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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 21, 2025 (July 17,
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 21, 2025, Volcon, Inc. (the “Company”)
issued a press release announcing the closing of the previously announced private placements with certain accredited and institutional
investors, pursuant to which the Company issued an aggregate of 44,414,189 shares of common stock of the Company, par value $0.00001 per
share (the “Common Stock”) and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to an
aggregate of 5,728,662 shares of Common Stock. The Company received aggregate gross proceeds of approximately $501 million, before deducting
placement agent fees and other transaction expenses.
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.
As previously reported by the Company, following
a June 24, 2025, hearing with a Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”),
the Panel issued its determination, indicating that the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the
“Bid Price Rule”) by exhibiting a closing bid price at or above $1 for twenty consecutive trading sessions; and if
the Company became deficient with the Bid Price Rule prior to November 10, 2025, the Company would be delisted.
On July 17, 2025, the Company received a letter
from the Office of the General Counsel of Nasdaq confirming that the Company had regained compliance with the Bid Price Rule. The letter
noted that the Panel will retain jurisdiction over the Company until November 10, 2025, during which time the Company must remain in compliance
with the Big Price Rule in order to remain listed on the Nasdaq Capital Market.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated July 21, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain schedules, exhibits and similar
attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to
Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission
or its staff upon request.
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 21, 2025 |
/s/ Greg Endo |
| |
Greg Endo
Chief Financial Officer |
