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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): |
July 11, 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 7.01. Other Events.
Mullen Automotive, Inc.
(the “Company”) announced on July 11, 2022 that it signed a binding agreement (the “Agreement”) with DelPack
Logistics, LLC (“DPL”), an Amazon Delivery Service Partner, for DPL to purchase up to 600 Mullen Class 2 EV cargo vans
over the next 18 months.
Conditions to the binding
agreement between Mullen and DPL include the following:
| • | DPL will place a purchase order for up to 600 Mullen Class 2 Electric Cargo Vans over the next 18
months |
| • | The 600 Class 2 EV Cargo Vans will be fully homologated for the United States |
| • | The first 300 fully homologated for the United States Mullen Class 2 EV Cargo Vans can be delivered
to DPL by Nov. 30, 2022, at the request of DPL |
All Mullen Class 2
Electric Cargo Vans will be equipped with all airbags as required by United States standards and a cabin comfort package, including adjustable
seats, cup holders, an infotainment system, and comfortable passenger seat. In addition, the Mullen Class 2 Electric Cargo Vans will
carry a minimum of an 80 kilowatt per hour battery pack.
The foregoing description
of the Agreement is qualified, in its entirety, by reference to the Agreement, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
On July 11, 2022,
the Company issued a press release announcing the entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.2
and the information therein is incorporated herein by reference.
The information contained in this Item 7.01 and in
the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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: July 13, 2022 |
By: |
/s/ David Michery |
| |
|
David Michery |
| |
|
Chief Executive Officer |
Exhibit 99.1
BINDING AGREEMENT BETWEEN
MULLEN AUTOMOTIVE, INC. AND DELPACK LOGISTICS
LLC
This binding agreement (“Agreement”)
is intended to facilitate an agreement between Mullen Automotive, Inc. (“Mullen”) and Delpack Logistics LLC (“DPL”)
for the development, delivery, and purchase of Mullen Class One Electric Cargo Vans per DPL’s specifications and requirements.
Whereas Mullen is an established
electrical vehicle manufacturer with offices in California and an assembly facility in Tunica, Mississippi.
Whereas DPL is an Amazon
Delivery Services Provider with offices in Indiana.
| A. | Following the execution of this Agreement, Mullen shall provide DPL with pilot vehicles for DPL to examine,
drive, and/or test as required and/or deemed necessary by DPL. |
| B. | DPL will provide Mullen with any and all comments and/or suggestions, if any, (i.e. specifications, requirements,
costing, etc.) and Mullen will modify the vehicles, if necessary per DLP’s specifications. DPL will place a purchase order
for up to 600 Mullen Class One Electric Cargo Vans over the next eighteen (18) months. |
| C. | Mullen and DPL will negotiate the terms and conditions of said purchase order of the Mullen Class One
Electric Cargo Vans, which will include a one-time special purchase price of $35,000.00 for the first 600 Mullen Class One Electric
Cargo Vans, which will be fully homologated for the United States. |
| D. | The first 300 fully homologated for the United States Mullen Class One Electric Cargo Vans can be
delivered to DPL by November 30, 2022 at the request of DPL. |
| E. | All Mullen Class One Electric Cargo Vans will be equipped with all airbags as required by United
States standards and a cabin comfort package, including adjustable seats, cup holders, an infotainment system, and comfortable passenger
seat. In addition, the Mullen Class One Electric Cargo Vans will carry an 80 kilowatt per hour battery pack. |
BINDING AGREEMENT BETWEEN
MULLEN AUTOMOTIVE, INC. AND DELPACK LOGISTICS
LLC
Mullen and DPL acknowledge
and agree that the terms set forth in this Agreement, and any amendments, exhibits, if applicable, constitute “Confidential”
and “Proprietary” information, and shall not be used, published, revealed, disclosed, directly or indirectly, to any other
party without the written the consent of the party disclosing such information. The parties further acknowledge and agree that neither
party shall disclose any “Confidential Information” received from the other during the course of its negotiations, without
the prior written consent of the disclosing party. The term “Confidential Information” shall mean all information, data, and
experience whether of a technical, engineering, operational, or economic nature obtained from a disclosing party, relating to the disclosing
party’s business and may include, without limitation, a disclosing party’s information relating to its research and development,
products, marketing plans or techniques, client lists, and any scientific or technical information, design, process, procedure, formula
or know-how (whether or not patentable), financial data and employee information. Each receiving party understands that a violation of
the obligations contained herein will cause irreparable injury to the disclosing party, and that money damages are not sufficient to compensate
the disclosing party. Accordingly, each receiving party acknowledges and agrees that the disclosing party has the right to obtain injunctive
relief, without the necessity of posting a bond, to prevent the actual or threatened breach of the obligation set forth hereinabove, and
that this right is in addition to any other rights or remedies available to the disclosing party at law or at equity. For the purpose
of this paragraph Confidential Information shall not include any information that was: (a) developed by the receiving party independently
of the disclosing party’s Confidential Information as supported by the receiving party’s written record; (b) rightfully
obtained without restriction by the receiving party from a third party; (c) publicly available other than through the fault or negligence
of the receiving party; (d) disclosed to third parties without restriction by the disclosing party supported by the receiving party’s
written records; (e) known to the receiving party at the time of its disclosure as supported by the receiving party’s written
records; or (f) compelled to be disclosed by a government body or court with appropriate authority or jurisdiction requiring disclosure
of the Confidential Information.
The validity of said proposed
agreement is subject and conditioned upon the parties agreeing upon and reducing to writing all terms and conditions necessary and incidental
to the validity of said proposed agreement.
This Agreement shall be accepted
and agreed to on or before July 8, 2022, or it shall automatically terminate. Once executed, this Agreement shall remain in effect
until the execution of a definitive agreement as contemplated by the parties. Notwithstanding the preceding, the binding provisions of
this Agreement, Confidentiality, Severability, Assignment, and Governing Law shall survive the expiration of termination of this Agreement.
This Agreement shall be governed
by and construed in accordance with the internal laws of the State of California without giving regard to any applicable conflicts of
law and principals. Any dispute hereunder shall be litigated exclusively in a court of competent jurisdiction located in the State of
California.
This Agreement may be executed
in counterparts, including by facsimile, each of which shall be deemed an original, but all of which together shall constitute one agreement.
BINDING AGREEMENT BETWEEN
MULLEN AUTOMOTIVE, INC. AND DELPACK LOGISTICS
LLC
In the event any provision
of this Agreement is found to be illegal, invalid, or unenforceable, such provision shall be severed from this Agreement, and will not
affect the legality, validity, or enforceability of any other provision contained within this Agreement.
This Agreement shall not
be assignable by either party without the prior written consent of the other party hereto, and subject to the terms contained herein,
this Agreement shall be binding upon, and shall inure to the benefit of each party’s successors and permitted assigns.
* * *
IN WITNESS WHEREOF, the duly
authorized representatives of the undersigned parties have entered into this Agreement to be effective this [day] of [month], [year].
| |
|
MULLEN AUTOMOTIVE, INC. |
| |
|
|
| Dated: |
7-8-2022 |
|
Name: |
David Michery |
| |
|
|
| |
|
Signature: |
/s/ David Michery |
| |
|
|
| |
|
DELPACK LOGISTICS LLC |
| |
|
|
| Dated: |
7-8-2022 |
|
Name: |
Eugene Goldberg |
| |
|
|
|
|
| |
|
Signature: |
/s/ Eugene Goldberg |
| |
|
|
Exhibit 99.2
Mullen Automotive
Signs Binding Agreement with DelPack Logistics, LLC, an Amazon Delivery Services Partner, for Class 1 & 2 EV Cargo Vans
DelPack Logistics,
LLC to place an order for up to 600 Mullen Class 2 EV cargo vans over the next 18 months
BREA, Calif., July 11, 2022 --
via InvestorWire -- Mullen Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an
emerging electric vehicle (“EV”) manufacturer, announces today that it has signed a binding agreement with DelPack Logistics,
LLC (“DPL”), an Amazon Delivery Service Partner, for DPL to purchase up to 600 Mullen Class 2 EV cargo vans over
the next 18 months.
Conditions to the binding agreement
between Mullen and DPL include the following:
| • | DPL
will place a purchase order for up to 600 Mullen Class 2 Electric Cargo Vans over the
next 18 months |
| • | The
600 Class 2 EV Cargo Vans will be fully homologated for the United States |
| • | The
first 300 fully homologated for the United States Mullen Class 2 EV Cargo Vans can be
delivered to DPL by Nov. 30, 2022, at the request of DPL |
| • | All
Mullen Class 2 Electric Cargo Vans will be equipped with all airbags as required by
United States standards and a cabin comfort package, including adjustable seats, cup holders,
an infotainment system, and comfortable passenger seat. In addition, the Mullen Class 2
Electric Cargo Vans will carry a minimum of an 80 kilowatt per hour battery pack. |
“This agreement is a milestone
for Mullen Automotive,” said David Michery, CEO and chairman of Mullen Automotive. “DelPack is a leader in last mile package
delivery and this agreement puts our Class 1 cargo van program front and center for last mile delivery opportunities.”
“Delpack is excited about an opportunity
to take part and participate in a global green and sustainable initiative,” said Eugene Goldberg, Partner DelPack, Logistics, LLC.
About DelPack Logistics
DelPack Logistics LLC is an Amazon Delivery
Service Partner. Our priority is to bring smiles to Amazon’s customers while consistently outperforming expectations and providing
a safe and well-compensated work environment for our valued employees.
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.
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, whether the contemplated purchase order by DPL will materialize; whether
Mullen will be able to meet its timing and other obligations under the agreement; and whether the referenced purchase agreement will
be beneficial to Mullen. 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; and (xi) 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 as a result 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
Wire Service Contact:
InvestorWire (IW)
Los Angeles, California
www.InvestorWire.com
212.418.1217 Office
Editor@InvestorWire.com