EMPD

Business Context and Reporting Period

This Form 8-K is filed by Volcon, Inc. (not Empery Digital Inc.) on July 21, 2025, reporting events occurring on July 17, 2025. The company is an emerging growth company incorporated in Delaware and trades on the NASDAQ Capital Market under the symbol VLCN.

Key Financial Metrics

The filing details a significant capital raise event rather than periodic operating results.

• Capital Raised: The company closed a private placement receiving aggregate gross proceeds of approximately $501 million (before fees and expenses).
• Securities Issued:
  • 44,414,189 shares of Common Stock.
  • Pre-Funded Warrants to purchase up to 5,728,662 shares of Common Stock.
• Operating Metrics: The filing text does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels.

Material Changes

The primary material change is the substantial increase in liquidity resulting from the $501 million private placement. Additionally, the company resolved a critical listing deficiency:

• Nasdaq Compliance: On July 17, 2025, the company received confirmation from Nasdaq that it regained compliance with the Bid Price Rule (Rule 5550(a)(2)), requiring a closing bid price of at least $1 for 20 consecutive trading sessions.

Outlook, Risks, and Contingencies

Listing Status: While compliance has been regained, the Nasdaq Hearings Panel will retain jurisdiction over the company until November 10, 2025. The company must maintain compliance with the Bid Price Rule during this period to avoid delisting.

Transaction Details: The private placement was conducted with accredited and institutional investors. Net proceeds were not specified, as the $501 million figure is gross of placement agent fees and transaction expenses.

Investor Verification Checklist

• Verify the net proceeds after deducting placement agent fees and transaction expenses from the $501 million gross amount.
• Confirm the company's continued compliance with the Nasdaq Bid Price Rule through November 10, 2025.
• Review the attached press release (Exhibit 99.1) for specific terms of the Pre-Funded Warrants and any lock-up agreements.
• Check subsequent filings for the impact of the new share issuance on earnings per share (EPS) dilution.