false 0001499961 0001499961 2024-09-25 2024-09-25 0001499961 muln:CommonStockParValue0.001Member 2024-09-25 2024-09-25 0001499961 muln:RightsToPurchaseSeriesA1JuniorParticipatingPreferredStockMember 2024-09-25 2024-09-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 25, 2024

 ​

MULLEN AUTOMOTIVE INC.

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-34887   86-3289406
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		 (IRS Employer
Identification No.)

 ​

1405 Pioneer Street, Brea, California 92821

(Address, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code (714) 613-1900

 

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   MULN   The Nasdaq Stock Market, LLC
(Nasdaq Capital Market)
Rights to Purchase Series A-1 Junior Participating Preferred Stock   None   The Nasdaq Stock Market, LLC
(Nasdaq Capital Market)

 ​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On September 25 and 27, 2024, pursuant to the terms of the Securities Purchase Agreement dated May 14, 2024 between Mullen Automotive Inc. (the “Company”) and certain investors (the “Securities Purchase Agreement”), which was previously disclosed in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 14, 2024 (the “Form 10-Q”), certain investors partially exercised the additional investment right and purchased additional 5% Original Issue Discount Senior Secured Notes that are convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the initial aggregate principal amount of approximately $12.5 million (or $11.9 million excluding the 5% original issue discount) (the “Notes”) and also received five-year warrants exercisable on a cash basis for an aggregate of 46,664 shares of Common Stock (the “Warrants”). The Warrants may also be exercised on a cashless basis pursuant to the formula set forth therein and as further described in the Form 10-Q. The Notes and Warrants have the same terms and conditions as the previously issued notes and warrants as described in the Form 10-Q.

 

Item 3.02Unregistered Sales of Equity Securities.

 

The disclosure required by this Item is included above in Item 2.03 of this Current Report on Form 8-K and is incorporated herein by reference. The Notes and Warrants issued to the investors pursuant to the Securities Purchase Agreement, and upon conversion or exercise, as applicable, the shares of Common Stock will be issued pursuant to the exemption from registration for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MULLEN AUTOMOTIVE INC.
   
Date: October 1, 2024 By: /s/ David Michery
    David Michery
    Chief Executive Officer

 

2

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Sep. 25, 2024
Document Type 8-K
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Document Period End Date Sep. 25, 2024
Entity File Number 001-34887
Entity Registrant Name MULLEN AUTOMOTIVE INC.
Entity Central Index Key 0001499961
Entity Tax Identification Number 86-3289406
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1405 Pioneer Street
Entity Address, City or Town Brea
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92821
City Area Code (714)
Local Phone Number 613-1900
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Pre-commencement Issuer Tender Offer false
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Common Stock, par value $0.001  
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol MULN
Security Exchange Name NASDAQ
Rights to Purchase Series A-1 Junior Participating Preferred Stock  
Title of 12(b) Security Rights to Purchase Series A-1 Junior Participating Preferred Stock
Trading Symbol None
Security Exchange Name NASDAQ
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