false 0001499961 0001499961 2024-10-23 2024-10-23 0001499961 muln:CommonStockParValue0.001Member 2024-10-23 2024-10-23 0001499961 muln:RightsToPurchaseSeriesA1JuniorParticipatingPreferredStockMember 2024-10-23 2024-10-23 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): October 23, 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 3.02 Unregistered Sales of Equity Securities.

 

On October 23, 2024, Mullen Automotive Inc. (the “Company”) issued 340,000 shares (the “Shares”) of common stock, par value $.001 per share (“Common Stock”), in accordance with a settlement agreement dated October 21, 2024 (the “Settlement Agreement”) whereby the Company agreed to issue to a note holder (the “Holder”) $3.0 million (the “Settlement Amount”) of shares of its Common Stock in exchange for the satisfaction and cancellation of all obligations related to approximately $4.5 million of secured promissory notes. Pursuant to the terms of the Settlement Agreement, the number of shares of Common Stock issued to the Holder for the Settlement Amount was and will be based on the closing price of the Common Stock on the day immediately preceding such issuance, subject to an ownership limitation of 9.99%. The Company is also obligated to issue shares of Common Stock so that the Holder achieves the Settlement Amount but may satisfy any remaining balance of the Settlement Amount by cash payment. The Shares were issued, and additional shares of Common Stock issued pursuant to the Settlement Agreement will be issued, in reliance on the exemption from the registration requirements of Section 3(a)(9) of the Securities Act of 1933, as amended, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

 

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 25, 2024 By: /s/ David Michery
    David Michery
    Chief Executive Officer

 

2

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Cover
Oct. 23, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 23, 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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
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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