Filing Details

(Name of Issuer)

92864V202

(CUSIP Number)

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

(a) ☐

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

IA, PN

(1) 

As more fully described in Item 4, the Series A Warrants, and Series B Warrants (collectively the “Warrants”) are each subject to a 9.99% blocker (the “Warrant Blockers”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities reported in rows (6), (8) and (9).

(2)

Based on 12,825,320 shares of Common Stock issued and outstanding as of November 17, 2023, as represented in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 11, 2023.

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101

(a) ☐

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

PN

NAME OF REPORTING PERSONS

Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430

(a) ☐

(b) ☐

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

SOLE VOTING

0

SHARED VOTING POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽¹⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽¹⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾⁽²⁾

TYPE OF REPORTING PERSON

OO

(1)

As more fully described in Item 4, the Series A Warrants, and Series B Warrants (collectively the “Warrants”) are each subject to a 9.99% blocker (the “Warrant Blockers”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities reported in rows (6), (8) and (9).

(2)

Based on 12,825,320 shares of Common Stock issued and outstanding as of November 17, 2023, as represented in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 11, 2023.

Name of Issuer:

 Volcon, Inc. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

Name of Person Filing:

This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities, owned by the Fund.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the Reporting Persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 12,825,320 shares of Common Stock issued and outstanding as of November 17, 2023, as represented in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 11, 2023.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Warrants (as defined above). The Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the “Warrant Blockers.”).

The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise the Warrants to the extent that in the aggregate the Fund would receive shares of more than 9.99% of Common Stock of the Issuer.

Altium Growth Fund, LP

By: Altium Growth GP, LLC

Its: General Partner

Altium Growth Fund, LP

By: Altium Growth GP, LLC

Its: General Partner