EMPD 8-K
Empery Digital Inc. (EMPD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 5.07 is incorporated herein by reference.
Effective January 30, 2024, Volcon, Inc. (the “Company”) entered into an employment agreement with John Kim, pursuant to which Mr. Kim agreed to serve as the Company’s CEO commencing on February 3, 2024. Pursuant to the employment agreement, the Company agreed to issue Mr. Kim an option grant for a ten-year option to purchase a number of shares equal to 10% of the fully diluted number of shares of the Company’s common stock outstanding at the date of grant, which will result in an option to purchase 1,443,000 shares of common stock, subject to approval of the Company’s stockholders, which occurred at the Annual Meeting (see Item 5.07 below for more information on the Annual Meeting). Pursuant to the employment agreement, the options are eligible to vest on the earlier of one year after issuance or on the date at least 90% of the Company’s convertible promissory notes outstanding as of January 30, 2023 are no longer outstanding. As the convertible promissory notes are no longer outstanding, the option grant will be fully vested upon issuance. The options will have a term of ten years and an exercise price equal to the Company’s common stock closing price on the date of grant, which will be the date of the Annual Meeting.
On January 30, 2024, the Company entered into a new employment agreement with Greg Endo, pursuant to which Mr. Endo agreed to continue to serve as the Company’s CFO. Pursuant to the new agreement, the Company agreed to issue Mr. Endo an option grant for a ten-year option to purchase a number of shares equal to 4% of the fully diluted number of shares of the Company’s common stock outstanding at the date of grant, which will result in an option to purchase 577,200 shares of common stock, subject to approval of the Company’s stockholders, which occurred at the Annual Meeting (see Item 5.07 below for more information on the Annual Meeting). Pursuant to the employment agreement, the options are eligible to vest on the earlier of one year after issuance or on the date at least 90% of the Company’s convertible promissory notes outstanding as of January 30, 2023 are no longer outstanding. As the convertible promissory notes are no longer outstanding, the option grant will be fully vested upon issuance. The options will have a term of ten years and an exercise price equal to the Company’s common stock closing price on the date of grant, which will be the date of the Annual Meeting.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 30, 2025, the Company held its annual meeting of stockholders at 10:00 a.m. Central Time (the “Annual Meeting”) in a virtual only format. Set forth below are the seven proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the Annual Meeting inspector of election. The proposals are described in greater detail in the Definitive Proxy Statement of the Company (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2025, the relevant portions of which are incorporated herein by reference.
On April 25, 2025, the record date for the Annual Meeting (the “Record Date”), there were 3,850,824 shares of Company common stock issued, outstanding and entitled to vote. Stockholders holding 1,662,749 shares of Company common stock, representing approximately 43.18% of the shares of common stock outstanding on Record Date, which represented a quorum for the meeting, were present at the Annual Meeting, in person or represented by proxy.
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Each of the director nominees were elected to serve one-year terms and each of the proposals summarized below, other than Proposal 3, was approved by the Company’s stockholders.
Proposal 1: The four nominees named in the Proxy Statement were elected to serve a one-year term ending at the 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, based upon the following votes:
| Nominee | For | Withheld | Broker Non-Vote |
| Adrian Solgaard | 306,686 | 296,216 | 1,059,847 |
| John Kim | 313,984 | 288,918 | 1,059,847 |
| Jonathan Foster | 303,852 | 298,050 | 1,059,847 |
| Karin-Joyce Tjon | 280,315 | 322,587 | 1,059,847 |
| Orn Olason | 305,169 | 297,733 | 1,059,847 |
Proposal 2: An amendment to the Company's amended and restated certificate of incorporation to grant the Board of Directors of the Company (the “Board”) authority to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a reverse stock split ratio of between 1-for-2 to 1-for-25 (or any whole number in between), as determined by the Board in its sole discretion, prior to the one-year anniversary of the Annual Meeting, was approved having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 1,306,074 | 349,089 | 7,586 | 0 |
Proposal 3: A proposed amendment to the Volcon, Inc. 2021 Stock Plan (the “2021 Stock Plan”) to increase the number of shares authorized for issuance by 2,100,000 shares was not approved having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 183,096 | 183,622 | 236,184 | 1,059,847 |
Proposal 4: The issuance of stock option grants outside of the 2021 Stock plan to certain officers of the Company pursuant to Nasdaq Listing Rule 5635(c), was approved having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 191,982 | 174,303 | 236,617 | 1,059,847 |
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Proposal 5: The issuance of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock to Super Sonic (Aodes) if certain order thresholds are met in accordance with the distribution agreement signed on January 31, 2025 pursuant to Nasdaq Listing Rule 5635(d), was approved having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 241,564 | 122,907 | 238,431 | 1,059,847 |
Proposal 6: The appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2025, was approved having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 1,361,783 | 63,869 | 237,097 | 0 |
Proposal 7: An adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of one or more of the foregoing proposals was approved, having received the following votes:
| For | Against | Abstain | Broker Non-Vote |
| 1,212,390 | 215,010 | 235,349 | 0 |
Other than the seven proposals summarized above, no other item of business was submitted at the Annual Meeting for stockholder action.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Volcon, Inc. | |
| (Registrant) | |
| Date: May 30, 2025 | /s/ Greg Endo |
| Greg Endo Chief Financial Officer |
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