UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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): January 12, 2024 (January 12, 2024)

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Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

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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):

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

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. ☐

A special meeting of stockholders (the “Special Meeting”) of Volcon, Inc. (the “Company”) was convened on January 12, 2024. Set forth below are the three proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the Special Meeting inspector of election. The proposals are described in greater detail in the Definitive Proxy Statement of the Company (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 11, 2023, the relevant portions of which are incorporated herein by reference.

On November 17, 2023, the record date for the Special Meeting (the “Record Date”), there were 12,825,320 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 8,276,978 shares of Company common stock, representing approximately 64.5% of the shares of common stock outstanding on Record Date, were present at the Special Meeting, in person or represented by proxy.

Each of the proposals summarized below was approved by the Company’s stockholders.

Proposal 1:

For purposes of complying with Nasdaq Listing Rule 5635(d), to approve the Warrant Stockholder Approval Provisions described in detail in the Proxy Statement (collectively, the “Nasdaq Proposal”).

Proposal 2:

To approve an amendment to the Company's amended and restated certificate of incorporation to grant our Board of Directors authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-45 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of the Special Meeting (the “Reverse Split Proposal”).

Proposal 3:

To approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal and/or the Reverse Split Proposal.

Other than the three proposals summarized above, no other item of business was submitted at the Special Meeting for stockholder action.

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.