Business Context and Reporting Period
This Form 8-K is a current report filed by Volcon, Inc. (not Empery Digital Inc.) on June 12, 2025, regarding events occurring on June 9, 2025. The filing details the implementation of a reverse stock split of the company's common stock.
Key Financial Metrics and Capital Structure
The filing does not report new revenue, profit, cash flow, or debt figures. It focuses on capital structure adjustments resulting from the reverse stock split.
- Reverse Stock Split Ratio: 1-for-8 (1:8).
- Effective Time: 11:59 p.m. Eastern Time on June 11, 2025.
- Outstanding Shares (Pre-Split): Approximately 4.3 million.
- Outstanding Shares (Post-Split): Approximately 0.54 million.
- Authorized Shares: Remains at 250 million.
- Par Value: Remains $0.00001 per share.
- Trading Symbol: Remains "VLCN" on the NASDAQ Capital Market.
- New CUSIP: 92864V608.
Material Changes and Historical Adjustments
The filing provides a retrospective adjustment of historical financial data to reflect the 1-for-8 reverse stock split. While total net loss amounts remain unchanged, per-share metrics and share counts have been adjusted.
| Period | Net Loss | Pre-Split EPS (Basic) | Post-Split EPS (Basic) | Pre-Split Shares (Basic) | Post-Split Shares (Basic) |
|---|---|---|---|---|---|
| Year Ended Dec 31, 2024 | $(45,510,309) | $(146.90) | $(1,175.22) | 309,798 | 38,725 |
| Year Ended Dec 31, 2023 | $(45,071,210) | $(187,796.71) | $(1,502,373.67) | 240 | 30 |
| 3 Months Ended Mar 31, 2025 | $(2,460,430) | $(0.91) | $(7.27) | 2,705,880 | 338,235 |
| 3 Months Ended Mar 31, 2024 | $(26,048,044) | $(2,615.00) | $(20,922.12) | 9,961 | 1,245 |
Note: The filing indicates that the pre-split share counts for 2023 and Q1 2024 appear anomalously low in the source text (e.g., 240 shares for 2023), which may reflect a specific reporting context or data entry error in the original filing text provided. The post-split figures are mathematically consistent with a 1:8 reduction of the pre-split figures listed.
Guidance, Outlook, and Unusual Items
Fractional Shares: No fractional shares will be issued. Shareholders entitled to fractional shares will receive cash in lieu of such fractions, calculated based on the average closing price of the common stock for the five trading days preceding the split.
Equity Compensation: Proportionate adjustments will be made to the exercise prices and share counts of outstanding stock options and warrants. The number of shares reserved under the equity compensation plan will be reduced proportionately.
Trading Commencement: Trading on a split-adjusted basis began on June 12, 2025.
Investor Verification Checklist
- Verify the new CUSIP number (92864V608) with your brokerage to ensure proper account updates.
- Confirm the cash payment amount for any fractional shares held, based on the 5-day average closing price prior to June 11, 2025.
- Review the adjusted exercise prices and share counts for any outstanding stock options or warrants held.
- Monitor the stock price and volume on the NASDAQ Capital Market under the symbol "VLCN" post-split.
- Examine the full text of the Amendment to the Certificate of Incorporation (Exhibit 3.1) for any additional terms not summarized here.