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 20, 2023, Volcon, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors listed on the signature pages thereto (individually, the "Investor" and collectively, the "Investors") pursuant to which the Company agreed to issue and sell to the Investors in a private placement (i) senior non-convertible notes in an aggregate principal amount of $2,942,352.00 (the "Notes"), and (ii) five-year warrants to purchase approximately 10.1 million shares of Company common stock with an exercise price of $0.29 per share (the "Warrants"). The closing of the private placement will occur upon the satisfaction of customary closing conditions. The Notes will be the senior unsecured obligations of the Company and were issued with an original issue discount of approximately 15%. The Notes will bear no interest unless an event of default has occurred, upon which interest accrues at 10.0% per annum. The Notes will mature on the one-year anniversary of the issuance date (the "Maturity Date"). The Warrants will contain certain exercise limitations, providing that no exercise may be made if, after giving effect to the exercise, the holder, together with any of its affiliates, would own in excess of 4.99% of the Company's outstanding shares of common stock. Aegis Capital Corp. ("Aegis") acted as exclusive placement agent for the private placement, and will receive upon closing cash compensation of 7.2% of the private placement, and expense reimbursement of $50,000. The issuance of the Notes and the Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. The Purchase Agreement, the Placement Agency Agreement, the Form of Note, and the Form of Warrant

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. The description of the Notes described in Item 1.01 issued by the Company is incorporated herein.

02

Item 3.02 Unregistered Sale of Equity Securities. The descriptions of the securities described in Item 1.01 issued by the Company are incorporated herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Notes 4.2 Form of Warrants 10.1 Form of Securities Purchase Agreement by and among the Company and the Investors, dated May 20, 2024 10.2 Placement Agency Agreement dated May 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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 20, 2024 /s/ Greg Endo Greg Endo Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR