Volcon Inc. (NASDAQ: VLCN), (“Volcon” or the “Company”), the first
all-electric, off-road powersports company, today announced the
pricing of an underwritten public offering (the “Offering”) with
gross proceeds to the Company expected to be $4.5 million, before
deducting underwriting discounts and other estimated expenses
payable by the Company. The Offering consists of 6,000,000 shares
of common stock at a price of $0.75 per share. In addition, the
Company has granted Aegis Capital Corp., the underwriter in the
Offering, a 45-day option to purchase up to an additional 900,000
shares of common stock and/or pre-funded warrants at the Offering
price, less underwriting discounts and commissions.
Gross proceeds of the Offering will be approximately $4.5
million, assuming no exercise of the over-allotment option. The
Company intends to use the net proceeds from the Offering for
general corporate purposes, including working capital, operating
expenses and capital expenditures. The Offering is expected to
close on May 24, 2023, subject to customary conditions.
Aegis Capital Corp. is acting as the sole book-running
manager for the Offering.
As previously announced, the Company signed a securities
purchase and exchange agreement (the “Agreement”) on May 19, 2023
to (1) issue an investor approximately $4.9 million original
principal amount of nine (9) month convertible senior notes (the
“New Notes”) and accompanying warrants (the “New Warrants”) to
purchase approximately 5.5 million shares of common stock at an
exercise price of $1.09 per share expiring August 2027 (such
transaction, the “Placement”); (2) exchange senior convertible
notes in principal amount of $27.2 million due February 24, 2024
for two senior convertible notes due February 24, 2024 with initial
conversion prices of $1.09 and $0.75 (the “Exchange Notes”); and
(3) exchange common stock purchase warrants to purchase 9,057,971
shares of common stock at an exercise price of $2.85 per share for
warrants to purchase 17,057,971 shares of common stock with an
initial exercise price of $1.09 per share (the “Exchange
Warrants”). The conversion price of the New Notes and Exchange
Notes and exercise price of the New Warrants and Exchange Warrants
will be adjusted to the $0.75 subject to shareholder approval.
Gross proceeds of the Placement will be approximately $4.5
million. The Company intends to use the net proceeds from the
Placement for general corporate purposes, including working
capital, operating expenses and capital expenditures. The Placement
is expected to close on May 24, 2023, subject to customary
conditions. Closing of the Placement is contingent on closing of
the Offering.
Aegis Capital Corp. is acting as the exclusive placement
agent for the Placement.
The Offering is being made pursuant to an effective shelf
registration statement on Form S-3 (No. 333-269644) previously
filed with the SEC and declared effective by the SEC on March 21,
2023. A final prospectus supplement and accompanying prospectus
describing the terms of the proposed Offering will be filed with
the SEC and will be available on the SEC’s website located at
http://www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying prospectus may be obtained, when
available, by contacting Aegis Capital Corp., Attention: Syndicate
Department, 1345 Avenue of the Americas, 27th floor, New York, NY
10105, by email at syndicate@aegiscap.com, or by telephone at (212)
813-1010.
The securities described above in the Placement are being sold
in a private placement and have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration with the Securities and
Exchange Commission (the “SEC”) or an applicable exemption from
such registration requirements. The securities in the Placement
were offered only to accredited investors. Pursuant to a
registration rights agreement with the investors, the Company has
agreed to file one or more registration statements with the SEC
covering the resale of the common stock issuable upon conversion of
the New Notes and exercise of the Warrants.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Volcon
Based in the Austin, Texas area, Volcon was founded as the first
all-electric powersports company producing high-quality and
sustainable electric vehicles for the outdoor community. Volcon
electric vehicles are the future of off-roading, not only because
of their environmental benefits, but also because of their near
silent operation, which allows for a more immersive outdoor
experience.
Volcon's 2023 vehicle roadmap includes both motorcycles and UTVs
hitting the market in North America. Its first product, the
innovative Grunt, has been shipping to customers since late 2021
and combines a fat-tired physique with high-torque electric power
and a near-silent drive train. Volcon just announced the launch of
the Grunt EVO, an evolution of the original Grunt with a belt
drive, an improved suspension and seat. Volcon also just announced
the launch of the Runt LT, which is a fun-sized version of the
groundbreaking Grunt, is better suited for small statured riders,
more compact properties and trails, or as a pit bike at race
events, while still delivering robust off-road capabilities. The
Brat is Volcon’s first foray into the wildly popular eBike market
for both on road and off-road riding and is currently being
delivered to dealers across North America. Volcon is also launched
and is currently delivering the Volcon Youth Line of dirt bikes for
younger riders between the ages of 4 to 11. Volcon recently
launched the Stag and entered the rapidly expanding UTV market. The
Stag empowers the driver to explore the outdoors in a new and
unique way that gas-powered UTVs cannot. The Stag offers the same
thrilling performance of a standard UTV without the noise (or
pollution), allowing the driver to explore the outdoors with all
their senses.
Volcon ContactsFor Media: media@volcon.comFor
Dealers: dealers@volcon.comFor Investors: investors@volcon.comFor
Marketing: marketing@volcon.comFor more information on Volcon or to
learn more about its complete motorcycle and side-by-side line-up,
visit: www.volcon.com
Forward-Looking Statements
Some of the statements in this release are forward-looking
statements, which involve risks and uncertainties. Forward-looking
statements in this press release include, without limitation,
statements about the anticipated completion and timing of the
Offering and Placement and the anticipated use of net proceeds
therefrom. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable as of
the date made, expectations may prove to have been materially
different from the results expressed or implied by such
forward-looking statements. The Company has attempted to identify
forward-looking statements by terminology including “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “projects,”
“intends,” “potential,” “may,” “could,” “might,” “will,” “should,”
“approximately” or other words that convey uncertainty of future
events or outcomes to identify these forward-looking statements.
These statements are only predictions and involve known and unknown
risks, uncertainties, and other factors. Any forward-looking
statements contained in this release speak only as of its date. The
Company undertakes no obligation to update any forward-looking
statements contained in this release to reflect events or
circumstances occurring after its date or to reflect the occurrence
of unanticipated events. More detailed information about the risks
and uncertainties affecting the Company is contained under the
heading “Risk Factors” in the Company’s Annual Report on Form 10-K
and subsequently filed Quarterly Reports on Form 10-Q filed with
the SEC, which are available on the SEC’s website, www.sec.gov.
SOURCE: Volcon ePowersports, Inc.
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