Volcon, Inc. Files 8-K: Material Agreement and Other Events

TL;DR

Volcon 8-K filed: New material agreement inked, other events and financials disclosed.

AI Summary

Volcon, Inc. announced on February 5, 2025, the entry into a material definitive agreement. The company also reported other events and filed financial statements and exhibits as part of this 8-K filing on February 6, 2025.

Why It Matters

This filing indicates significant corporate activity for Volcon, Inc., potentially involving new business deals or operational changes that could impact its future performance.

Risk Assessment

Risk Level: medium — The filing of an 8-K often signals significant corporate events, which can introduce uncertainty and volatility for investors.

Key Players & Entities

• Volcon, Inc. (company) — Registrant
• February 5, 2025 (date) — Earliest event reported
• February 6, 2025 (date) — Filing date
• 3121 Eagles Nest Street, Suite 120 (address) — Principal executive offices
• Round Rock, TX 78665 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock , par value $0.00001 per share VLCN NASDAQ Indicate by
• $2.00 — of common stock at an exercise price of $2.00 per share (or 100% of the price of each
• $2 — purchase price of each Common Unit was $2.00, and the purchase price of each Pre-
• $1.99999 — chase price of each Pre-Funded Unit was $1.99999 (which is equal to the public offering
• $12.0 m — ceeds to the Company were approximately $12.0 million, before deducting underwriting di
• $125,000 — its expenses in an amount not to exceed $125,000 in the aggregate. The Underwriting Agr

Filing Documents

• volcon_8k.htm (8-K) — 35KB
• volcon_ex0101.htm (EX-1.1) — 276KB
• volcon_ex0401.htm (EX-4.1) — 120KB
• volcon_ex0402.htm (EX-4.2) — 116KB
• volcon_ex0501.htm (EX-5.1) — 16KB
• volcon_ex9901.htm (EX-99.1) — 16KB
• volcon_ex9902.htm (EX-99.2) — 15KB
• image_001.jpg (GRAPHIC) — 5KB
• image_036.jpg (GRAPHIC) — 3KB
• 0001683168-25-000782.txt ( ) — 904KB
• vlcn-20250205.xsd (EX-101.SCH) — 3KB
• vlcn-20250205_lab.xml (EX-101.LAB) — 33KB
• vlcn-20250205_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 February 5, 2025, Volcon, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Aegis Capital Corp. (the "Underwriter"), in connection with a firm commitment underwritten public offering (the "Offering") of (i) 430,000 common units ("Common Units"), each consisting of one share of common stock of the Company ("common stock"), one warrant to purchase one share of common stock at an exercise price of $2.00 per share (or 100% of the price of each Common Unit sold in the Offering) (the "Common Warrants"); and (ii) 5,570,000 pre-funded units (the "Pre-Funded Units" and together with the Common Units, the "Units"), each consisting of one pre-funded warrant to purchase one share of common stock at an exercise price of $ 0.00001 (the "Pre-Funded Warrants") and one Common Warrant. The purchase price of each Common Unit was $2.00, and the purchase price of each Pre-Funded Unit was $1.99999 (which is equal to the public offering price per Common Unit to be sold in the Offering minus $0.00001). The Common Warrants are immediately exercisable and will expire on the five-year anniversary of the original issuance date. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Offering closed on February 6, 2025. An aggregate of 430,000 Common Units (which includes 430,000 shares of common stock) and 5,570,000 Pre-Funded Units (which includes 5,570,000 Pre-Funded Warrants) were sold in the Offering. The aggregate gross proceeds to the Company were approximately $12.0 million, before deducting underwriting discounts and other expenses payable by the Company. The Offering was made under a prospectus supplement and base prospectus filed with the Securities and Exchange Commission ("SEC") pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-269644).

01 Other Events

Item 8.01 Other Events. In connection with the Offering, on February 5, 2025, and February 6, 2025, the Company issued a press release announcing the pricing and closing of the Offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference. On February 5, 2025, previously issued pre-funded warrants to purchase 96,822 shares of common stock were exercised. Subsequent to the closing of the Offering, Pre-Funded Warrants issued in the Offering to purchase 390,000 shares of common stock were exercised. As of February 6, 2025, the Company has 3,392,429 shares of common stock outstanding. 2

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . 1.1 Underwriting Agreement, dated February 5, 2025, with Aegis Capital 4.1 Form of Warrant to Purchase Common Stock 4.2 Form of Pre-Funded Warrant to Purchase Common Stock 5.1 Opinion of ArentFox Schiff LLP. 23.1 Consent of ArentFox Schiff LLP (included in Exhibit 5.1 ) 99.1 Press Release, dated February 5, 2025 issued by Volcon, Inc. 99.2 Press Release, dated February 6, 2025 issued by Volcon, Inc. 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: February 6, 2025 /s/ Greg Endo Greg Endo Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR