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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): |
September 13, 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) |
| Rights to Purchase Series A-1 Junior Participating Preferred Stock |
|
None |
|
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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 16, 2024, Mullen Automotive
Inc. (the “Company”) received formal notice from the Listing Qualifications department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the closing bid price for the Company’s common stock,
par value $0.001 per share (the “Common Stock”), for the previous 30-consecutive business day period, the Company no
longer satisfied the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing
Rule 5550(a)(2) (the “Bid Price Rule”).
The Staff further indicated that, based upon the Company’s implementation of one or more reverse stock splits within the past two years at a cumulative ratio of 250 shares or more to one in contravention of Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company’s securities were subject to delisting unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before the Panel, which request will stay any further suspension or delisting action by Nasdaq at least pending the ultimate conclusion of the hearing process.
As previously announced and described in Item 5.03 below, effective with the open of the market on September 17, 2024, the Company implemented a reverse stock split at a ratio of 1-for-100 shares (the “Reverse Stock Split”), which resulted in a closing bid price of at least $1.00 per share for the four consecutive business day period ended September 20, 2024. In order to evidence full compliance with the Bid Price Rule, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10, but generally not more than 20, consecutive business days. If and when applicable, the Company will request the Staff’s issuance of a compliance determination and cancelation of the Panel hearing. There can be no assurance that the Staff will accede to the Company’s request or, in the event a hearing is required, that the Panel will grant the Company’s request for continued listing on Nasdaq.
|
Item 3.03 |
Material Modification To Rights of Security Holders. |
The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 9, 2024, the Company held a Special Meeting of Stockholders, which approved a proposal to authorize a reverse stock split of the Common Stock of the Company at a ratio within the range of 1-for-2 to 1-for-100, as determined by the Board of Directors of the Company (the “Board”).
The Board approved a one-for-one hundred (1-for-100) reverse stock split ratio and, on September 16, 2024, the Company filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split of its Common Stock. The Reverse Stock Split became effective on September 17, 2024 at 12:01 am Eastern Time (the “Effective Time”).
As a result of the Reverse Stock Split, at the Effective Time, every one hundred (100) shares of the Company’s pre-Reverse Stock Split Common Stock combined and automatically became one (1) share of Common Stock. The Company’s Common Stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened for trading on September 17, 2024. The Common Stock will continue to trade on the Nasdaq Stock Market under the existing symbol “MULN”, but with a new CUSIP number of 62526P505. 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-100 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. Furthermore, pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended, shares of Common Stock available for issuance are not subject to adjustment 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 connection with the Reverse Stock Split.
The foregoing description is qualified in its entirety by the full text of the 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 September 13, 2024, the Company issued a press release regarding the Reverse Stock Split. The press release is attached as Exhibit 99.1 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-1
(File No. 333-281994, 333-281063,
333-280464 and 333-279565)
and registration statements on Form S-8 (File No. 333-276539,
333-274113, 333-267417
and 333-266787) on file with the
Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate by reference future
filings made with the SEC 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-1 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 |
(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: September 20, 2024 |
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, May 3, 2023, August 11, 2023, December 20, 2023, May 1, 2024 and May 31, 2024 (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”, Four Hundred Thirty-Seven Million Five Hundred Thousand One (437,500,001) shares
are designated as “Series D Preferred Stock” and Seventy Six Thousand Nine Hundred Fifty (76,950) shares are designated as “Series E Preferred Stock.”
(II) Reverse Stock Split. Upon the effectiveness of the certificate of amendment first
inserting this paragraph (II) (the “Effective Time”), each two (2) to one hundred (100) shares of Common Stock outstanding immediately
prior to the Effective Time shall be automatically combined into one (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 (2) to one hundred (100) 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 September 5, 2024, the Board of Directors of the Corporation determined that each one hundred (100) 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 September 13, 2024.
FIFTH: This certificate of amendment shall become effective at 12:01 a.m. (local time in Wilmington, Delaware) on September 17, 2024.
[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 16th day of September, 2024, and the foregoing facts stated herein are true and correct.
| |
By |
/s/ David Michery |
| |
|
Name: |
David Michery |
| |
|
Title: |
Chief Executive Officer, President
Chairman of the Board |
Exhibit 99.1
Mullen Automotive Inc. Announces Reverse Stock Split
Effective Sept. 17, 2024
BREA, Calif., Sept. 13, 2024 -- via IBN -- Mullen Automotive Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an electric vehicle (“EV”) 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 Sept. 17, 2024, at 12:01 a.m. Eastern Time. The 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 Sept. 17, 2024. The new CUSIP number for the Common Stock following the Reverse Stock Split will be 62526P505.
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.
At the Company’s Special Meeting of Stockholders held on Sept. 9, 2024, 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 Sept. 17, 2024.
The 1-for-100 Reverse Stock Split will automatically combine and convert 100 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 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 connection with the Reverse Stock Split.
About Mullen
Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company
building the next generation of commercial EVs with two United States-based vehicle plants located in Tunica, Mississippi, (120,000
square feet) and Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen began commercial vehicle production in Tunica. In September 2023, Mullen received IRS approval for federal EV tax credits on its commercial vehicles
with a Qualified Manufacturer designation that offers eligible customers up to $7,500
per vehicle. As of January 2024, both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a Class 3 EV cab
chassis truck, are California Air Resource Board (“CARB”) and EPA certified and available
for sale in the U.S. CARB issued HVIP approval on the Mullen THREE, Class 3 EV truck,
providing up to a $45,000 cash voucher at time of vehicle purchase. The Company has
also recently expanded its commercial dealer network with the addition of Pritchard
EV, National Auto Fleet Group, Ziegler Truck Group, Range Truck Group and Eco Auto,
providing sales and service coverage in key Midwest, West Coast and Pacific Northwest
and New England markets. The Company also recently announced Foreign Trade Zone (“FTZ”)
status approval for its Tunica, Mississippi, commercial vehicle manufacturing center.
FTZ approval provides a number of benefits, including deferment of duties owed and
elimination of duties on exported vehicles.
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 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; (xi) the vehicles developed will perform as expected and (xii) 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 because 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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dei:edgarExchangeCodeItemType |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
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| Period Type: |
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- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
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dei_ |
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| Period Type: |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
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| Data Type: |
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| Period Type: |
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- Details
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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| X |
- Details
| Name: |
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| Namespace Prefix: |
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Mullen Automotive (NASDAQ:MULN)
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Mullen Automotive (NASDAQ:MULN)
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From Oct 2023 to Oct 2024
