Current Report Filing (8-k)
June 24 2015 - 5:26PM
Edgar (US Regulatory)
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)
June
18, 2015
Saleen
Automotive, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or other Jurisdiction of Incorporation)
333-176388
|
|
45-2808694 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
2375
Wardlow Road
Corona,
CA 92882
(Address
of Principal Executive Offices and zip code)
(800)
888-8945
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under
any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[ ] 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))
Item
1.01 Entry into a Material Definitive Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
On
June 22, 2015, we issued to Molly Saleen, Inc., dba Mollypop, 19,007.777 shares of our Super Voting Preferred Stock to reimburse
Mollypop for $34,214 of merchandise purchased by Mollypop on our behalf. Molly Saleen, the Chief Executive Officer of Mollypop,
is the daughter of Steve Saleen, our Chief Executive Officer and President. On June 22, 2015, we also issued 63,000 shares of
our Super Voting Preferred Stock to Michaels Law Group, APLC (“MLG”) as a retainer for legal services to be provided
by MLG in connection with various outstanding claims and suits in which we are the plaintiff, and for other legal matters. Jonathan
Michaels, the founding member of MLG, previously served as a member of our board of directors and as our general counsel.
The
per share price of our Super Voting Preferred Stock issued to Mollypop and MLG was based on the conversion ratio of our Super
Voting Preferred Stock into 1,000 shares of our common stock, multiplied by the per share closing price ($0.0018) of our common
stock as of June 19, 2015, the date the issuance was approved by our Board of Directors. We issued the aforementioned shares in
a private placement, exempt from the registration requirements of the Securities Act of 1993, as amended, to accredited investors.
Except
for the transactions above and any previously disclosed transactions with MLG, none of our company nor its subsidiaries had any
material relationship with either Mollypop or MLG.
SIGNATURE
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.
|
SALEEN
AUTOMOTIVE, INC. |
|
|
|
Date:
June 24, 2015 |
By:
|
/s/
Steven Saleen |
|
|
Steven
Saleen |
|
|
Chief
Executive Officer |