UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to__________

Commission file number: 001-40867

Volcon, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

84-4882689

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

2590 Oakmont Drive, Suite 520, Round Rock, TX		78665
(Address of Principal Executive Offices)		(Zip Code)

(512) 400-4271

(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	VLCN	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-Accelerated Filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 24,345,922 shares of common stock outstanding at August 10, 2022.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 (unaudited)	3
	Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021(unaudited)	4
	Consolidated Statements of Stockholders Equity for the Six Months Ended June 30, 2022 and 2021 (unaudited)	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)	7
	Notes to the Financial Statements (unaudited)	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VOLCON, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)


	June 30, 2022			December 31, 2021

ASSETS
Current assets:
Cash	$	4,720,750		$	5,572,199
Restricted cash		236,250			–
Accounts receivable		1,119,494			25,585
Inventory		2,533,317			2,209,015
Inventory deposits		926,251			1,981,397
Prepaid expenses and other current assets		1,318,407			1,092,860
Total current assets		10,854,469			10,881,057
Long term assets:
Property and equipment, net		943,375			809,734
Intangible assets, net		8,719			18,053
Other long-term assets		274,823			732,810
Right of use assets - operating leases		800,843			2,182,612

Total assets	$	12,882,229		$	14,624,265

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,357,879		$	1,454,103
Accrued liabilities		1,339,478			771,631
Accrued purchase commitments		1,199,524			1,506,976
Current portion of notes payable		17,920			17,201
Right of use operating lease liabilities, short term		301,146			456,207
Customer deposits		2,221			2,277,607
Total current liabilities		4,218,168			6,483,725
Notes payable, net of current portion		59,642			68,785
Right of use operating lease liabilities, long term		509,925			1,767,506
Total liabilities		4,787,735			8,320,017

COMMITMENTS AND CONTINGENCIES		–			–

Stockholders' equity:
Preferred stock: $0.00001 par value, 5,000,000 shares authorized, 2,900,000 shares designated no shares outstanding		–			–
Common stock: $0.00001 par value, 100,000,000 shares authorized, 24,335,922 shares issued and outstanding as of June 30, 2022, 17,309,187 issued and outstanding as of December 31, 2021		197			128
Additional paid-in capital		68,132,627			47,803,643
Accumulated deficit		(60,038,330	)		(41,499,522	)
Total stockholders’ equity		8,094,494			6,304,249

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	12,882,229		$	14,624,265

SEC Form 10-Q filed by Volcon Inc.