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): October 5, 2021

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

2590 Oakmont Drive, Suite 520

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

(Former name or former address, if changed from last report)

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):

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. ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On October 5, 2021, Volcon, Inc. (the “Company”) priced the initial public offering (“IPO”) of its common stock, $0.00001 par value per share (the “Common Stock”), at an offering price of $5.50 per share (the “IPO Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-259468), as amended (the “Registration Statement”). On October 5, 2021, in connection with the pricing of the IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative of the underwriter listed on Schedule I thereto (the “Underwriter”), pursuant to which the Company agreed to offer and sell 3,025,000 shares of its Common Stock at the IPO Price. The Underwriters were granted a 45-day option to purchase up to an additional 226,875 shares of Common Stock from the Company. The offering closed and the shares were delivered on October 8, 2021 (the “Closing Date”).

The Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended.

This description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is hereby incorporated by reference into this Item 1.01.

Item 3.03. Material Modifications to Rights of Security Holders.

The description in Item 5.03 below of the Amended and Restated Certificate of Incorporation is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On October 8, 2021, the Company filed an Amended and Restated Certificate of Incorporation (the “Restated Certificate”), with the Secretary of State of the State of Delaware in connection with the closing of the Company’s IPO. The Company’s board of directors and stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No. Description of Exhibit

1.1 Underwriting Agreement, dated as of October 5, 2021, by and among Volcon, Inc. and Aegis Capital Corp., as representative for the underwriter named therein.

3.1 Amended and Restated Certificate of Incorporation of Volcon, Inc., dated October 8, 2021.

SIGNATURE

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.

Dated:  October 8, 2021