Volcon (VLCN) Announces $9.0 Million in Securities Offerings and Pricing of Previously Announced Public Offering
Volcon Inc. (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 https://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 [email protected], 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.