Workflow
Volcon(VLCN)
icon
Search documents
Volcon(VLCN) - 2023 Q4 - Annual Results
2024-03-28 20:45
Volcon presented its plan of compliance to the Nasdaq Hearing Panel on March 26, 2024 regarding ongoing compliance with the bid price and equity compliance. Nasdaq is currently evaluating the Company's plan and the timing of the decision is at the discretion of the Hearing Department. In the event that the Hearing Department does not agree with the Company's plan or if the Hearing Committee provides the Company a stay from suspension and the Company is unsuccessful in carrying out its plan, the Company's co ...
Volcon(VLCN) - 2023 Q4 - Annual Report
2024-03-28 20:41
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ 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 ( ...
Volcon(VLCN) - 2023 Q3 - Quarterly Report
2023-11-01 20:09
Table of Contents 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 September 30, 2023 OR ☐ 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 | ...
Volcon(VLCN) - 2023 Q2 - Quarterly Report
2023-08-11 20:00
Table of Contents 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, 2023 OR ☐ 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 | 84-4 ...
Volcon(VLCN) - 2023 Q1 - Quarterly Report
2023-05-05 20:02
Table of Contents 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 March 31, 2023 OR ☐ 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) Indicate by chec ...
Volcon(VLCN) - 2022 Q4 - Annual Report
2023-03-06 23:01
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ 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 ( ...
Volcon(VLCN) - 2022 Q3 - Quarterly Report
2022-11-10 13:50
Table of Contents 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 September 30, 2022 OR ☐ 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- ...
Volcon(VLCN) - 2022 Q2 - Quarterly Report
2022-08-15 21:53
Table of Contents 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 OR ☐ 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 84-48826 ...
Volcon(VLCN) - 2022 Q1 - Quarterly Report
2022-05-12 10:58
[PART I — FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Volcon, Inc.'s unaudited consolidated financial statements for Q1 2022 detail initial revenue, significant operating losses, and equity financing [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to **$25,046,898** by March 31, 2022, driven by cash from a public offering, significantly boosting stockholders' equity Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $13,999,965 | $5,572,199 | | Total current assets | $21,173,619 | $10,881,057 | | Total assets | $25,046,898 | $14,624,265 | | **Liabilities & Equity** | | | | Total current liabilities | $5,913,402 | $6,483,725 | | Total liabilities | $7,675,645 | $8,320,017 | | Total stockholders' equity | $17,371,253 | $6,304,249 | | **Total Liabilities & Equity** | **$25,046,898** | **$14,624,265** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Volcon reported first revenues of **$1,184,502** in Q1 2022, incurring a **($2,343,213)** gross margin loss and an **($8,612,345)** net loss Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Revenue | $1,184,502 | $– | | Cost of goods sold | ($3,527,715) | $– | | Gross margin | ($2,343,213) | $– | | Total operating expenses | $6,305,558 | $15,301,765 | | Loss from operations | ($8,648,771) | ($15,301,765) | | **Net loss** | **($8,612,345)** | **($15,319,687)** | | Net loss per common share – basic & diluted | ($0.40) | ($7.69) | [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders%20Equity) Stockholders' equity increased from **$6,304,249** to **$17,371,253** by March 31, 2022, primarily due to **$18,099,420** net proceeds from a public offering - In Q1 2022, the company raised **$18,099,420** in net proceeds from a public offering of 6,666,667 shares of common stock[13](index=13&type=chunk) - Stock-based compensation for Q1 2022 was **$1,575,165**, a significant decrease from the **$13,202,878** recorded in Q1 2021, mainly due to large warrant issuances to founders[12](index=12&type=chunk)[13](index=13&type=chunk)[96](index=96&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **($9,448,022)** in Q1 2022, offset by **$18,099,420** from financing activities, resulting in a **$8,427,766** net increase in cash Consolidated Cash Flow Highlights (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($9,448,022) | ($2,997,194) | | Net cash used by investing activities | ($223,632) | ($128,202) | | Net cash provided by financing activities | $18,099,420 | $8,944,846 | | **Net change in cash** | **$8,427,766** | **$5,819,449** | | **Cash at end of period** | **$13,999,965** | **$6,355,531** | [Notes to the Financial Statements](index=10&type=section&id=Notes%20to%20the%20Financial%20Statements) Notes detail accounting policies, a 'going concern' warning due to recurring losses, risks from the Russia-Ukraine conflict, and a terminated related-party lease - The company has recurring losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern; management plans to seek additional funding through loans or equity sales in 2022[23](index=23&type=chunk) - The conflict between Russia and Ukraine could impact the availability and price of nickel, a key component in the batteries for the company's vehicles[25](index=25&type=chunk) - On April 27, 2022, the company terminated a lease agreement with an entity controlled by its founders for a future headquarters and production facility in Liberty Hill, Texas[67](index=67&type=chunk)[121](index=121&type=chunk) - As of March 31, 2022, the company has a cumulative net operating loss carryforward of approximately **$30.9 million**, which can be carried forward indefinitely but may be subject to limitations[102](index=102&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the shift to a dealership model, product pipeline, Q1 2022 first revenue of **$1.2 million** and **$8.6 million** net loss, and insufficient cash, raising going concern doubts - The company is shifting its sales strategy from direct-to-consumer to a dealership model, having signed **83** dealership agreements by the end of Q1 2022[114](index=114&type=chunk) - Product development pipeline includes the 2023 Runt, Grunt EVO, and Brat E-Bike expected in Q4 2022, and the Stag UTV prototype introduction in H2 2022 with customer deliveries in H2 2023[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[119](index=119&type=chunk) - The company terminated a lease for a planned manufacturing facility in Liberty Hill, Texas, and is now evaluating third-party manufacturing options for the Stag UTV[121](index=121&type=chunk)[159](index=159&type=chunk) - Management states that cash on hand as of March 31, 2022, is insufficient to fund operations beyond one year, which raises substantial doubt about the company's ability to continue as a going concern[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Volcon is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Volcon is not required to provide quantitative and qualitative disclosures about market risk[153](index=153&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2022, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022[154](index=154&type=chunk) - There were no changes to internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[155](index=155&type=chunk) [PART II — OTHER INFORMATION](index=31&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no specific material legal proceedings at this time, though it may be involved in ordinary course business matters - The company is not currently involved in any material legal proceedings[157](index=157&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors except for a new risk concerning the termination of a manufacturing facility lease, which could impact future production - A new risk factor has been added regarding the termination of the lease for a built-to-suit manufacturing facility from an entity controlled by the company's founders[158](index=158&type=chunk) - The company is now evaluating third-party manufacturing for the Stag UTV or finding another facility; failure to do so on reasonable terms could impair manufacturing capabilities and adversely affect the business[159](index=159&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None[160](index=160&type=chunk) [Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[160](index=160&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[160](index=160&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[161](index=161&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate documents, stock forms, agreements, and officer certifications - Exhibits filed include officer certifications (31.1, 31.2, 32.1, 32.2), an underwriting agreement (10.3), and an employment agreement (10.2)[163](index=163&type=chunk)
Volcon(VLCN) - 2021 Q4 - Annual Report
2022-03-23 21:26
Part I [Business](index=5&type=section&id=Item%201.%20Business) Volcon, Inc. is an early-stage, all-electric, off-road powersports vehicle company, shipping its Grunt motorcycle since Q3 2021 and transitioning to a dealership sales model while planning global expansion and new products like the Stag UTV and Brat E-Bike - The company develops and builds electric two and four-wheel motorcycles and UTVs, with initial products being the Grunt and Runt motorcycles; development of the Runt is currently under evaluation due to cost concerns[20](index=20&type=chunk)[22](index=22&type=chunk) - Volcon terminated its direct-to-consumer sales platform in November 2021 and is transitioning to a dealership model in the U.S., having **33 dealership agreements** as of December 31, 2021[21](index=21&type=chunk)[24](index=24&type=chunk) - The company plans to expand its product line with the Stag UTV, expected for delivery in the second half of 2023, and the Brat E-Bike in Q4 2022[23](index=23&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - Global expansion is planned in three phases: Latin America (started 2021), Canada and Europe (expected 2022), and Australia (expected 2023), utilizing country-specific importers[25](index=25&type=chunk)[56](index=56&type=chunk) - The company faces significant competition from established powersports companies like Polaris, which has entered the electric UTV market, and specialized electric motorcycle manufacturers like Zero Motorcycles[60](index=60&type=chunk)[61](index=61&type=chunk) [Risk Factors](index=11&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks, including auditor's doubt about its going concern ability, material weaknesses in internal controls, dependence on single-source suppliers, high component costs, potential product liability, intense competition, trademark disputes, and reliance on building a new dealer network - The company's independent auditor has raised substantial doubt about its ability to continue as a going concern, stating that existing cash is only sufficient to fund operations until September 2022 without additional financing[73](index=73&type=chunk) - Material weaknesses in internal control over financial reporting have been identified, including inadequate segregation of duties and insufficient formal written policies[74](index=74&type=chunk) - The company is dependent on single-source suppliers for many components, exposing it to risks of production delays and potential loss of access to important technology if key suppliers face difficulties[78](index=78&type=chunk)[79](index=79&type=chunk) - The cost of parts for the Grunt currently exceeds its net realizable value, leading to a non-cash inventory write-down of **$5,450,007** in Q4 2021[80](index=80&type=chunk) - The company has received notices from two entities protesting its application for the "Volcon" trademark, which could require a rebranding effort if an agreement is not reached[59](index=59&type=chunk)[94](index=94&type=chunk) - The conflict between Russia and Ukraine could impact the availability and price of nickel, a key component in the lithium-ion batteries used in the company's vehicles[83](index=83&type=chunk)[90](index=90&type=chunk) [Unresolved Staff Comments](index=22&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[132](index=132&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) Volcon's corporate headquarters and current production facilities are in Round Rock, Texas, occupying approximately 21,300 square feet, with additional leased retail space in Denver, Colorado, and a future 40,000 square foot manufacturing facility planned in Liberty Hill, Texas - The company leases approximately **21,300 sq. ft.** in Round Rock, TX for its headquarters and **6,200 sq. ft.** of retail space in Denver, CO[132](index=132&type=chunk) - A lease has been signed for a future **40,000 sq. ft.** built-to-suit manufacturing facility in Liberty Hill, Texas, from an entity owned by two of the company's founders; construction had not commenced as of December 31, 2021[132](index=132&type=chunk) [Legal Proceedings](index=22&type=section&id=Item%203.%20Legal%20Proceedings) As of the filing date, the company is not a party to any legal proceedings - The company is not currently party to any legal proceedings[135](index=135&type=chunk) [Mine Safety Disclosures](index=22&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[136](index=136&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205) Volcon's common stock trades on NASDAQ under "VLCN", with 24,055,672 shares outstanding held by 1,381 shareholders as of March 21, 2022; the company has never paid cash dividends and has a 2021 Stock Plan authorizing 3,000,000 shares for equity compensation - The company's common stock is listed on the NASDAQ Stock Market LLC under the trading symbol **"VLCN"**[137](index=137&type=chunk) - As of March 21, 2022, there were **1,381 shareholders of record** and **24,055,672 outstanding shares** of common stock[138](index=138&type=chunk)[9](index=9&type=chunk) - The company has never declared or paid cash dividends and intends to retain any future earnings to finance business growth[139](index=139&type=chunk) Equity Compensation Plan Information as of December 31, 2021 | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price | Number of Securities Remaining Available for Future Issuance | | :--- | :--- | :--- | :--- | | Equity Compensation Plans Approved by Security Holders | 2,401,538 | $2.77 | 478,200 | | Equity Compensation Plans Not Approved by Security Holders | 5,174,209 | $1.16 | – | | **Total** | **7,575,747** | **$1.67** | **478,200** | [Reserved](index=24&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For fiscal year 2021, Volcon generated its first revenues of $448,819 but incurred a substantial net loss of $40.1 million, driven by high costs of goods sold including a $5.45 million inventory write-down, and a surge in operating expenses, notably $14.6 million in stock-based compensation, leading to critical liquidity with $5.6 million cash at year-end and substantial doubt about its going concern ability despite recent funding [Results of Operations](index=26&type=section&id=Item%207.%20Results%20of%20Operations) In 2021, Volcon recorded its first revenue of $448,819 from 75 Grunt vehicles, but a gross loss of $10.1 million due to $5.45 million inventory write-down and high initial costs, with operating expenses soaring to $29.1 million, driven by $15.8 million in G&A (including $13.5 million in stock-based compensation) and $10.5 million in product development, culminating in a $40.1 million net loss Consolidated Results of Operations (2021 vs. 2020) | | 2021 | 2020 | | :--- | :--- | :--- | | **Revenue** | **$448,819** | **$0** | | Cost of goods sold | $10,507,454 | $0 | | **Gross margin** | **($10,058,635)** | **$0** | | Sales and marketing | $2,872,620 | $125,752 | | Product development | $10,465,186 | $407,760 | | General and administrative | $15,783,409 | $833,277 | | **Total operating expenses** | **$29,121,214** | **$1,366,789** | | **Loss from operations** | **($39,179,850)** | **($1,366,789)** | | **Net loss** | **($40,125,109)** | **($1,374,413)** | - Cost of goods sold for 2021 included a significant write-down of inventory of **$5,450,007** to record inventory at its net realizable value[160](index=160&type=chunk) - General and administrative expenses for 2021 were primarily driven by stock-based compensation of **$13,504,435**, of which **$13,031,989** was due to warrants issued to the company's founders in March 2021[166](index=166&type=chunk) - Product development expenses in 2021 increased to **$10.5 million**, mainly due to prototype parts and tooling costs (**$5.7 million**) and increased payroll costs (**$2.0 million**) as development activities expanded[169](index=169&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Item%207.%20Liquidity%20and%20Capital%20Resources) As of December 31, 2021, Volcon had cash of $5.6 million and working capital of $4.4 million, with operations funded entirely through debt and equity sales, including $30.0 million from financing activities in 2021; despite a subsequent $18.1 million offering in February 2022, management concludes there is substantial doubt about the company's ability to continue as a going concern without further capital - The company had cash of **$5.6 million** and an accumulated deficit of **$41.5 million** as of December 31, 2021[173](index=173&type=chunk)[183](index=183&type=chunk) - Net cash used in operating activities was **$24.1 million** for the year ended December 31, 2021[175](index=175&type=chunk) - In 2021, the company raised **$30.0 million** from financing activities, including its initial public offering which provided net proceeds of **$16.6 million** in October 2021[178](index=178&type=chunk)[182](index=182&type=chunk) - Management states that cash on hand as of December 31, 2021, plus proceeds from the February 2022 offering, is insufficient to fund planned operations for a full year, raising substantial doubt about its ability to continue as a going concern[183](index=183&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is therefore not required to provide the information for this item - As a smaller reporting company, Volcon is not required to provide disclosures about market risk[187](index=187&type=chunk) [Financial Statements and Supplementary Data](index=29&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the company's audited consolidated financial statements for the fiscal year ended December 31, 2021, and the period from inception to December 31, 2020, including the independent auditor's report expressing substantial doubt about the company's ability to continue as a going concern, detailing significant net loss, changes in stockholders' equity, and reliance on financing activities [Report of Independent Registered Public Accounting Firm](index=31&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor, MaloneBailey, LLP, issued an unqualified opinion on the financial statements, confirming fair presentation in accordance with U.S. GAAP, but critically included a "Going Concern Matter" paragraph highlighting recurring losses and capital deficiency that raise substantial doubt about the company's ability to continue as a going concern - The auditor's report includes a paragraph stating that the company's recurring losses from operations and need for additional funding raise substantial doubt about its ability to continue as a going concern[192](index=192&type=chunk) [Consolidated Financial Statements](index=32&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a significant increase in assets, liabilities, and stockholders' equity in 2021, primarily due to financing activities and the commencement of operations, with the balance sheet as of December 31, 2021, showing total assets of $14.6 million and total liabilities of $8.3 million, a net loss of $40.1 million for 2021, and cash flow highlighting $24.2 million used in operations funded by $30.0 million from financing activities Consolidated Balance Sheet Data (as of December 31) | | 2021 | 2020 | | :--- | :--- | :--- | | Total Current Assets | $10,881,057 | $638,871 | | **Total Assets** | **$14,624,265** | **$1,854,013** | | Total Current Liabilities | $6,483,725 | $2,322,125 | | **Total Liabilities** | **$8,320,017** | **$2,995,868** | | **Total Stockholders' Equity (Deficit)** | **$6,304,249** | **($1,141,855)** | Consolidated Statement of Operations Data | | For the Year Ended Dec 31, 2021 | For the Period Feb 21, 2020 to Dec 31, 2020 | | :--- | :--- | :--- | | Revenue | $448,819 | $0 | | Gross Margin | ($10,058,635) | $0 | | Loss from Operations | ($39,179,850) | ($1,366,789) | | **Net Loss** | **($40,125,109)** | **($1,374,413)** | | **Net Loss per Share** | **($8.79)** | **($5.69)** | Consolidated Statement of Cash Flows Data (Year Ended Dec 31, 2021) | Cash Flow Activity | 2021 | | :--- | :--- | | Net cash used in operating activities | ($24,160,526) | | Net cash used by investing activities | ($838,030) | | Net cash provided by financing activities | $30,034,673 | | **Net Change in Cash** | **$5,036,117** | [Notes to the Consolidated Financial Statements](index=38&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes provide critical context to the financial statements, including the going concern uncertainty, a $5.45 million inventory loss, details on related-party leases, a $13.0 million expense for exchanging founder anti-dilution warrants for 11 million fixed warrants, and a subsequent event where the company raised $18.1 million net proceeds from a public offering in February 2022 - Note 1 (Going Concern): The financial statements were prepared assuming the company will continue as a going concern, but recurring losses and negative cash flows raise substantial doubt about this ability[211](index=211&type=chunk) - Note 3 (Inventory): The company recognized a loss of **$5,450,007** on inventory and inventory deposits to reduce the value of Grunt parts to their net realizable value[240](index=240&type=chunk) - Note 7 (Stockholders' Equity): In March 2021, the company exchanged anti-dilution warrants held by founders for **11,000,000 fixed-price warrants**, recognizing an expense of **$13,031,989**[263](index=263&type=chunk) - Note 12 (Subsequent Events): On February 1, 2022, the company sold **6,666,667 shares** of common stock in a public offering, receiving net proceeds of **$18,055,000**[286](index=286&type=chunk) [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=52&type=section&id=Item%209.%20Changes%20In%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[289](index=289&type=chunk) [Controls and Procedures](index=52&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2021, and as a newly public company, a management report on internal control over financial reporting is not yet required, with no material changes reported in the fourth quarter of 2021 - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[289](index=289&type=chunk) - The annual report does not include a management assessment of internal control over financial reporting, as permitted for newly public companies[290](index=290&type=chunk) [Other Information](index=52&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[291](index=291&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=52&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[291](index=291&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=53&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2022 Annual Meeting of Stockholders, which will be filed with the SEC within 120 days of the fiscal year-end - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[292](index=292&type=chunk) [Executive Compensation](index=53&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2022 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[293](index=293&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=53&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2022 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[294](index=294&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=53&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%20and%20Director%20Independence) Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2022 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[295](index=295&type=chunk) [Principal Accountant Fees and Services](index=53&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item is incorporated by reference from the company's definitive proxy statement for the 2022 Annual Meeting of Stockholders - Information is incorporated by reference from the definitive proxy statement for the 2022 Annual Meeting of Stockholders[296](index=296&type=chunk) Part IV [Exhibit and Financial Statement Schedules](index=54&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Annual Report, with consolidated financial statements included in Item 8 and all other financial statement schedules omitted as they are not applicable or the required information is already included elsewhere - The consolidated financial statements are included in Part II, Item 8 of the report[298](index=298&type=chunk) - All financial statement schedules have been omitted as they are not applicable or the information is included elsewhere[299](index=299&type=chunk) [Form 10-K Summary](index=54&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary for its Form 10-K - The company has elected not to provide summary information[301](index=301&type=chunk)