Form 8-K Summary
Registrant: Volcon, Inc. The request metadata identifies Empery Digital Inc., but the filing names Volcon, Inc. as the registrant. The report was filed July 10, 2023, regarding events on July 5 and July 6, 2023. Volcon’s common stock trades on Nasdaq under the symbol VLCN.
Business Context and Reporting Period
This Form 8-K reports Nasdaq continued-listing deficiencies. It is not a periodic financial report and does not provide operating results for a reporting period.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial statement metrics. It also does not disclose a specific market value of listed securities or closing bid price.
Material Changes and Listing Compliance
- On July 5, 2023, Nasdaq notified the company that it did not satisfy Listing Rule 5550(b)(2), requiring market value of listed securities of at least $35 million.
- The company also did not otherwise satisfy the alternatives under Listing Rules 5550(b)(1) and 5550(b)(3).
- On July 6, 2023, Nasdaq notified the company that its closing bid price had remained below $1.00 for 30 consecutive business days, violating Listing Rule 5550(a)(2).
- Neither notice immediately affected the Nasdaq Capital Market listing.
Outlook, Risks, and Contingencies
- The company had until January 2, 2024, to regain compliance with both the market value and bid price requirements.
- For the market value deficiency, compliance requires market value of listed securities of at least $35 million for at least 10 consecutive business days.
- For the bid price deficiency, compliance requires a closing bid price of at least $1.00 for at least 10 consecutive business days.
- The company may be eligible for an additional 180-day period for the bid price deficiency, subject to meeting applicable Nasdaq requirements and providing notice of its intent to cure the deficiency.
- A reverse stock split may be considered to address the bid price deficiency, although no such action was committed to in the filing.
- If deficiencies are not cured, Nasdaq may issue a delisting determination. The company could appeal to the Nasdaq Hearings Panel, but the filing states there is no assurance an appeal would succeed.
Investor Verification Checklist
- Verify the correct issuer, since the filing identifies Volcon, Inc., not Empery Digital Inc.
- Monitor whether the company regained compliance with Nasdaq’s $35 million market value requirement by January 2, 2024.
- Monitor whether the common stock regained a $1.00 minimum closing bid price and whether any additional compliance period was granted.
- Check for subsequent Nasdaq notices, delisting proceedings, appeals, or a reverse stock split.
- Review subsequent filings for the company’s cash position, financing needs, capital structure, and ability to maintain its Nasdaq listing.