Volcon(VLCN) - 2024 Q1 - Quarterly Report

PART I — FINANCIAL INFORMATION Item 1. Financial Statements The company's Q1 2024 net loss widened to $26.0 million, driven by non-cash charges, while stockholders' equity turned positive following debt conversion, though substantial doubt about its going concern status remains Consolidated Balance Sheets Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Assets | | | | Cash | $3,571,048 | $7,983,346 | | Total current assets | $15,066,410 | $19,532,296 | | Total assets | $17,380,175 | $22,126,397 | | Liabilities & Equity | | | | Total current liabilities | $12,890,319 | $40,913,110 | | Convertible notes, net | $– | $30,149,579 | | Total liabilities | $13,592,983 | $41,757,418 | | Total stockholders' equity (deficit) | $3,787,192 | $(19,631,021) | - The company's financial position shifted significantly, with total liabilities decreasing from $41.8 million to $13.6 million, primarily due to the conversion of convertible notes[9] - This led to stockholders' equity becoming positive at $3.8 million, compared to a deficit of $19.6 million at the end of 2023[9] Consolidated Statements of Operations Consolidated Statement of Operations (Unaudited) | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Revenue | $1,033,548 | $1,170,458 | | Gross margin | $(588,032) | $(59,523) | | Total operating expenses | $3,656,303 | $5,465,812 | | Loss from operations | $(4,244,335) | $(5,525,335) | | Loss from derivative warrant liabilities | $(19,838,987) | $– | | Net loss | $(26,048,044) | $(7,299,469) | | Net loss per common share – basic & diluted | $(3.27) | $(66.94) | - The net loss for Q1 2024 increased dramatically to $26.0 million from $7.3 million in Q1 2023[12] - This was primarily due to a non-cash loss of $19.8 million from derivative warrant liabilities and a $1.6 million loss from the conversion and exchange of convertible notes[12] Consolidated Statements of Stockholders Equity (Deficit) - Stockholders' equity turned from a deficit of $19.6 million to a positive $3.8 million, mainly driven by the conversion of $24.7 million in convertible notes to preferred stock and other conversions to common stock, which offset the $26.0 million net loss[14] Consolidated Statements of Cash Flows Consolidated Statement of Cash Flows (Unaudited) | Cash Flow Activity | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(4,541,267) | $(6,476,651) | | Net cash used in investing activities | $(66,230) | $(244,619) | | Net cash provided by (used in) financing activities | $90,199 | $(44,438) | | Net Change in Cash and Restricted Cash | $(4,517,298) | $(6,765,708) | | Cash and Restricted Cash at End of Period | $3,676,048 | $4,772,134 | - The company experienced a net decrease in cash and restricted cash of $4.5 million during Q1 2024, ending the period with $3.7 million[18] - Non-cash transactions were significant, including the conversion of $7.4 million in convertible notes to common stock and the exchange of $24.7 million in notes for preferred stock[18] Notes to the Financial Statements - Going Concern: Management states that cash on hand as of March 31, 2024, is not sufficient to fund planned operations beyond one year, raising substantial doubt about the company's ability to continue as a going concern[25] - Nasdaq Compliance: The company is not in compliance with Nasdaq's minimum bid price and market value rules and has been granted an extension until June 24, 2024, to regain compliance[26][27] - Debt Restructuring: In Q1 2024, the company converted approximately $7.4 million of convertible notes to common stock and exchanged the remaining $24.7 million for Series A Convertible Preferred Stock, eliminating all covenants from the notes[24][96] - Reverse Stock Split: The company completed a 1-for-45 reverse stock split on February 2, 2024, and all share and per-share amounts have been adjusted accordingly[36][116] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses a strategic shift to a dealer sales model, a Q1 2024 revenue of $1.0 million, and a critical liquidity situation with cash insufficient to fund operations beyond the near term Q1 2024 vs Q1 2023 Results of Operations | Metric | Three Months Ended Mar 31, 2024 | Three Months Ended Mar 31, 2023 | | :--- | :--- | :--- | | Revenue | $1,033,548 | $1,170,458 | | Gross margin | $(588,032) | $(59,523) | | Loss from operations | $(4,244,335) | $(5,525,335) | | Net loss | $(26,048,044) | $(7,299,469) | - Q1 2024 revenue was primarily driven by sales of the Brat E-Bike ($532,806) and Grunt EVO motorcycles ($329,617), along with the first Stag UTV sale[181] - The company's cash position is critical, as management anticipates that cash on hand will not be sufficient to fund operations beyond the near term and requires additional financing before Q3 2024[210] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Volcon, Inc, is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item[216] Item 4. Controls and Procedures The company's CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2024, due to past filing delays and incomplete remediation efforts - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024, due to past failures in timely filing and a lack of remediated controls[219] - No material changes were made to the company's internal control over financial reporting during the first quarter of 2024[220] PART II — OTHER INFORMATION Item 1. Legal Proceedings The company reports that it is not currently involved in any material legal proceedings outside the ordinary course of business - The company is not currently involved in any material legal proceedings[222] Item 1A. Risk Factors The company faces substantial going concern doubts, Nasdaq delisting risk, and significant potential shareholder dilution from outstanding warrants and preferred stock - Going Concern Risk: Cash on hand is not sufficient to fund operations into Q3 2024, raising substantial doubt about the company's ability to continue as a going concern[224] - Nasdaq Delisting Risk: The company has until June 24, 2024, to regain compliance with Nasdaq's minimum bid price and shareholders' equity requirements to avoid delisting[225][226] - Dilution Risk: Outstanding Series B warrants and Series A Preferred Stock have anti-dilution features that could significantly increase the number of shares issuable and dilute existing shareholders[230][239] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company reported no unregistered sales of equity securities during the period - None reported[241] Item 5. Other Information No director or officer adopted or terminated any Rule 10b5-1 trading arrangement during the quarter ended March 31, 2024 - During the quarter, no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[244] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate governance documents and required certifications