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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 8, 2023 |
|
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. ☐
| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K,
the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 10, 2023, Mullen Automotive Inc.
(the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated
Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of
the State of Delaware to effect a one-for-nine (1-for-9) reverse stock split (the “Reverse Stock Split”) of its common
stock, par value $0.001 (the “Common Stock”). The Reverse Stock Split was effective on August 11, 2023 at 12:01
am Eastern Time (the “Effective Time”).
At the Company’s 2023 annual meeting of stockholders
held on August 3, 2023 (the “Annual Meeting”), the stockholders approved a proposal to authorize a reverse stock
split of the Company’s Common Stock, at a ratio within the range of 1-for-2 to 1-for-100, and subsequent to the Annual Meeting,
the Company’s board of directors approved a 1-for-9 reverse split ratio.
As a result of the Reverse Stock Split, at the
Effective Time, every nine (9) shares of the Company’s pre-Reverse Stock Split Common Stock was combined and automatically
became one (1) share of Common Stock. The Company’s post-Reverse Stock Split Common Stock began trading on August 11,
2023 with a new CUSIP number of 62526P307. The Reverse Stock Split did not change the authorized number of shares or the par value of
the Common Stock nor modify any voting rights of the Common Stock.
Also, at the Effective Time, the number of shares
of Common Stock issuable upon exercise of warrants, preferred stock, and other convertible securities, as well as any commitments to issue
securities, that provide for adjustments in the event of a reverse stock split will be appropriately adjusted pursuant to their applicable
terms for the Reverse Stock Split. If applicable, the conversion price for each outstanding share of preferred stock and the exercise
price for each outstanding warrant will be increased, pursuant to their terms, in inverse proportion to the 1-for-9 split ratio such that
upon conversion or exercise, the aggregate conversion price for conversion of preferred stock and the aggregate exercise price payable
by the warrant holder to the Company for shares of Common Stock subject to such warrant will remain approximately the same as the aggregate
conversion or exercise price, as applicable, prior to the Reverse Stock Split. Accordingly, after the Effective Time, the as-adjusted
conversion ratio or price of the outstanding shares of preferred stock is as follows: (a) each share of Series A Preferred Stock
is convertible into 0.44 shares of Common Stock, (b) the conversion price for each share of Series C Preferred Stock is $1,987.65,
and (c) the conversion price for each share of Series D Preferred Stock is $98.55. There are no outstanding shares of Series B
Preferred Stock. Pursuant to the terms of the amendment to the Company’s 2022 Equity Incentive Plan, which was approved by the stockholders
at the Company’s annual meeting held on August 3, 2023, the additional 52 million shares of Common Stock available for grant
under the 2022 Equity Incentive Plan will not be adjusted as a result of the Reverse Stock Split. There are currently no outstanding stock
options.
No fractional shares will be issued in connection
with the Reverse Stock Split. All shares of Common Stock that are held by a stockholder will be aggregated subsequent to the Reverse Stock
Split and each fractional share resulting from such aggregation held by a stockholder will be rounded up to the next whole share.
Our transfer agent, Continental Stock Transfer &
Trust Company, is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s
Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares
via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject
to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split.
The foregoing description is qualified in its entirety
by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On August 8, 2023, the
Company issued a press release announcing the Reverse Stock Split ratio and information about the stock buyback program. The press release
is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
On August 10, 2023, the
Company issued a press release announcing that it had filed the Amendment with the Secretary of State of the State of Delaware and other
matters related to the Reverse Stock Split. The press release is attached as Exhibit 99.2 hereto and is hereby incorporated herein
by reference.
The information in this
Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
The information provided in Item 5.03 is hereby
incorporated by reference.
The Company has registration statements on Form S-3
(File No. 333-269766, 333-268497, 333-267913, 333-267502, 333-266583, 333-263880, and 333-262093) and registration statements on
Form S-8 (File No. 333-267417 and 333-266787) on file with the Securities and Exchange Commission (the “Commission”).
Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3
or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration
statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated
by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under
the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of
the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.
| Item 9.01 | Financial Statements and Exhibits |
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 11, 2023 |
By: |
/s/ David Michery |
|
|
David Michery |
|
|
Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MULLEN AUTOMOTIVE INC.
(a Delaware corporation)
MULLEN AUTOMOTIVE INC., a
corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
FIRST: The
name of the Corporation is Mullen Automotive Inc. The original Certificate of Incorporation of the Corporation was filed on October 2,
2012. The Second Amended and Restated Certificate of Incorporation of the Corporation was filed on November 5, 2021 and amended on
March 8, 2022, July 26, 2022, September 19, 2022, October 17, 2022, November 14, 2022, January 30, 2023
and May 3, 2023 (collectively, the "Current Certificate").
SECOND: Pursuant
to Section 242(b) of the Delaware General Corporation Law (the "DGCL") the Board of Directors of the Corporation
has duly adopted, and the outstanding stock entitled to vote thereon, have approved the amendments to the Current Certificate set forth
in this Certificate of Amendment.
THIRD: Pursuant
to Section 242 of the DGCL, Section A of Article III of the Current Certificate is hereby amended and restated as follows:
A. (I)
Classes of Stock. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock and
preferred stock. The total number of shares that this Corporation is authorized to issue is Five Billion Five Hundred Million (5,500,000,000).
The total number of shares of common stock authorized to be issued is Five Billion (5,000,000,000), par value $0.001 per share (the "Common
Stock"). The total number of shares of preferred stock authorized to be issued is Five Hundred Million (500,000,000), par value
$0.001 per share (the "Preferred Stock"), of which Two Hundred Thousand (200,000) shares are designated as "Series A
Preferred Stock", Twelve Million (12,000,000) shares are designated as "Series B Preferred Stock", Forty Million (40,000,000)
shares are designated as "Series C Preferred Stock", and Four Hundred Thirty-Seven Million Five Hundred Thousand One (437,500,001)
shares are designated as "Series D Preferred Stock."
(II) Reverse Stock
Split. Upon the effectiveness of the certificate of amendment first inserting this paragraph (II) (the "Effective Time"),
each nine (9) shares of Common Stock outstanding immediately prior to the Effective Time shall be automatically combined into (1) outstanding
share of Common Stock of the Corporation, without any further action by the Corporation or the holder thereof, the exact ratio within
the two to one-hundred range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced
by the Corporation. Each certificate that immediately prior to the Effective Time represented shares of Common Stock ("Old Certificates")
shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate
shall have been combined, subject to any elimination of fractional share interests.
FOURTH: On
August 7, 2023, the Board of Directors of the Corporation determined that each nine shares of the Corporation’s Common Stock,
par value $0.001 per share, outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly
issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share. The Corporation publicly announced this ratio
on August 10, 2023.
FIFTH: This
certificate of amendment shall become effective at 12:01 a.m. (local time in Wilmington, Delaware) on August 11, 2023.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Amendment to be signed by its duly authorized officer this 10th day of August, 2023, and the foregoing facts stated
herein are true and correct.
| By: | /s/ David Michery |
| Name: | David Michery |
| Title: | Chief Executive Officer, President and Chairman of the Board |
Exhibit 99.1
Mullen Announces a 1 for 9 Reverse Split
Company to begin repurchasing stock up to
$25 million through stock buyback program
BREA, Calif., Aug. 08, 2023 (GLOBE NEWSWIRE) -- via IBN -- Mullen
Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle
(“EV”) manufacturer, today announces a 1 for 9 reverse split. The Company intends to begin repurchasing up to $25 million
in shares through a stock buyback program after the filing of its 10-Q and upon expiration of its blackout period.
“We believe the Company is highly undervalued and the stock buyback
program represents a compelling use of our capital, reflecting confidence in our business," said David Michery, CEO and chairman
of Mullen Automotive.
NASDAQ Listing Rule 5810(c)(3)(H) states that, “If
a Company fails to meet the [Minimum Bid Price requirement], compliance is generally achieved by meeting the requirement for a minimum
of ten consecutive business days. However, Staff may, in its discretion, require a Company to [maintain a bid price of at least
$1.00 per share] for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days,
before determining that the Company has demonstrated an ability to maintain long-term compliance. In determining whether to require a
Company to meet the [minimum $1.00 bid price standard] beyond ten business days, Staff will consider the following four factors: (i) margin
of compliance (the amount by which the [bid price is above the $1.00 minimum standard]); (ii) trading volume (a lack of trading
volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the Market Maker montage
(the number of Market Makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is
it up or down).” For further information, please visit NASDAQ.com
About Mullen
Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of electric vehicles
(“EVs”) that will be manufactured in its two United States-based assembly plants. Mullen’s EV development portfolio
includes the Mullen FIVE EV Crossover, Mullen-GO Commercial Urban Delivery EV, Mullen Commercial Class 1-3 EVs and Bollinger Motors,
which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. On Sept. 7, 2022, Bollinger Motors became
a majority-owned EV truck company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on the acquisition of Electric Last Mile
Solutions’ (“ELMS”) assets, including all IP and a 650,000-square-foot plant in Mishawaka, Indiana.
To learn more about the Company, visit www.MullenUSA.com.
Forward-Looking Statements
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A
of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical
fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,”
“should,” “expect,” “expected,” “plans,” “intend,” “anticipate,”
“believe,” “estimate,” “predict,” “potential” and similar expressions are intended to
identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside
the control of Mullen and are difficult to predict. Examples of such risks and uncertainties include but are not limited to whether the
reverse split will bring the Company back to compliance with Nasdaq’s minimum bid requirement and what impact, if any, the Company
buyback program will have. Additional factors that could cause actual results to differ materially from those expressed or implied in
the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K filed by Mullen with the Securities and Exchange Commission. Mullen anticipates that subsequent events
and developments may cause its plans, intentions and expectations to change. Mullen assumes no obligation, and it specifically disclaims
any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon
as representing Mullen’s plans and expectations as of any subsequent date.
Contact:
Mullen Automotive, Inc.
+1 (714) 613-1900
www.MullenUSA.com
Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com
Exhibit 99.2
![](https://www.sec.gov/Archives/edgar/data/1499961/000110465923089986/tm2323403d1_ex99-1img001.jpg)
Mullen Automotive Inc. Announces 1-for-9 Reverse
Stock Split effective August 11, 2023
BREA, Calif., August 10, 2023 -- via InvestorWire -- Mullen
Automotive Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle manufacturer,
announced today that it will effect a 1-for-9 reverse stock split (“Reverse Stock Split”) of its common stock, par value
$0.001 per share (“Common Stock”), that will become effective on August 11, 2023, at 12:01 a.m., Eastern Time. Mullen’s
Common Stock will continue to trade on The Nasdaq Capital Market (“Nasdaq”) under the existing symbol “MULN”
and will begin trading on a split-adjusted basis when the market opens on August 11, 2023. The new CUSIP number for the Common Stock
following the Reverse Stock Split will be 62526P 307.
At the Company’s 2023 Annual Meeting of Stockholders held on
August 3, 2023, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common
Stock, at a ratio within the range of 1-for-2 to 1-for-100. The Company’s board of directors approved a 1-for-9 reverse split ratio,
and on August 7, 2023, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation
to effect the Reverse Stock Split effective August 11, 2023.
The Reverse Stock Split is primarily intended to bring the Company
into compliance with the $1.00 minimum bid price requirement for maintaining its listing on Nasdaq. There is no guarantee the Company
will meet the minimum bid price requirement.
The 1-for-9 reverse stock split will automatically combine and convert
nine current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments
also will be made to outstanding equity awards, warrants and convertible notes, and certain existing agreements. The Reverse Stock Split
will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series
of preferred stock.
No fractional shares will be issued in connection with the Reverse
Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders
uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the
rounding of shares to the nearest whole share in lieu of issuing fractional shares).
The Company’s transfer agent, Continental Stock Transfer &
Trust Company, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s
Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning
shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split,
subject to such broker’s particular processes, and will not be required to take any action in connect with the Reverse Stock Split.
About Mullen
Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive
company building the next generation of electric vehicles (“EVs”) that will be manufactured in its two United States-based
assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen-GO Commercial Urban Delivery EV, Mullen
Commercial Class 1 -3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial
offerings. On Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck company of Mullen Automotive, and on Dec. 1, 2022,
Mullen closed on the acquisition of all of Electric Last Mile Solutions' (“ELMS”) assets, including all IP and a 650,000-square-foot
plant in Mishawaka, Indiana.
To learn more about the Company, visit www.MullenUSA.com.
Forward-Looking Statements
Certain statements in this press release that are not historical facts
are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements
contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue,"
"will," "may," "could," "should," "expect," "expected," "plans,"
"intend," "anticipate," "believe," "estimate," "predict," "potential" and
similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks
and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements,
many of which are generally outside the control of Mullen and are difficult to predict. Examples of such risks and uncertainties include
but are not limited to how Mullen’s stock will perform after the Reverse Stock Split, Mullen’s ability to timely implement
the Reverse Stock Split, the success of the Reverse Stock Split, and Mullen’s ability to regain compliance with the Nasdaq Listing
standards. Additional examples of such risks and uncertainties include but are not limited to: (i) Mullen’s ability (or inability)
to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Mullen's ability to maintain existing,
and secure additional, contracts with manufacturers, parts and other service providers relating to its business; (iii) Mullen’s
ability to successfully expand in existing markets and enter new markets; (iv) Mullen’s ability to successfully manage and
integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual
or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects
of increased competition on Mullen’s business; (viii) changes in government licensing and regulation that may adversely affect
Mullen’s business; (ix) the risk that changes in consumer behavior could adversely affect Mullen’s business; (x) Mullen’s
ability to protect its intellectual property; and (xi) local, industry and general business and economic conditions. Additional
factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be
found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed
by Mullen with the Securities and Exchange Commission. Mullen anticipates that subsequent events and developments may cause its plans,
intentions and expectations to change. Mullen assumes no obligation, and it specifically disclaims any intention or obligation, to update
any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Mullen’s plans
and expectations as of any subsequent date.
Contact:
Mullen Automotive Inc.
+1 (714) 613-1900
www.MullenUSA.com
Wire Service Contact:
InvestorWire (IW)
Los Angeles, California
www.InvestorWire.com
212.418.1217 Office
Editor@InvestorWire.com
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