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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): |
December 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 7.01. | Regulation FD Disclosure. |
On December 8, 2023,
Mullen Automotive Inc. issued a press release announcing that it filed dismissal of short-selling litigation to focus on spoofing litigation.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished with this Item 7.01
and Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) 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: December 8, 2023 |
By: |
/s/ David Michery |
|
|
David Michery |
|
|
Chief Executive Officer |
Exhibit 99.1
Mullen Provides Securities Litigation Update
Mullen files new spoofing complaint against
several broker-dealers alleging a 2-year scheme to manipulate Company securities
BREA, Calif., Dec. 8, 2023 -- via IBN -- Mullen Automotive Inc.
(NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle manufacturer, in our continued effort
to provide transparency of the Company’s actions, and to avoid confusion to our public market shareholders, today announces that
it has filed a spoofing complaint on Dec. 6, 2023, in the United States District Court for the Southern District of New York alleging
that UBS Securities, LLC, IMC Financial Markets and Clear Street Markets, LLC engaged in a market manipulation scheme using spoofing
to manipulate the market price of Mullen shares (the “spoofing litigation”). The claim for the spoofing litigation is attached
to the Company’s Form 8-K filed with the Securities and Exchange Commission on Dec. 6, 2023. Spoofing claims based on
similar conduct have garnered judicial successes in recent years.
The Company believes that the spoofing litigation has exponentially
greater potential to recover damages based on the nature of the claims and the duration of the 2-year period when the spoofing is alleged
to have occurred. In connection with the decision to file the spoofing complaint, the Company has voluntarily dismissed the lawsuit originally
filed on Aug. 29, 2023, in the United States District Court for the Southern District of New York against certain broker-dealers,
alleging a scheme to manipulate the share price of the Company’s securities focusing on short-selling claims. That case covered
a limited period of three months and did not provide the Company with a sufficient opportunity to justify the cost that would be incurred
in pursing the claims in that litigation. The Company conducted a cost-benefit analysis of both cases and concluded that it would be a
prudent exercise of business judgement to pursue the larger spoofing litigation rather than the short-selling litigation.
“My focus continues to provide transparency and to protect the
long-term value for our Company and our stockholders. We believe that the spoofing litigation provides the best opportunity to sustain
our claims as well as recover damages based on the defendant’s market manipulation,” said David Michery, CEO and chairman
of Mullen Automotive.
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 Mullen will prevail in the lawsuit or the future performance of the Company stock. 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
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