Form 8-K - Current report

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)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

3121 Eagles Nest, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		VLCN		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

Waiver and Modification Agreement

On May 19, 2023, Volcon, Inc. (the “Company”) entered into a Securities Purchase and Exchange Agreement (the “Purchase Agreement”) with Empery Asset Master, LTD, Empery Tax Efficient, LP and Empery Debt Opportunity Fund, LP (collectively, the “Investors”) pursuant to which the Company:

(A) issued to the Investors in a private placement (i) senior convertible notes in an aggregate principal amount of $4,934,782 (the “Convertible Notes”), which have a current conversion price of $0.75 per share, and (ii) warrants to purchase 5,434,783 shares of common stock with a current exercise price of $0.75 per share of common stock (the “New Warrants”);

(B) exchanged the senior convertible notes due February 24, 2024 in principal amount of $27,173,913 (the “Original Notes”) for: (i) senior convertible notes due February 24, 2024 in principal amount of $3,690,422 at a current conversion price of $0.75 per share, subject to further adjustment upon the occurrence of specified events (the “Series A Exchange Notes”); and (ii) senior convertible notes due February 24, 2024 in principal amount of $23,483,491 at a current conversion price of $0.75 per share, subject to further adjustment upon the occurrence of specified events (the “Series B Exchange Notes,” and together with the Series A Exchange Notes, the “Exchange Notes” and the Convertible Notes together with the Exchange Notes, the “Notes”); and

(C) exchanged the common stock purchase warrants issued in connection with the Original Notes to purchase 9,057,971 shares of common stock (the “Original Warrants”) for warrants to purchase 17,057,971 shares of common stock with a current exercise price of $0.75 per share of common stock (the “Exchange Warrants” and together with the New Warrants, the “Warrants”).

With respect to the Notes and Warrants, if the Company issues or sells any shares of its common stock (with limited exceptions) for a consideration per share (the “New Issuance Price”) less than a price equal to the conversion price of the Notes or exercise price of the Warrants in effect immediately prior to such issue or sale, the conversion price of the Notes and exercise price of the Warrants will be reduced to an amount equal to such new issue price (subject to a floor price of $0.22).

In addition, the Purchase Agreement restricted the Company from conducting additional offerings of its equity securities until September 25, 2023.

On September 14, 2023, the Company entered into a Waiver and Modification Agreement (the “Waiver Agreement”) with the Investors pursuant to which the Investors waived the restriction on the Company’s ability to conduct a planned underwritten public offering of shares of its securities (the “Offering”). In addition, pursuant to the Waiver Agreement, the Investors agreed that notwithstanding the pricing of the Offering, the New Issuance Price with respect to the Notes (and not the Warrants) shall be deemed to be the greater of: (i) the price per share sold in this offering; and (ii) $0.55. As such, if the Company completes the Offering at an offering price of less than $0.55 per share, the conversion price of the Notes shall be decreased from $0.75 to $0.55 per share, the number of shares of common stock underlying the Notes shall increase from 42,811,595 to 58,379,448, and the exercise price of the Warrants shall be decreased to the offering price in this offering.

The foregoing description of the Waiver Agreement is not complete and is qualified in its entirety by reference to the full text of the Waiver Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated by reference herein.

Note Amendment

On September 14, 2023, the Company entered into a note amendment (the “Note Amendment”) with the Investors pursuant to which the Investors agreed to take the following actions with respect to the Notes:

(i) to extend the maturity date from February 24, 2024 to January 31, 2025;

(ii) the Notes required us to have unrestricted and unencumbered cash on deposit of $10,000,000 on December 31, 2023. The Note Amendment reduced the cash requirement to $5,000,000 and extended the requirement date to June 30, 2024;

(iii) to add a new covenant that prior to December 31, 2023, the Company sells to customers not less than 250 Volcon Stag offroad vehicles; provided that in order to qualify as a sale, such sale would need to be revenue on our income statement in accordance with generally accepted accounting practices, as may be amended;

(iv) to allow us to incur indebtedness of up to $10 million from a factoring arrangement on terms acceptable to the Investors, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to the Investors and approved by the Investors in writing; and

(v) to allow liens arising from indebtedness of the type described in clause (iv) above, provided that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to the Investors and approved by the Investors in writing.

The Note Amendment will only become effective upon the execution of a valid and enforceable security agreement by the Company and the collateral agent to the Investors no later than September 22, 2023; and the execution of a valid and enforceable guaranty by the Company’s subsidiaries no later than September 22, 2023.

The foregoing description of the Note Amendment is not complete and is qualified in its entirety by reference to the full text of the Note Amendment, a copy of which is filed as Exhibit 10.2 and is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.

The descriptions of the Waiver Agreement and Note Amendment described in Item 1.01 are incorporated herein.

Item 3.02

Unregistered Sales of Equity Securities.

The description of the Waiver Agreement described in Item 1.01 is incorporated herein.

Item 8.01.

Other Events.

On September 14, 2023, the Company issued a press release (the “Press Release”) announcing that it had commenced the Offering. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified in its entirety by the full text of the Press Release.

Item 9.01

Financial Statements and Exhibits.

	(d)	Exhibits.

	10.1	Waiver and Modification Agreement, dated September 14, 2023
	10.2	Note Amendment, dated September 14, 2023
	99.1	Press Release, dated September 14, 2023
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 15, 2023	/s/ Greg Endo
	Greg Endo Chief Financial Officer

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) Securities Purchase and Exchange Agreement (the “SPA”) dated as of May 19, 2023 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) the amended and restated Original Issue Discount Senior Convertible Series A Notes and the amended and restated Original Issue Discount Senior Convertible Series B Notes dated as of May 24, 2023 (collectively, the “Amended and Restated Notes”) issued by the Company to each Purchaser; and (iii) the new Original Issue Discount Senior Convertible Notes dated as of May 24, 2023 (the “New Notes” and with the Amended and Restated Notes, the “Notes”) issued by the Company to each Purchaser.

WITNESSETH:

WHEREAS, on May 19, 2023, the Company entered into the SPA with the Purchasers whereby the Company issued to the Purchasers the Amended and Restated Notes in the aggregate principal amount of $27,173,913 (including an original issuance discount) and New Notes in the aggregate principal amount of $4,934,782 (including an original issuance discount);

WHEREAS, the Company is contemplating entering into an underwritten financing pursuant to which the Company will issue shares of Company common stock in an amount not to exceed $813,000 (the “New Financing”), which New Financing will be deemed to be a Dilutive Issuance (as defined in the Notes) and a Subsequent Financing (as defined in the SPA); and

WHEREAS, the Company is requesting a waiver from certain provisions of the Notes, in each case as provided in this Agreement, solely in order to enter into and consummate the New Financing.

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Modification of Notes. Solely in connection with the entry into and consummation of the New Financing and issuance of the Company common stock pursuant to the New Financing, the Purchasers hereby agree that, notwithstanding the terms of the New Financing, the New Issuance Price (as defined in the Notes) with respect to the New Financing shall be deemed to be the greater of: (i) the price per share of Company common stock sold in the New Financing; and (ii) $0.55, each as subsequently adjusted pursuant to the terms of the Notes.

2. Waiver of Subsequent Financing Restrictions. Solely in connection with the entry into and consummation of the New Financing and issuance of the Company common stock pursuant to the New Financing, the Purchasers hereby waive the restrictions set forth in Section 4.12 of the SPA with respect to a completion of the Subsequent Financing.

3. No Implied Waiver or Consent. Except for the specific waiver and modification set forth above, nothing herein shall be deemed to be a consent to, amendment of or waiver of any covenant or agreement contained in the Transaction Documents (as defined in the SPA), and all covenants and agreements contained in the Transaction Documents (as defined in the SPA), as modified hereby, are hereby confirmed and ratified in all respects and shall remain in full force and effect in accordance with their respective terms.

4. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Purchasers with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters. The terms set forth in this Agreement may not be amended without the prior written consent of the Company and Purchasers. This Agreement is intended for the benefit of the parties hereto and their respective successors and assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any other person or entity.

5. Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York without regard to the choice of law principles thereof.

6. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as the case may be) were an original thereof.

7. Termination. This Agreement shall terminate, be of no further force or effect and be void ab initio if the New Financing is not consummated on or prior to September 22, 2023.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.

	Volcon, Inc.

	By:	/s/ Greg Endo
	Name:	Greg Endo
	Title:	CFO

EMPERY ASSET MASTER, LTD

By: Empery Asset Management, LP, its authorized agent

By: /s/ Brett Director

Name: Brett Director

Title: General Counsel

EMPERY TAX EFFICIENT, LP

By: Empery Asset Management, LP, its authorized agent

By: /s/ Brett Director

Name: Brett Director

Title: General Counsel

EMPERY DEBT OPPORTUNITY FUND, LP

By: Empery Asset Management, LP, its authorized agent

By: /s/ Brett Director

Name: Brett Director

Title: General Counsel

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 Agreement (the “SPA”) dated as of May 19, 2023 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) the amended and restated Original Issue Discount Senior Convertible Series A Notes and the amended and restated Original Issue Discount Senior Convertible Series B Notes dated as of May 24, 2023 (collectively, the “Amended and Restated Notes”) issued by the Company to each Purchaser; and (iii) the new Original Issue Discount Senior Convertible Notes dated as of May 24, 2023 (the “New Notes” and with the Amended and Restated Notes, the “Notes”) issued by the Company to each Purchaser.

WITNESSETH:

WHEREAS, the Company has requested the amendments to the Notes as set forth herein, which amendments will, subject to certain conditions, extend the Maturity Date of the Notes and relax certain covenants of the Company in the Notes.

WHEREAS, Company and each of Volcon ePowersports, LLC, a Colorado limited liability company and intended guarantor of such Notes (“Volcon Colorado”) and Volcon ePowersports, LLC, a Delaware limited liability company and prospective intended of such Notes (“Volcon Delaware” and together with Volcon Colorado, the “Guarantors”) believe that such amendments are necessary for their continued operations and are material and beneficial.

WHEREAS, in order to induce the Holders to enter into this amendment, (i) the Company and the Guarantors intend to enter into a security agreement in form and substance acceptable to the Holders and their collateral agent (the “Security Agreement”) whereby all of the assets of such parties shall be pledged on a first priority basis to the Holders of the Notes and their collateral agent, and (ii) the Guarantors intend to enter into a guaranty (the “Guaranty”) whereby they shall, among other things, irrevocably guarantee all payments and performance obligations of the Company under the Notes as guarantors of payment and not of collection.

WHEREAS, entry into such Security Agreement and Guaranty are conditions to the effectiveness of this Note Amendment.

Amendment of the Notes.

(a) The Company and the Holder hereby agree that the third sentence of Section 1 of the Notes is deleted in its entirety and replaced with the following:

The Maturity Date shall be January 31, 2025, as may be extended at the option of the Holder (x) in the event that, and for long as, an Event of Default (as defined in Section 4(a)) shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default and/or (y) through the date that is ten (10) Business Days after the consummation of a Change of Control in the event that a Change of Control is publicly announced or a Change of Control Notice (as defined in Section 5(b)) is delivered prior to the Maturity Date. Other than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal or accrued and unpaid Interest, if any.

(b) The Company and the Holder hereby agree that clause (g) of Section 15 of the Notes is deleted in its entirety and replaced with the following:

(g) have on deposit on June 30, 2024, unrestricted and unencumbered cash in an aggregate amount equal to not less than $5,000,000; provided, however, from and after the date that less than $15,000,000 of the sum of (x) the Conversion Amount of this Note and (y) the Conversion Amounts (as defined in the Other Notes) of all Other Notes remain outstanding; the amount of such cash that the Company is required to maintain on deposit pursuant to this Section 15(g) may be decreased on a dollar-for-dollar basis based on the sum of (i) the Conversion Amount of this Note and (ii) the Conversion Amounts (as defined in the Other Notes) of all Other Notes, in each case, that is then outstanding. In satisfying the requirements set forth in this Section 15(g), the Company and its Subsidiaries shall use its working capital and lines of credit in the ordinary course of business, consistent with past practice, including, without limitation, paying its accounts payable on terms consistent with past practice.

(c) The Company and the Holder hereby agree that Section 15 of the Notes is hereby amended by adding the following as clause (h):

(g) on or prior to December 31, 2023, sell to customers not less than 250 Volcon Stag offroad vehicles; provided that in order to qualify as a sale, such sale would need to be revenue on the Company’s income statement in accordance with generally accepted accounting practices, as may be amended.

(d) The Company and the Holder hereby agree that the definition of “Permitted Indebtedness” in the Notes is hereby amended by adding the following as clause (v):

(v) Indebtedness, up to $10 million, from a factoring arrangement on terms acceptable to the Required Holders, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to the Required Holders and approved by the Required Holders in writing.

(e) The Company and the Holder hereby agree that the definition of “Permitted Liens” in the Notes is hereby amended by adding the following as clause (ix):

(v) Liens arising from Indebtedness of the type described in clause (v) of the definition of Permitted Indebtedness, provided, that the factoring lender executes a subordination and intercreditor agreement on terms acceptable to the Required Holders and approved by the Required Holders in writing.

	2.	Effective Date. The amendments set forth in Section 1 shall only become effective upon the later of (i) due execution and delivery to the Company of a Note Amendment identical in form and substance to this Agreement by each of the holders of Notes that constitute the Required Holders, (ii) the execution and delivery of a valid and enforceable Security Agreement by the Company and the collateral agent to the Holders no later than September 22, 2023; and (iii) the execution and delivery of a valid and enforceable Guaranty no later than September 22, 2023.

	3.	No Implied Waiver or Consent. Except for the specific amendment set forth above, nothing herein shall be deemed to be a consent to, amendment of or waiver of any provision in the Notes, and all provisions in the Notes, as modified hereby, are hereby confirmed and ratified in all respects and shall remain in full force and effect in accordance with their respective terms.

	4.	Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Holder with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters. The terms set forth in this Agreement may not be amended without the prior written consent of the Company and Holder. This Agreement is intended for the benefit of the parties hereto and their respective successors and assigns and is not for the benefit of, nor may any provisions hereof be enforced by, any other person or entity.

	5.	Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York without regard to the choice of law principles thereof.

	6.	Incorporation by Reference. Sections 21 and 26 through 28 of the Notes are herein incorporated by reference and shall apply mutatis mutandis.

	7.	Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as the case may be) were an original thereof.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.

VOLCON, INC.

By: /s/ Greg Endo

Name: Greg Endo

Title: CFO

	empery ASSET MASTER, LTD. By: Empery Asset Management, LP, its authorized agent /s/ Brett Director Name: Brett Director Title: General Counsel

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.

VOLCON, INC.

By: /s/ Greg Endo

Name: Greg Endo

Title: CFO

	empery TAX EFFICIENT, LP By: Empery Asset Management, LP, its authorized agent /s/ Brett Director Name: Brett Director Title: General Counsel

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first stated above.

VOLCON, INC.

By: /s/ Greg Endo

Name: Greg Endo

Title: CFO

	empery DEBT OPPORTUNITY FUND, LP By: Empery Asset Management, LP, its authorized agent /s/ Brett Director Name: Brett Director Title: General Counsel

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 general corporate purposes, including working capital, operating expenses and capital expenditures. The Offering is subject to market conditions, and there can be no assurance as to if or when the Offering may be completed, or as to the actual size or terms of the Offering.

In addition, the Company expects to grant Aegis Capital Corp. a 45-day option to purchase additional shares of Common Stock of up to 15% of the number of shares of Common Stock (or pre-funded warrants, as applicable) sold in the Offering solely to cover over-allotments, if any.

Aegis Capital Corp. is acting as the sole book-running manager for the Offering.

This Offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-269644) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 21, 2023. A preliminary prospectus supplement and accompanying shelf prospectus (“Shelf Prospectus”) describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement (together with the final prospectus supplement for this Offering, the “Prospectus Supplement”) and the accompanying Shelf Prospectus may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th Floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010.

Before investing in this Offering, interested parties should read, in their entirety, the prospectus supplement and the Shelf Prospectus and the other documents that the Company has filed with the SEC pertaining to the Offering and that are incorporated by reference in the Prospectus Supplement and the Shelf Prospectus, which provide more information about the Company and such Offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Volcon

Based in the Austin, Texas area, Volcon was founded as the first all-electric powersports company producing high-quality and sustainable electric vehicles for the outdoor community. Volcon electric vehicles are the future of off-roading, not only because of their environmental benefits, but also because of their near silent operation, which allows for a more immersive outdoor experience.

Volcon's 2023 vehicle roadmap includes both motorcycles and UTVs hitting the market in North America. Its first product, the innovative Grunt, has been shipping to customers since late 2021 and combines a fat-tired physique with high-torque electric power and a near-silent drive train. Volcon just announced the launch of the Grunt EVO, an evolution of the original Grunt with a belt drive, an improved suspension and seat. Volcon also just announced the launch of the Runt LT, which is a fun-sized version of the groundbreaking Grunt, is better suited for small statured riders, more compact properties and trails, or as a pit bike at race events, while still delivering robust off-road capabilities. The Brat is Volcon’s first foray into the wildly popular eBike market for both on road and off-road riding and is currently being delivered to dealers across North America. Volcon is also launched and is currently delivering the Volcon Youth Line of dirt bikes for younger riders between the ages of 4 to 11. Volcon recently launched the Stag and entered the rapidly expanding UTV market. The Stag empowers the driver to explore the outdoors in a new and unique way that gas-powered UTVs cannot. The Stag offers the same thrilling performance of a standard UTV without the noise (or pollution), allowing the driver to explore the outdoors with all their senses.

Volcon Contacts

For Media: media@volcon.com

For Dealers: dealers@volcon.com

For Investors: investors@volcon.com

For Marketing: marketing@volcon.com

For more information on Volcon or to learn more about its complete motorcycle and side-by-side line-up, visit: www.volcon.com

Forward-Looking Statements

Some of the statements in this release are forward-looking statements, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, statements about the anticipated completion and timing of the Offering and the anticipated use of net proceeds therefrom. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors. Any forward-looking statements contained in this release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q filed with the SEC, which are available on the SEC’s website, www.sec.gov.

SOURCE: Volcon ePowersports, Inc.

Cover	Sep. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 14, 2023
Entity File Number	001-40867
Entity Registrant Name	Volcon, Inc.
Entity Central Index Key	0001829794
Entity Tax Identification Number	84-4882689
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3121 Eagles Nest, Suite 120
Entity Address, City or Town	Round Rock
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78665
City Area Code	(512)
Local Phone Number	400-4271
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VLCN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false