Mullen Automotive Inc. Announces 1-for-100 Reverse Stock Split Effective December 21, 2023
December 19 2023 - 11:45AM
via IBN -- Mullen Automotive Inc. (NASDAQ: MULN) (“Mullen” or the
“Company”), an emerging electric vehicle manufacturer, announced
today that it will effect a 1-for-100 reverse stock split (“Reverse
Stock Split”) of its common stock, par value $0.001 per share
(“Common Stock”), that will become effective on December 21, 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 December 21, 2023. The new CUSIP number for the
Common Stock following the Reverse Stock Split will be 62526P 406.
At the Company’s 2023 Special Meeting of Stockholders held on
December 15, 2023, and reconvened on December 18, 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-100 reverse split ratio, and the Company will file
a Certificate of Amendment to its Second Amended and Restated
Certificate of Incorporation to effect the Reverse Stock Split
effective December 21, 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-100 reverse stock split will automatically combine and
convert one hundred current shares of the Company’s Common Stock
into one issued and outstanding share of Common Stock. Proportional
adjustments may be made to outstanding equity awards, warrants and
convertible notes, and certain existing agreements pursuant to
their terms; however, pursuant to the terms of the Company’s 2022
Equity Incentive Plan, as amended, the number of shares then
reserved for issuance under such plan will not be adjusted based
upon the Reverse Stock Split ratio. Proportionate adjustments will
also be made to the per share conversion price of the Company’s
series of preferred stock, pursuant to their respective terms. 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 MullenMullen 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 StatementsCertain 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)
613-1900www.MullenUSA.com
Corporate Communications:InvestorBrandNetwork
(IBN)Los Angeles,
Californiawww.InvestorBrandNetwork.com310.299.1717
OfficeEditor@InvestorBrandNetwork.com
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