Volcon (VLCN) announces a simultaneous $9 million offering
Volcon Inc. announced (VLCN) today announced the simultaneous closing of a subscribed public offering (the “Offer”) and a private placement. The Company’s total underwriting proceeds amounted to US$4.5 million, before deducting underwriting discounts and other discretionary expenses payable by the Company. The offering consists of 6,000,000 shares of common stock at a public offering price of $0.75 per share. The Company intends to use the net proceeds of the Offering for general corporate purposes, including working capital, operating expenses and capital expenditures.
Aegis Capital Corp. acted as the sole underwriting manager for the offering.
At the same time, and as previously announced, the Company entered into a Securities Purchase and Exchange Agreement (the “Agreement”) on May 19, 2023 (i) to issue to an investor approximately $4.9 million in original principal amount of a nine (9) month senior convertible note. (“New Notes”) and accompanying notes (“New Warranties”) to purchase approximately 5.5 million shares of common stock at an exercise price of $1.09 per share expiring August 2027 (collectively, the “Placement”); (ii) the exchange of a convertible note of principal value of $27.2 million due February 24, 2024 for two large convertible notes due February 24, 2024 with initial conversion prices of $1.09 and $0.75 (the “Exchange Notes”); and (iii) warrants to purchase common stock on the Exchange to purchase 9,057,971 shares of Common Stock at an exercise price of $2.85 each for the purchase of warrants for 17,057,971 shares of Common Stock at an initial exercise price of $1.09 each (“Exchange Orders”) . The conversion price of new notes and notes of exchange and the exercise price of new warrants and warrants of exchange will be adjusted to $0.75 subject to the approval of the shareholders.
Placement proceeds totaled approximately $4.5 million. The Company intends to use the net proceeds from the Offering for general corporate purposes, including working capital, operating expenses and capital expenditures.
Aegis Capital Corp. as the exclusive underwriting agent.
The offering was conducted pursuant to an Effective Shelf Registration Statement on Form S-3 (No. 333-269644) previously filed with the Securities and Exchange Commission and announced by the SEC on March 21, 2023. Final Prospectus Supplement and accompanying prospectus describing the terms of the proposed offering It will be filed with the Securities and Exchange Commission and will be available on the SEC’s website located at https://www.sec.gov. Electronic copies of this final prospectus supplement and accompanying prospectus, when available, may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York, NY 10105, by email at syndicate@aegiscap.comor by phone at (212) 813-1010.
The securities described above in the offering were 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 unless registered with the Securities and Exchange Commission (“SEC”) or an applicable exemption from these registration requirements. The securities in the Offering are offered to accredited investors only. Pursuant to the Registration Rights Agreement with the investors, the Company has agreed to file one or more registration statements with the Securities and Exchange Commission covering the resale of issueable Common Stock upon conversion of the New Notes and the exercise of the Warrants.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor should there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of securities of any country or jurisdiction.
About Volcon
Headquartered in the Austin, Texas area, Volcon was established as the first all-electric company producing high-quality, sustainable electric vehicles for the outdoor community. Volcon electric vehicles are the future of off-road driving, not only because of their environmental benefits, but also because of their near-silent operation, allowing for a more immersive outdoor experience.
Volcon Auto’s roadmap for 2023 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 grueling 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, improved suspension and seat. Volcon also announced the launch of the Runt LT, a fun-size version of its flagship Grunt that’s better suited for riders of smaller, more compact characteristics and trails, or as a pit bike in racing events, while still offering strong off-road capabilities. The Brat is Volcon’s first entry into the popular eBike market for both on and off-road riding and is currently being delivered to dealers across North America. Volcon has also launched and is currently delivering the Volcon Youth line of dirt bikes to younger riders ages 4 to 11. Volcon recently launched the Stag and is entering the rapidly expanding UTV market. The Stag enables the driver to explore the outdoors in a new and unique way that gas-powered UTVs simply cannot. The Stag delivers the same thrilling performance of a standard UTV without the noise (or pollution), allowing the driver to explore the outdoors with all of their senses.
Volcon Communications
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For more information on Volcon or to find out more about their full motorcycle and side-by-side product line, visit: www.volcon.com
Forward-looking statements
Certain statements in this release are forward-looking statements, which involve risks and uncertainties. The forward-looking statements in this press release include, without limitation, statements about the expected completion and timing of the Offering and the expected placement and use of the net proceeds thereof. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, the expectations may be 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,” “expects,” “expects,” “plans,” “projects,” “intend,” “potential,” “may,” “could,” “may”, “will”, “should”, “approximately” or other words convey uncertainty about future events or results identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. No forward-looking statements contained In this release it only speaks as of its date.The Company undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances that occurred after the date hereof or to reflect the occurrence of unanticipated events.More detailed information is provided on the risks and uncertainties affecting the Company Under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K and Quarterly Reports Subsequently Filed on Form 10-Q Filed with the Securities and Exchange Commission, which is available at the Saudi Electricity Company website, www.sec.gov.
Source: Volcon ePowersports, Inc.