Sec Form 13G Filing - Altium Capital Management LP filing for Volcon Inc. (VCLN) - 2023-11-22

(Name of Issuer)

92864V103

(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

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾

TYPE OF REPORTING PERSON

IA, PN

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

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾

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

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants⁽²⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

566,214 shares of Common Stock

2,800,000 shares of Common Stock issuable upon exercise of Prefunded Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series A Warrants⁽²⁾

1,666,665 shares of Common Stock issuable upon exercise of Series B Warrants ⁽²⁾

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9%⁽¹⁾

TYPE OF REPORTING PERSON

OO

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 mem ber 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 10,145,321 shares of Common Stock outstanding. The Common Stock outstanding was calculated by utilizing the Common Stock outstanding as of November 15, 2023, of 6,819,279 and aggregating 3,326,042 underlying Common Stock, represented in the Common Units offered as set forth in the Issuer’s Form 424(b)(4) dated November 16, 2023, filed with the Securities and Exchange Commission on November 17, 2023.

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock and 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 percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Warrant Blocker. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to take delivery of Common Stock nor 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