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): | June 12, 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 1.01. | Entry into a Material Definitive Agreement. |
On June 12, 2023, Mullen Automotive Inc. (the “Company”) entered into a Letter Agreement (the “Letter Agreement”) in connection with the Company’s existing securities purchase agreement dated as of June 7, 2022 and amended on June 23, 2022, September 19, 2022, November 15, 2022, and April 3, 2023 (the “Securities Purchase Agreement”). The terms of the Securities Purchase Agreement, including the terms of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) and warrants (the “Warrants”), were previously reported in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 10, 2022.
Pursuant to the Letter Agreement, the Company and each of the buyers that are parties to the Securities Purchase Agreement agreed that in lieu of the issuance and delivery by the Company of 104,166,662 shares of Series D Preferred Stock, upon receipt of $45 million of the commitment amount under the Securities Purchase Agreement, the Company will issue 54,700,517 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) and pre-funded warrants exercisable for 49,466,145 shares of Common Stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The Pre-funded Warrants may not be exercised to the extent that the holder and its affiliates would own more than 9.99% of the outstanding shares of Common Stock immediately after exercise. The Company also issued to warrants exercisable for 192,708,321 shares of Common Stock (the “Warrants”). The Warrants have an exercise price of $0.4320 per share.
The foregoing summary of the Letter Agreement and the Pre-Funded Warrants do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Letter Agreement and the Pre-Funded Warrant, which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and are incorporated herein by reference. A description of the terms of the Warrants and a form of Warrant can be found in the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2022.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth under Item 1.01 regarding the issuance of Common Stock, Pre-Funded Warrants and Warrants pursuant to the Securities Purchase Agreement, as amended by the Letter Agreement, is incorporated by reference into this Item 3.02. Such Common Stock, Pre-Funded Warrants and Warrants will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
On June 12, 2023, the Company filed with the SEC a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated February 14, 2023, which was included in the registration statement on Form S-3 (Registration No. 333-269766) filed with the SEC on February 14, 2023. The Prospectus Supplement relates to the registration of 585,937,467 shares of Common Stock, including shares of Common Stock issuable upon exercise of Pre-Funded Warrants and Warrants issued to certain selling stockholders identified in the Prospectus Supplement in connection with the Securities Purchase Agreement, as further amended by the Letter Agreement.
An opinion of the Company’s counsel, McDermott Will & Emery LLP, regarding the legality of the Common Stock covered by the Prospectus Supplement described above is filed as Exhibit 5.1 hereto.
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: June 12, 2023 | By: | /s/ David Michery |
| | | David Michery |
| | | Chief Executive Officer |
