Business Context and Reporting Period
This Form 8-K is filed by Volcon, Inc. (not Empery Digital Inc.) on November 20, 2024, reporting events occurring on November 19, 2024. The company is an emerging growth company incorporated in Delaware with its principal executive offices in Round Rock, Texas. The filing addresses a specific corporate action regarding a reverse stock split completed on November 8, 2024.
Key Financial Metrics
This filing is a Current Report (Item 8.01) and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Events
- Reverse Stock Split: The Company completed a one-for-eight reverse stock split of its common stock on November 8, 2024.
- Fractional Share Policy: The Company agreed to round up fractional shares to one full share rather than issuing fractional shares or cash equivalents.
- DTCC Notification: On November 19, 2024, the Company received a notice from the DTCC requesting the issuance of 188,950 shares to satisfy rounding obligations for shares held in "street name."
- Discrepancy Identified: Management believes the requested share count is incorrect based on historical shareholder data and notes similar calculation errors have occurred for other companies recently.
Outlook, Risks, and Management Commentary
Management has initiated an inquiry into the calculations provided by the DTCC. During this investigation, the Company does not intend to issue any shares in response to the current request. The filing explicitly states a material risk: the Company may face potential liability for its failure to issue the shares if it is ultimately determined that the issuance is required.
Investor Verification Checklist
- Verify the accuracy of the 188,950 share request from DTCC against the Company's internal shareholder records.
- Monitor the outcome of the Company's inquiry into the fractional share calculation discrepancy.
- Assess the potential financial liability if the Company is legally compelled to issue the disputed shares.
- Confirm the current trading status of the stock (VLCN) on NASDAQ following the reverse split.