0001499961 false 0001499961 2022-03-25 2022-03-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): March 25, 2022  




(Exact name of registrant as specified in its charter)


Delaware 001-34887 86-3289406
(State or other jurisdiction of
(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 3.02Unregistered Sales of Equity Securities


On March 25, 2022, Mullen Automotive Inc. (the “Company”) issued 4,969,357 shares of Series C Preferred Stock. par value $0.001 per share (“Series C Preferred Stock”), and warrants (the “Warrants”) to purchase 17,111,236 shares of common stock, par value $0.001 per share (“Common Stock”), for an aggregate purchase price of approximately $43.9 million. Each share of Series C Preferred Stock is currently convertible into Common Stock on a 1:1 basis and is subject to adjustment as set forth in the Company’s Second Amended and Restated Certificate of Incorporation. The Warrants have an exercise price of $8.84 per share, subject to adjustment, are currently exercisable and have a term of five years from the date of issuance. Currently, 17,111,236 shares of Common Stock are issuable under the Warrants, subject to adjustment pursuant to the terms of the Warrants. No underwriting discounts or commissions were paid with respect to the issuance of the securities. The issuance of the shares of Series C Preferred Stock and Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.







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.


Date: March 31, 2022 By: /s/ David Michery
    David Michery
    Chief Executive Officer