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): | November 14, 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 3.03 | Material Modifications to Rights of Security Holders |
The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 14, 2022, the Board of Directors (the “Board”) of Mullen Automotive Inc. (the “Company”) approved a third amendment (the “Third Amendment”) to the Company’s Amended and Restated Bylaws that amends the quorum for a stockholders’ meeting or action to be at least 33 1/3% of the shares of the capital stock of the Company issued and outstanding and entitled to vote, present in person or represented by proxy.
The foregoing summary of the Third Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the Third Amendment, copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description |
| 3.1 | Amendment No. 3 to the Amended and Restated Bylaws of Mullen Automotive Inc., as amended |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 14, 2022 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF ADOPTION OF BYLAW AMENDMENT
AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED BYLAWS
OF
MULLEN AUTOMOTIVE INC.
a Delaware corporation
I, the undersigned, do hereby certify that:
1. I am the duly elected and acting Secretary of Mullen Automotive Inc., a Delaware corporation (the “Company”).
2. Pursuant to Article VII of the Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) of the Company and Section 6.06 of Article 6 of the Amended and Restated Bylaws (as amended, the “Bylaws”) of the Company, the Board of Directors is expressly empowered to adopt, amend, alter or repeal the bylaws of the Company.
3. The Bylaws of the Company are amended to reflect that, on November 3, 2021, the Company changed its name from “Net Element, Inc.” to “Mullen Automotive Inc.” by filing a Certificate of Amendment to the Certificate of Incorporation with the Delaware Secretary of State. The Bylaws read and are hereby certified to be the “Bylaws of Mullen Automotive Inc.”
4. Section 2.05 of Article 2 of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Section 2.05. Quorum. Unless otherwise provided under the certificate of incorporation or these bylaws and subject to Delaware Law, the presence, in person or by proxy, of the holders of at least 33 1/3% of the outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.”
5. The foregoing amendments were duly adopted, in accordance with the provisions of the Company’s Bylaws and the Delaware General Corporation Law, by approval of the board of directors of the Company by unanimous written consent dated as of November 14, 2022, and has not been modified, rescinded, repealed or otherwise amended in any way and is in full force and effect in the form adopted and set forth above as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 14th day of November 2022.
| By: | /s/ Mary Winter | |
| Name: | Mary Winter | |
| Title: | Secretary |