Volcon exchanges Series B warrants for 0.81 shares each, removes anti-dilution provisions

Empery Digital Inc.

Amended Series B warrants to delete anti-dilution price adjustments and permit cashless exercise at 0.81x ratio.
Exchanged 13,777,011 Series B warrants for ~11.2M shares (or pre-funded warrants) at 0.81 per warrant.
Exchange conducted under Section 3(a)(9) exemption; shares issued without restrictive legends.
Warrant amendments and exchange reduce potential dilution from 1:1 warrant exercise to 0.81:1.
Agreements filed as exhibits; all material non-public information disclosed via Form 8-K.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Empery Digital Inc. entered into Exchange Agreement with certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock valued at Exchange of Series B Warrants for shares of common stock (or pre-funded warrants) at a ratio of 0.81 (effective 2024-05-17).

Action: entry
Counterparty: certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock
Value: Exchange of Series B Warrants for shares of common stock (or pre-funded warrants) at a ratio of 0.81
Effective: 2024-05-17

Exact text from the filing

On May 17, 2024, after giving effect to the Warrant Amendment, the Company and certain holders of Series B Warrants to purchase an aggregate of 13,777,011 shares of common stock (the “Holders”) entered into separate exchange agreements (the “Agreements”) pursuant to which the Company agreed to exchange the Series B Warrants held by the Holders for shares of Company common stock (or, at the option of the Holder, pre-funded warrants) at a ratio of 0.81 shares of Company common stock (or, at the option of the Holder, pre-funded warrants) for each whole Series B Warrant.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Empery Digital Inc. entered into Warrant Amendment with holders of a majority-in-interest of the Company’s Series B warrants valued at All outstanding Series B Warrants amended to delete provisions for adjustment of exercise price and (effective 2024-05-17).

Action: entry
Counterparty: holders of a majority-in-interest of the Company’s Series B warrants
Value: All outstanding Series B Warrants amended to delete provisions for adjustment of exercise price and
Effective: 2024-05-17

Exact text from the filing

On May 17, 2024, Volcon, Inc. (the “Company”) entered into separate warrant amendment agreements (collectively, the “Warrant Amendment”) with the holders of a majority-in-interest of the holders of the Company’s Series B warrants issued on November 17, 2023 (the “Series B Warrants”).

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308 material agreements filed in the last 30 days. Browse all material agreements →

Empery Digital Inc. filing history →

Source: SEC EDGAR

accession 0001683168-24-003631

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