UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Mullen Automotive
Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
86-3289406 |
(State of incorporation
or organization) |
|
(I.R.S. Employer
Identification no.) |
| 1405 Pioneer Street, Brea, California |
|
92821 |
| (Address of principal executive offices) |
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so
registered
|
|
Name of each exchange on which each
class is to be registered
|
| Rights to Purchase Series A-1 Junior Participating Preferred Stock |
|
The Nasdaq Stock Market, LLC
(Nasdaq Capital Market)
|
If this form relates to the registration of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒
If this form relates to the registration of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please
check the following box. ☐
If this form relates to the registration of a class of securities concurrently with
a Regulation A offering, check the following box. ☐
| Securities Act registration statement file number to which this form relates: |
|
Not Applicable |
| |
|
(if applicable) |
Securities to be registered pursuant to Section 12(g)
of the Act:
None
(Title of Class)
MULLEN AUTOMOTIVE INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
On May 1, 2024, the Board of Directors of Mullen Automotive Inc. (the “Company”) declared
a dividend distribution of one right (a “Right”), for each outstanding share of common
stock, par value $0.001 per share, of the Company and preferred stock, par value $0.001
per share, of the Company. The dividend is payable to holders of record as of the close of business on May 13, 2024. In connection with the distribution of the Rights, the Company entered into a Rights
Agreement (the “Rights Agreement”), dated as of May 1, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights
agent.
The following is a summary description of the Rights. This summary is intended to
provide a general description only and is subject to the detailed terms and conditions
of the Rights Agreement, a copy of which is attached hereto as Exhibit 4.1, which
is incorporated herein by reference.
Issuance of Rights
Each holder of Common Stock and Preferred Stock (i.e., Series A Preferred Stock, Series C Preferred Stock
and Series D Preferred Stock) as of the Record Date will receive a dividend of one
Right per share of Common Stock and Preferred Stock, as applicable. One Right will
also be issued together with each share of Common Stock and each share of a series
of Preferred Stock the terms of which provide for the holders thereof to be issued
Rights issued by the Company after the Record Date and prior to the Distribution Date
(as defined in below), and in certain circumstances, after the Distribution Date. New certificates
for Common Stock and Preferred Stock issued after the Record Date will contain a notation
incorporating the Rights Agreement by reference.
Until the Distribution Date:
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the Rights will not be exercisable; |
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the Rights will be evidenced by the certificates for Common Stock or Preferred Stock,
as applicable (or, in the case of book entry shares, by notation in book entry) and
not by separate rights certificates; and |
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the Rights will be transferable by, and only in connection with, the transfer of Common
Stock or Preferred Stock. |
Distribution Date; Beneficial Ownership
The Rights are not exercisable until the Distribution Date. As of and after the Distribution
Date, the Rights will separate from the Common Stock and Preferred Stock and each
Right will become exercisable to purchase one ten-thousandth of a share of Series
A-1 Junior Participating Preferred Stock, par value $0.001 per share, of the Company
(each whole share, a share of “A-1 Preferred Stock”) at a purchase price of $30.00
(such purchase price, as may be adjusted, the “Purchase Price”). This portion of a
share of A-1 Preferred Stock would give the holder thereof approximately the same dividend,
voting, and liquidation rights as would one share of Common Stock. Prior to exercise,
the Right does not give its holder any dividend, voting or liquidation rights.
The “Distribution Date” is the earlier of:
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ten days following a public announcement that a person has become an “Acquiring Person”
by acquiring beneficial ownership of 10% or more of the Common Stock then outstanding
(or, in the case of a person that had beneficial ownership of 10% or more of the outstanding
Common Stock on the date the Rights Agreement was executed, by obtaining beneficial
ownership of additional shares of Common Stock) other than as a result of repurchases
of Common Stock by the Company or certain inadvertent acquisitions; and |
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ten business days (or such later date as the Board shall determine prior to the time
a person becomes an Acquiring Person) after the commencement of a tender offer or
exchange offer by or on behalf of any person (other than the Company and certain related entities) that, if completed, would
result in such person becoming an Acquiring Person. |
A person will be deemed to “beneficially own” any Common Stock if such person or any
affiliated or associated person of such person:
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is considered a “beneficial owner” of the Common Stock under Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended and as in effect on the date of the Rights Agreement; |
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has the right to acquire the Common Stock, either immediately or in the future, pursuant
to any agreement, arrangement, or understanding (other than a customary underwriting
agreement relating to a bona fide public offering of the Common Stock) or upon the
exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise,
except that a person will not be deemed to be a beneficial owner of (a) securities
tendered pursuant to a tender offer or exchange offer by or on behalf of such person or any affiliated or associated persons of such person until the tendered securities
are accepted for purchase or exchange, (b) securities issuable upon exercise of a
Right before the occurrence of a Triggering Event (as defined below), or (c) securities
issuable upon exercise of a Right after the occurrence of a Triggering Event if the
Rights are originally issued Rights or were issued in connection with an adjustment
to originally issued Rights; |
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has the right to vote or dispose of the Common Stock pursuant to any agreement, arrangement,
or understanding (other than a right to vote arising from the granting of a revocable proxy or consent that is not also then reportable on a Schedule 13D); or |
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has an agreement, arrangement, or understanding with another person who beneficially
owns Common Stock and the agreement, arrangement, or understanding is for the purpose
of acquiring, holding, voting, or disposing of any securities of the Company (other
than customary underwriting agreements relating to a bona fide public offering of
Common Stock or a right to vote arising from the granting of a revocable proxy or
consent that is not also then reportable on a Schedule 13D). |
Certain synthetic interests in securities created by derivative positions-whether
or not such interests are considered to be ownership of the underlying common stock
or are reportable on a Schedule 13D-are treated as beneficial ownership of the number of shares of Common Stock equivalent
to the economic exposure created by the derivative position, to the extent actual
shares of Common Stock are directly or indirectly held by counterparties to the derivatives
contracts. Swaps dealers unassociated with any control intent or intent to evade the
purposes of the rights plan are excepted from such imputed beneficial ownership.
Exempt Persons and Transactions
The Board of Directors may, in its sole and absolute discretion, determine that a
Person is exempt from the Rights Agreement (an “Exempt Person”), so long as such determination
is made prior to such time as such Person becomes an Acquiring Person. Any Person
will cease to be an Exempt Person if the Board of Directors makes a contrary determination
with respect to such Person regardless of the reason therefor. In addition, the Board
of Directors may, in its sole and absolute discretion, exempt any transaction from triggering the Rights Agreement, so long as the determination in respect of
such exemption is made prior to such time as any Person becomes an Acquiring Person.
Issuance of Rights Certificates
As soon as practicable after the Distribution Date, the Rights Agent will mail rights
certificates to holders of record of Common Stock and Preferred Stock as of the close
of business on the Distribution Date and, thereafter, the separate rights certificates
alone will evidence the Rights.
Expiration of Rights
The Rights will expire on the earliest of (a) 5:00 p.m., New York time, on May 1, 2025, (b) the time at which the Rights are redeemed (as described below), and (c)
the time at which the Rights are exchanged in full (as described below) (the earliest
of (a), (b) and (c) being herein referred to as the “Expiration Date”).
Change of Exercise of Rights Following Certain Events
The following described events are referred to as “Triggering Events.”
(a) Flip-In Event. In the event that a person becomes an Acquiring Person, each holder
of a Right will thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, other securities, cash, or other assets of the Company)
having a value equal to two times the Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of a person becoming an Acquiring Person, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or by certain related parties) will be null
and void.
(b) Flip-Over Events. In the event that, at any time after a person has become an Acquiring
Person, (i) the Company engages in a merger or other business combination transaction
in which the Company is not the continuing or surviving corporation or other entity,
(ii) the Company engages in a merger or other business combination transaction in
which the Company is the continuing or surviving corporation and the Common Stock
of the Company are changed or exchanged, or (iii) 50% or more of the Company’s assets or earning power is sold or transferred, each holder of a Right (except Rights
that have previously been voided as set forth above) shall thereafter have the right
to receive, upon exercise, common shares of the acquiring company having a value equal
to two times the Purchase Price.
Redemption
At any time prior to the earlier of (a) a person becoming an Acquiring Person and
(b) the Expiration Date (as defined in the Rights Agreement), the Board may direct
the Company to redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash,
Common Stock, or other consideration deemed appropriate by the Board). Immediately
upon the action of the Board directing the Company to redeem the Rights, the Rights
will terminate and the only right of the holders of Rights will be to receive the
$0.001 redemption price.
Exchange of Rights
At any time after a person becomes an Acquiring Person but before any person acquires
beneficial ownership of 50% or more of the outstanding Common Stock, the Board may
direct the Company to exchange the Rights (other than Rights owned by such person
or certain related parties, which will have become null and void), in whole or in
part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment).
The Company may substitute shares of A-1Preferred Stock (or shares of a class or series
of the Company’s preferred stock having equivalent rights, preferences, and privileges) for Common
Stock at an initial rate of one one-thousandth of a share of A-1Preferred Stock (or
of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences, and privileges) per share
of Common Stock. Immediately upon the action of the Board directing the Company to
exchange the Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the number of shares of Common Stock (or one ten-thousandth
of a share of A-1 Preferred Stock or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences, and privileges) equal to
the number of Rights held by such holder multiplied by the exchange ratio.
Adjustments to Prevent Dilution; Fractional Shares
The Board may adjust the Purchase Price, the number of shares of A-1 Preferred Stock
or other securities or assets issuable upon exercise of a Right, and the number of
Rights outstanding to prevent dilution that may occur (a) in the event of a stock
dividend on, or a subdivision, combination, or reclassification of, the A-1 Preferred
Stock, (b) in the event of a stock dividend on, or a subdivision or combination of,
the Common Stock, (c) if holders of the A-1 Preferred Stock are granted certain rights,
options, or warrants to subscribe for A-1 Preferred Stock or convertible securities at
less than the current market price of the A-1 Preferred Stock, or (d) upon the distribution
to holders of the A-1 Preferred Stock of evidences of indebtedness or assets (excluding
regular periodic cash dividends) or of subscription rights or warrants (other than
those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to at least 1% of the Purchase Price. No fractional
shares of A-1 Preferred Stock will be issued (other than fractions that are integral
multiples of one one-thousandth of a share of A-1 Preferred Stock), and in lieu thereof,
an adjustment in cash may be made based on the market price of the A-1 Preferred Stock
on the last trading date prior to the date of exercise.
No Stockholder Rights Prior to Exercise; Tax Considerations
Until a Right is exercised, the holder thereof, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or to
receive dividends. While the distribution of the Rights will not be taxable to stockholders
or to the Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common shares of the acquiring company or in
the event of the redemption of the Rights as set forth above.
Amendment of Rights Agreement
The Company, by action of the Board, may supplement or amend any provision of the
Rights Agreement in any respect without the approval of any registered holder of Rights,
including, without limitation, in order to (a) cure any ambiguity, (b) correct or
supplement any provision contained in the Rights Agreement that may be defective or
inconsistent with other provisions of the Rights Agreement, (c) shorten or lengthen
any time period under the Rights Agreement, or (d) otherwise change, amend, or supplement
any provisions of the Rights Agreement in any manner that the Company deems necessary
or desirable; provided, however, that no supplement or amendment made after a person
becomes an Acquiring Person shall adversely affect the interests of the registered
holders of rights certificates (other than an Acquiring Person or any affiliated or
associated person of an Acquiring Person or certain of their transferees) or shall
cause the Rights Agreement to become amendable other than in accordance with the amendment
provision contained therein. Without limiting the foregoing, the Company may at any
time before any person becomes an Acquiring Person amend the Rights Agreements to
make provisions of the Rights Agreement inapplicable to a particular transaction by
which a person might otherwise become an Acquiring Person or to otherwise alter the
terms and conditions of the Rights Agreement as they may apply with respect to any
such transaction.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration Statement:
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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MULLEN AUTOMOTIVE INC. |
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|
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| Date: May 6, 2024 |
By: |
/s/ David Michery |
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|
David Michery |
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|
Chief Executive Officer |
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