Exhibit 10.2
|
|
|
|
|
|
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 10, 2022 |
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 x
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 February 10, 2022, Mullen Automotive Inc. (the “Company”) entered into an amendment (the “Amendment”) to a securities purchase agreement with persons (the “Holders”) that previously purchased shares of Series C Preferred Stock and warrants to purchase shares of common stock (the “Warrants”). Pursuant to the Amendment, the terms of the Warrants were amended as follows: (i) each Holder irrevocably waived their anti-dilution rights and the adjustment of the exercise price and number of shares issuable upon exercise of the Warrants with regards to the issuance of dilutive additional shares of common stock; (ii) the exercise price per share of the Warrants was changed from $0.6877 to $8.834; and (iii) with regards to cashless exercise formular for the Warrants, (a) the exercise price for a cashless exercise was amended from the Closing Bid Price of the common stock as of two trading days prior to the time of exercise to the lower of the Closing Bid Prices of the common stock in the two days prior to the time of exercise, and (b) the definition of Black Scholes value was increased by $3.00 per Warrant. Furthermore, the Holders also irrevocably waived the anti-dilution rights and the adjustment of the conversion price and number of shares issuable upon conversion of Series C Preferred Stock with regards to the issuance of dilutive additional shares of common stock.
On February 23, 2022, the Company’s wholly-owned subsidiary entered into a Loan Commitment with NuBridge Commercial Lending for a loan amount of $5.0 million (the “Loan”) secured by property in Mississippi and a pledge of the equity of the subsidiary held by the Company. The Loan is for two years with an annual interest rate of 8.99%. The Loan provides for interest-only monthly payments with the unpaid principal amount and unpaid accrued interest due at the maturity date. The Company and David Michery, the Company’s CEO, are guarantors on the loan. In connection with the Loan, the Company is obligated to pay a 2% loan origination fee.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the Loan set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Form of Amendment to Convertible Preferred Security and Warrant dated as of February 10, 2022 | |
| 10.2 | Loan Commitment with NuBridge Commercial Lending executed February 23, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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: February 28, 2022 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT TO CONVERTIBLE PREFERRED SECURITY AND WARRANT
THIS AMENDMENT TO SECURIITES PURCHASE AGREEMENT is made and entered into effective February 10, 2022 by and among Mullen Automotive, Inc., as successor to Mullen Technologies, Inc. a California corporation (the “Company”), and ____________ (the “Holder”).
RECITALS:
A. The Company and Holders have entered into Securities Purchase Agreements during 2021 under which the Company sold Series C Convertible Preferred Stock and Warrants to the Holders (collectively, the Securities Purchase Agreements”).
B. The Company and the Holders desire to amend the Securities Purchase Agreements to change the terms as follows.
NOW, THEREFORE, for due and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Effective Immediately:
The Holders irrevocably and forever waive their rights under section 2 (c) and 2 (d) of the Warrant, and under section 4 (c) of the Series C Convertible Preferred.
For purposes of section 1 (b), Exercise Price, in the Warrant, the exercise price shall be modified from 0.6877 to $8.834.
In section 1 (d), Cashless Exercise, the definition of C= The Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01(as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein) shall be amended to
C= The lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01(as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein).
Under Section 16 (b) of the Warrant, the definition of Black Scholes Value shall be modified so that the Black Scholes Value shall be increased by $3.00 per Warrant. For example, if the calculations under Section 16 resulted in a value of $7.72, as a result of this Amendment the Black Scholes Value would be increased to $10.72.
2. Except as modified by this Amendment, all other terms and conditions in the Securities Purchase Agreement shall remain in full force and effect and this Amendment shall be governed by all provisions thereof.
3. This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.
4. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York.
COMPANY:
MULLEN AUTOMOTIVE, INC.
| By: | ||
| Name: | David Michery | |
| Title: | CEO |
HOLDER:
| By: | ||
| Name: | ||
| Title: |
Exhibit 10.2
|
|
|
|
|
|
