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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): July 25, 2025 (July 24,
2025)
__________________________
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 Street, 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 7.01 Regulation FD Disclosure.
On July 25, 2025, Volcon, Inc. (the “Company”) issued
a press release announcing the Share Repurchase Program (as defined below) and providing an update regarding the Company’s current
Bitcoin holdings.
The press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Information.
The On July 24, 2025, the Board of Directors of the Company (the “Board”)
authorized a share repurchase program (the “Share Repurchase Program”) authorizing the repurchase of up to $100 million
shares of the Company’s outstanding common stock, par value $0.00001 (“Common Stock”). The authorization is effective
through July 24, 2027, subject to extension or earlier termination by the Board of Directors at any time. The shares of Common Stock may
be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions, or by
other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the program will
be determined by management at its discretion and will depend on a number of factors, including the market price of the Common Stock,
general market and economic conditions and applicable legal requirements.
As of July 25th at 8:00am ET, the Company holds 3,183.37 BTC acquired
for an aggregate purchase price of approximately $375 million, reflecting an average purchase price of approximately $117,697 per BTC .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated July 25, 2025 |
| 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. |
| |
|
| |
|
| Date: July 25, 2025 |
/s/ Greg Endo |
| |
Greg Endo
Chief Financial Officer |
