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): | March 28, 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 ¨
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 2.02 | Results of Operations and Financial Condition. |
On March 28, 2022, Mullen Automotive Inc. (the “Company”) issued a press release reporting expected cash and cash equivalents for the quarter ended March 31, 2022. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 7.01 | Regulation FD Disclosure. |
On March 30, 2022, David Michery, the Company’s Chief Executive Officer, appeared on Benzinga, a YouTube news show. The interview with Mr. Michery, which starts at the 1.52 minute mark and ends at the 2.23 minute mark in the video, may be accessed on YouTube at https://www.youtube.com/watch?v=6GhU2X8pGXs. In his remarks, Mr. Michery stated that the Company is expected to have $65 million in “net” cash for the Company’s second-quarter ending March 31, 2022; the reference to “net” cash was inadvertent and is intended to refer to cash and cash equivalents as set forth in the press release dated March 28, 2022 and attached hereto as Exhibit 99.1.
The information furnished with this Item 7.01, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Current Report include but are not limited to:
| ● | We have incurred significant losses since inception and expect that we will continue to incur losses for the foreseeable future; | |
| ● | We have not yet manufactured or sold any production vehicles to customers and may never develop or manufacture any vehicles; | |
| ● | Our limited operating history makes it difficult for us to evaluate our future business prospects; | |
| ● | Our auditor has expressed substantial doubt about our ability to continue as a going concern; | |
| ● | We require substantial additional financing to effectuate our business plan; | |
| ● | Certain of our lenders and the Internal Revenue Service have liens on our assets; and | |
| ● | We have not paid and does not plan to pay cash dividends on our common stock, so any return on investment may be limited to the value of our common stock. | |
| ● | We have a substantial amount of debt; | |
| ● | We may not generate sufficient cash to service all of our debt or refinance our obligations; |
| ● | We may not be able to develop, manufacture and obtain regulatory approvals for a car of sufficient quality to appeal to customers on schedule or at all; | |
| ● | Our currently planned vehicles rely on lithium-ion battery cells, which have been observed to catch fire or vent smoke and flame, potentially subjecting us to litigation, recall, and redesign risks; | |
| ● | The efficiency of a battery’s use will decline over time, which may negatively influence customers’ decisions whether to purchase an electric vehicle; | |
| ● | We rely on our OEMs, suppliers and service providers for parts and components, any of whom could choose not to do business with us; | |
| ● | We will rely on complex machinery for its operations and production, which involve a significant degree of risk and uncertainty in operational performance and costs; | |
| ● | Complex software and technology systems need to be developed in coordination with vendors and suppliers, and there can be no assurance that such systems will be successfully developed; | |
| ● | We may experience significant delays in the design, manufacture, regulatory approval, launch and financing of its vehicles, which could harm our business and prospects; | |
| ● | The inability of our suppliers, including single or limited source suppliers, to deliver components in a timely manner or at acceptable prices or volumes could have a material adverse effect on our business and prospects; | |
| ● | Financial distress of our suppliers could necessitate that we provide substantial financial support, which could increase our costs, affect our liquidity or cause production disruptions; | |
| ● | We have a limited operating history and face significant challenges as a new entrant into the automotive industry; | |
| ● | We have a history of losses and expect to incur significant expenses and continuing losses for the foreseeable future, casting doubt on our ability to continue as a going concern; | |
| ● | Our business model is untested and it may fail to commercialize our strategic plans; | |
| ● | Our operating and financial results forecast relies on assumptions and analyses we developed and may prove to be incorrect; | |
| ● | We may be unable to accurately estimate the supply and demand for our vehicles; | |
| ● | Increased costs or disruptions in supply of raw materials or other components could occur; | |
| ● | Our vehicles may fail to perform as expected; | |
| ● | Our services may not be generally accepted by our users; | |
| ● | The automotive market is highly competitive; | |
| ● | The automotive industry is rapidly evolving and demand for our vehicles may be adversely affected; | |
| ● | We may be subject to risks associated with autonomous driving technology; | |
| ● | Our distribution model is different from the predominant current distribution model for auto manufacturers; | |
| ● | Our future growth is dependent on the demand for and consumers’ willingness to adopt electric vehicles; | |
| ● | Government and economic incentives could become unavailable, reduced or eliminated; | |
| ● | Our failure to manage our future growth effectively; | |
| ● | We may establish insufficient warranty reserves to cover future warranty claims; | |
| ● | We may not succeed in establishing, maintaining and strengthening our brand; | |
| ● | We initially will be dependent upon revenue generated from a single model; | |
| ● | Doing business internationally may expose us to operational and financial and political risks; | |
| ● | We are highly dependent on the services of David Michery, our Chief Executive Officer; | |
| ● | Our business may be adversely affected by labor and union activities; | |
| ● | We faces risks related to health epidemics, including the recent COVID-19 pandemic; | |
| ● | Reservations for our vehicles are cancellable; | |
| ● | We may face legal challenges relating to direct sales to customers; | |
| ● | We face information security and privacy concerns; | |
| ● | We may be forced to defend ourselves against alleged patent or trademark infringement claims and may be unable to prevent others from unauthorized use of our intellectual property; | |
| ● | Our patent applications may not issue as patents, the patents may expire, our patent applications may not be granted, and our rights may be contested; | |
| ● | We may be subject to damages resulting from trade secrets; | |
| ● | Our vehicles are subject to various safety standards and regulations that we may fail to comply with; |
| ● | We may be subject to product liability claims; | |
| ● | We are or will be subject to anti-corruption, bribery, money laundering, and financial and economic laws; | |
| ● | Risk of failure to improve our operational and financial systems to support expected growth; | |
| ● | Risk of failure to build our financial infrastructure and improve our accounting systems and controls; | |
| ● | Our management has limited experience in operating a public company; | |
| ● | The concentrated voting control of David Michery, Mullen’s founder; | |
| ● | The priority of the holders of our debt over the holders of our common stock in the event of liquidation, dissolution or winding up; | |
| ● | The number of shares of common stock underlying our outstanding warrants and preferred stock is significant in relation to our currently outstanding common stock; | |
| ● | The dearth of analyst coverage; and | |
| ● | other risks and uncertainties, including those listed under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year September 30, 2021. | |
These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, so you should not place undue reliance on our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 28, 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: March 30, 2022 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
Exhibit 99.1
Company expects to report in excess of $65M in cash and cash equivalents when it files Form 10Q for the second quarter ending March 31.
BREA, Calif., Mar. 28 2022– via InvestorWire – Mullen Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle (“EV”) manufacturer, announces today that it expects to report in excess of $65 million in cash and cash equivalents when it files Form 10Q for the Company’s second-quarter ending March 31, 2022.
“We’ve made tremendous progress in key areas over the past three months,” said David Michery, CEO and chairman of Mullen Automotive. “With the financing we received, we now have more than enough capital to execute on our commitments for 2022, including the start of the Mullen FIVE EV Crossover program and continued development on the Mullen ONE EV Cargo Van program. The Company's balance sheet is the strongest it has ever been in our history.”
On Nov. 5, 2021, Mullen began trading on the Nasdaq Capital Markets LLC (“Nasdaq”) under the new stock ticker symbol “MULN.” Since Mullen’s first quarter as a public company starting in Q4 ‘21, the Company has debuted two versions of the Mullen FIVE show cars and announced the purchase of a vehicle manufacturing facility in Tunica, Mississippi. As Q2 ‘22 draws to a close, Mullen is expecting to report over $65 million in cash and cash equivalents on hand for continued momentum and programs development.
Mullen has recently announced a string of key partnerships with hofer powertrain, Comau, ARRK, Dürr, and DSA Systems for EV powertrain, engineering, manufacturing, vehicle production systems, and Over the Air (OTA) and vehicle system diagnostics, respectively. The Company expects these strategic developments to play a crucial role in bringing the EVs to market with the latest technology and in the least amount of time.
Mullen’s EV development portfolio includes the Mullen FIVE EV Crossover, the Mullen ONE EV Fleet Vans, and the DragonFLY Sports Car. The FIVE is built on an EV crossover skateboard platform that offers multiple powertrain configurations and trim levels in a svelte design that is “Strikingly DifferentTM” and exciting to experience in person. The Mullen FIVE was also named “Top Zero Emission SUV” as part of the ZEVA® Awards at the Los Angeles International Auto Show in November 2021, where it made its debut. The Company has also recently filed over 120 patents in 24 countries related to the Mullen FIVE. The Mullen ONE, coming to market in Q2 2022, will be available in two classes of electric vans and will be designed, manufactured, and customized by Mullen at its Tunica, Mississippi, manufacturing facility. Learn more about Mullen’s EVs at MullenUSA.com.
About Mullen:
Mullen is a Southern California-based automotive company that owns and partners with several synergistic businesses working toward the unified goal of creating clean and scalable energy solutions. Mullen has evolved over the past decade in sync with consumers and technology trends. Today, the Company is working diligently to provide exciting EV options built entirely in the United States and made to fit perfectly into the American consumer’s life. Mullen strives to make EVs more accessible than ever by building an end-to-end ecosystem that takes care of all aspects of EV ownership. For more information, please visit www.MullenUSA.com.
Forward-Looking Statements
This press release contains "forward-looking statements." Words such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar expressions, as well as statements in the future tense, often signify forward-looking statements. These forward-looking statements include, without limitation, statements relating to the reverse merger, the Nasdaq approval process, and the proposed debut date of the Mullen FIVE (formerly MX-05) midsize crossover. These forward-looking statements are, by their nature, subject to significant risks and uncertainties.
Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information that the Company has when those statements are made or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements, including factors beyond the Company's control. As a result of these and other risks, uncertainties, and assumptions, forward-looking events and circumstances discussed herein might not occur in the way the Company expects or at all. Accordingly, readers should not place reliance on any forward-looking information or statements. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise. All forward-looking statements herein are qualified by reference to the cautionary statements set forth in this section.
Contact:
Mullen Automotive, Inc.
+1 (714) 613-1900
www.MullenUSA.com