UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
__________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 7, 2024 (
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(Exact Name of Registrant as Specified in its Charter)
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(State or Other Jurisdiction of Incorporation) |
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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):
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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).
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Company’s annual meeting of stockholders held on May 28, 2024, the stockholders of the Company approved, among other items, an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-100, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting.
Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-one hundred (1:100) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on June 6, 2024 (the “Effective Time”). The Amendment provides that, at the Effective Time, every one-hundred shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share, which will remain $0.00001.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 33.3 million shares to approximately 0.3 million shares, and the number of authorized shares of common stock will remain at 250 million shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options and certain warrants, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options and certain warrants, and a proportional increase in the exercise price of all such stock options and certain warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plan immediately prior to the Effective Time will be reduced proportionately.
No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number. The Reverse Stock Split became effective at 11:59 p.m., Eastern Time, on June 6, 2024, and the Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on June 7, 2024. The trading symbol for the common stock will remain “VLCN.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 92864V400), but the par value and other terms of the common stock are not affected by the Reverse Stock Split.
The summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 5, 2024, the Company issued a press release to announce that it is filing a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Delaware to effect a 1-for-100 reverse stock split of its common stock. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference herein.
The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share – basic and diluted; weighted average common shares outstanding – basic and diluted; and shares issued and outstanding, for the years ended December 31, 2023 and 2022; and the three months ended March 31, 2024 and 2023.
| PRE SPLIT (1) | POST SPLIT | |||||||||||||||
| YEAR ENDED DECEMBER 31, | YEAR ENDED DECEMBER 31, | |||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Net loss | $ | (45,071,210 | ) | $ | (34,235,405 | ) | $ | (45,071,210 | ) | $ | (34,235,405 | ) | ||||
| Net loss per common share - basic | $ | (234.37 | ) | $ | (325.20 | ) | $ | (23,437.97 | ) | $ | (32,512.26 | ) | ||||
| Net loss per common share - diluted | $ | (234.37 | ) | $ | (325.20 | ) | $ | (23,437.97 | ) | $ | (32,512.26 | ) | ||||
| Weighted average common shares outstanding - basic | 192,312 | 105,275 | 1,923 | 1,053 | ||||||||||||
| Weighted average common shares outstanding - diluted | 192,312 | 105,275 | 1,923 | 1,053 | ||||||||||||
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| PRE SPLIT (1) | POST SPLIT | |||||||||||||||
| 3 MONTHS ENDED MARCH 31, | 3 MONTHS ENDED MARCH 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Net loss | $ | (26,048,044 | ) | $ | (7,299,469 | ) | $ | (26,048,044 | ) | $ | (7,299,469 | ) | ||||
| Net loss per common share - basic | $ | (3.27 | ) | $ | (66.94 | ) | $ | (326.89 | ) | $ | (6,696.76 | ) | ||||
| Net loss per common share - diluted | $ | (3.27 | ) | $ | (66.94 | ) | $ | (326.89 | ) | $ | (6,696.76 | ) | ||||
| Weighted average common shares outstanding - basic | 7,968,457 | 109,046 | 79,685 | 1,090 | ||||||||||||
| Weighted average common shares outstanding - diluted | 7,968,457 | 109,046 | 79,685 | 1,090 | ||||||||||||
(1) The pre-split amounts represent the amounts reported in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q for the respective periods.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation of Volcon, Inc. | |
| 99.1 | Press release dated June 5, 2024 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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: June 7, 2024 | /s/ Greg Endo |
| Greg Endo Chief Financial Officer |
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