UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 16, 2023 (
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in the second and third paragraphs of Item 8.01 is incorporated herein by reference.
| Item 8.01. | Other Events. |
On November 16, 2023, Volcon, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the pricing of a firm commitment underwritten public offering (the “Offering”). A copy of the Press Release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.
On November 15, 2023, the Company entered into a waiver and modification agreement with the holders of all convertibles notes and associated warrants to purchase 4,148,554 shares of common stock, which convertible notes and warrants provided for the reduction of the conversion price and exercise price, respectively, upon the completion of an issuance at a price per share that is lower than such conversion price and exercise price (the “Dilutive Issuance Provision”). Pursuant to the waiver and modification agreement, the holders (i) waived the Dilutive Issuance Provision with respect to the Offering described in the Press Release; and (ii) waived the affirmative covenant set forth in the convertible notes that required that on or prior to December 31, 2023 the Company sell to customers not less than 250 Volcon Stag offroad vehicles.
On November 15, 2023, Adrian James entered into a voting agreement pursuant to which he agreed to vote his shares of Company common stock in favor of the shareholder approval required in connection with the Offering described in the Press Release.
The Company has established a record date of November 17, 2023, with respect to a special meeting of the Company’s stockholders to be held in order to approve certain matters related to the Offering.
Item 9.01. Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated November 16, 2023, issued by Volcon, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: November 16, 2023 | /s/ Greg Endo |
| Greg Endo Chief Financial Officer |
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