false 0001499961 0001499961 2024-08-12 2024-08-12 0001499961 muln:CommonStockParValue0.001Member 2024-08-12 2024-08-12 0001499961 muln:RightsToPurchaseSeriesA1JuniorParticipatingPreferredStockMember 2024-08-12 2024-08-12 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): August 12, 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 August 27, 2024, pursuant to the common stock purchase agreement dated May 21, 2024 (the “Purchase Agreement”) between Esousa Holdings LLC (the “Investor”) and Mullen Automotive Inc. (the “Company”), as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024, the Company issued 13,816,105 shares of common stock to the Investor as “Commitment Shares.” The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Investor represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).

 

Between August 12 and 21, 2024, the Company issued an aggregate of 3,714,515 shares of common stock pursuant to the terms of the Settlement Agreement and Stipulation dated May 13, 2024 with Silverback Capital Corporation, which is further described in the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2024. The issuance of such shares is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions.

 

Item 8.01. Other Events.

 

As of August 29, 2024, a total of 158,909,504 shares of the Company’s common stock, par value $0.001 per share, were issued and outstanding.

 ​

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: August 30, 2024 By: /s/ David Michery
    David Michery
    Chief Executive Officer

 

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Aug. 12, 2024
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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
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Trading Symbol MULN
Security Exchange Name NASDAQ
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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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