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Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 30, 2023



Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)



Delaware 001-40867 84-4882689

(State or Other Jurisdiction

of Incorporation)


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 1.01.Entry into a Material Definitive Agreement.


On October 30, 2023, in an effort for Volcon, Inc. (the “Company”) to raise cash, the Company entered into an inducement offer letter agreement (the “Inducement Letter”) with three holders (each, a “Holder”) of the Company’s existing warrants amended and restated on May 24, 2023 (the “Existing Warrants”). Pursuant to the Inducement Letter, in exchange for an aggregate cash payment of $346,500, the Company reduced the exercise price with respect to Existing Warrants exercisable into an aggregate of 350,000 shares of Common Stock from $1.369 per share to $0.01 per share. The resale of the shares of common stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-272564), declared effective by the Securities and Exchange Commission on June 27, 2023.


The form of Inducement Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the terms of the Inducement Letter are not intended to be complete and is qualified in its entirety by reference to such exhibit. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.


Item 9.01.Financial Statements and Exhibits.


(d) Exhibits:


Exhibit Number  Description

Form of Inducement Letter

104  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document












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: October 30, 2023 /s/ Greg Endo
  Greg Endo
Chief Financial Officer