Business Context and Reporting Period
This Form 8-K is filed by Volcon, Inc. (not Empery Digital Inc.) for the reporting period ending April 30, 2025, with the earliest event reported on April 24, 2025. The Company is an emerging growth company incorporated in Delaware, with its principal executive offices in Round Rock, Texas. The filing discloses the entry into a material definitive agreement.
Key Financial Metrics and Agreement Terms
The filing details a new commercial arrangement rather than reporting standard financial statements. Key metrics associated with the agreement include:
- Purchase Limit: Up to $2.0 million in product purchases.
- Revenue Model: The Company earns a 5% fee of the order price from Venom-EV.
- Payment Terms: Net 100 days from the earlier of product shipment or sale.
- Liquidity Impact: Venom-EV is responsible for shipping, tariffs, duties, and fees, payable within 10 days.
The filing text does not provide clear values for the Company's overall revenue, profit, cash flow, margins, debt, or liquidity positions outside the scope of this specific agreement.
Material Changes and Operational Structure
On April 24, 2025, Volcon, Inc. entered into an Amended and Restated Supplier Agreement with Venom-EV, modifying a prior agreement dated February 25, 2025. Under this arrangement:
- Volcon acts as the supply representative for Venom-EV's "gold carts."
- Volcon purchases products from the manufacturer up to the $2.0 million limit.
- Venom-EV retains responsibility for product liability claims, warranties, and sales documentation.
- The agreement term is one year, renewable for additional one-year periods.
Guidance, Risks, and Contingencies
The filing does not contain forward-looking guidance or management commentary regarding future financial performance. However, it outlines specific termination contingencies:
- Termination for Cause: Immediate termination is permitted for breach of agreement.
- Insolvency Triggers: Either party may terminate if the other becomes insolvent, files for bankruptcy, seeks reorganization, or appoints a trustee/receiver.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Supplier Agreement filed as Exhibit 10.1.
- Confirm the financial health and solvency of Venom-EV, as Volcon's revenue from this deal depends on Venom's ability to pay.
- Assess the impact of the 100-day payment term on Volcon's working capital requirements.
- Review the definition of "Products" to ensure alignment with market demand for gold carts.
- Monitor for any subsequent filings regarding the utilization of the $2.0 million purchase limit.