Form 8-K - Current report
March 05 2024 - 5:00AM
Edgar (US Regulatory)
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2024-02-29
2024-02-29
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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): |
February 29, 2024 |
|
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 5.07. | Submission
of Matters to a Vote of Security Holders. |
Mullen
Automotive Inc. (the “Company”) held its 2024 annual meeting of stockholders on February 29, 2024 (the “Annual
Meeting”). As of January 12, 2024, the record date for the Annual Meeting (the “Record Date”), there were
issued and outstanding 5,884,693 shares of common stock, par value $0.001 per share (“Common Stock”), 648 shares of
series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”), and 1,211,757 shares of series
C preferred stock, par value $0.001 per share (“Series C Preferred Stock”), entitled to vote at the Annual Meeting.
There are no shares of series B preferred Stock outstanding and the shares of series D preferred stock were not entitled to vote on the
matters at the Annual Meeting. Holders of Series A Preferred Stock are entitled to one thousand (1,000) votes for each share of Series
A Preferred Stock. Holders of Series C Preferred Stock are entitled to one (1) vote for each share of Common Stock into which such Series
C Preferred Stock may be converted, which was 54 shares. A total of 2,105,340 shares of capital stock entitled to vote at the Annual
Meeting, representing 2,687,757 votes, were present, in person or by proxy, at the Annual Meeting, constituting a quorum pursuant to
the Company’s Amended and Restated Bylaws. A description of each matter voted upon at the Annual Meeting is described in detail
in the Proxy Statement, filed with the Securities and Exchange Commission on January 19, 2024. The final votes on the proposals presented
at the Annual Meeting are set forth below.
Proposal
1: To elect two Class III directors to serve for a three-year term ending as of the annual meeting in 2027. The affirmative vote
of a plurality of all of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting was necessary
for the election of each Class III director. Withheld votes and broker non-votes had no effect on the result of the vote. Each of the
nominees listed below has been elected to serve as a Class III director on the Board of Directors for a three-year term ending as of
the annual meeting in 2027 or until their respective successors are elected and qualify. The voting results were as follows:
Director
Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
William
Miltner |
|
1,154,691 |
|
277,705 |
|
1,255,361 |
John
Andersen |
|
1,150,721 |
|
281,675 |
|
1,255,361 |
Proposal
2: To ratify the appointment of RBSM LLP as the independent registered public accounting firm of the Company for the fiscal year
ending September 30, 2024. The ratification required the affirmative vote of a majority of the voting power of the outstanding shares
of Common Stock, Series A Preferred and Series C Preferred (voting on an as-converted to Common Stock basis), present in person or represented
by proxy and entitled to vote thereon, all voting together as a single class. Abstentions had the same effect as votes against the proposal.
The ratification was approved by a vote of stockholders as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
2,192,771 |
|
406,027 |
|
88,959 |
|
N/A |
Proposal
3: To approve the adjournment of the Annual Meeting from time to time, to a later date or dates, if necessary or appropriate,
under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals,
in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum. The proposal
required the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock, Series A Preferred and Series
C Preferred (voting on an as-converted to Common Stock basis), present in person or represented by proxy and entitled to vote thereon,
all voting together as a single class. Abstentions had the same effect as votes against the proposal. Broker non-votes had no effect
on the result of the vote. Since a quorum was established for the Annual Meeting and there were sufficient votes for approval of the
other proposals, this proposal was not presented at the Annual Meeting. However, the vote of stockholders was as follows:
Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
1,816,455 |
|
820,109 |
|
51,193 |
|
N/A |
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: March 5, 2024 |
By: |
/s/ David Michery |
|
|
David Michery |
|
|
Chief Executive Officer |
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