Current Report Filing (8-k)
September 23 2022 - 04:12PM
Edgar (US Regulatory)
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2022-09-19 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
19, 2022 (September
19, 2022) |
|
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) |
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.
☐
As previously disclosed, on June 23, 2022, a putative class action
complaint was filed in Delaware Chancery Court by Ram Hari Khadka,
a stockholder, against Mullen Automotive Inc. (the “Company”) and
its current directors, as defendants (the “Action”). The complaint
alleged breaches of fiduciary duty against the defendants based on
alleged disclosure deficiencies in the definitive proxy statement
(the “Proxy Statement”) filed by the Company on June 10, 2022,
relative to the vote at the Company’s 2022 Annual Meeting of
Stockholders that was to be held on July 26, 2022 (the “2022
Stockholder Meeting”) seeking stockholder approval of issuance of
shares under the Performance Stock Award Agreement (the “CEO
Performance Award”) granted to David Michery, the Company’s chief
executive officer, president and chairman of the board of
directors. The complaint sought various remedies, including a
preliminary injunction seeking to enjoin the vote at the 2022
Stockholder Meeting to approve the issuance of shares for the CEO
Performance Award.
As previously disclosed, the Company filed a supplement to the
Proxy Statement on July 13, 2022 (the “Proxy Supplement”)
addressing the alleged disclosure claims to moot plaintiff’s claims
in the Action. On August 5, 2022, the Chancery Court approved a
stipulation under which the plaintiff voluntarily dismissed the
Action with prejudice as to itself only, but without prejudice as
to any other putative class member. The Chancery Court retained
jurisdiction solely for the purpose of adjudicating the anticipated
application of plaintiff’s counsel for an award of attorneys’ fees
and reimbursement of expenses in connection with the supplemental
disclosures included in the Proxy Supplement.
The Company subsequently agreed to pay $995,000.00 to plaintiff’s
counsel for attorneys’ fees and expenses in full satisfaction of
the claim for attorneys’ fees and expenses in the Action. The
Chancery Court has not been asked to review, and will pass no
judgment on, the payment of the attorneys’ fees and expenses or
their reasonableness.”
|
Item
9.01. |
Financial
Statements and Exhibits |
(d) Exhibits.
Exhibit
No. |
|
Description |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL
document). |
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:
September 23, 2022 |
By: |
/s/
David Michery |
|
|
David
Michery |
|
|
Chief
Executive Officer |
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