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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): November 30, 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 2.01Completion of Acquisition or Disposition of Assets.

 

On November 30, 2022, Mullen Automotive Inc. (the “Company”) completed its acquisition of certain assets of the Bankruptcy Estates of Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc. in an all-cash purchase valued at $105 million, which includes the payment of monetary liabilities related to assumed contracts. The assets include a plant in Mishawaka, Indiana (excluding the related installment land sale contract, the remaining balance of which was paid), all inventory and tangible personal property, customer and supplier information, and certain intellectual property rights (such as patent applications). The acquisition was pursuant to an Asset Purchase Agreement dated September 16, 2022 with David W. Carickhoff, solely as Chapter 7 trustee, which was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 19, 2022.

 

Item 7.01Regulation FD Disclosure.

 

On December 1, 2022, the Company issued a press release announcing the closing of the acquisition, as further described in this current report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.
  Description
99.1   Press Release dated December 1, 2022
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: December 2, 2022 By: /s/ David Michery
    David Michery
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

The ELMS assets expand Mullen’s manufacturing capacity, and with the previous Bollinger acquisition, product introductions to market will be accelerated, placing Mullen in a unique competitive position

 

Mullen Closes on ELMS Assets Acquisition on Nov. 30, 2022

 

Commercial van production, including Class 1 EV cargo vans, will be in Tunica, Mississippi.

 

BREA, Calif., December 01, 2022– via InvestorWire – Mullen Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle (“EV”) manufacturer, closed on the acquisition of Electric Last Mile Solutions' (“ELMS”) assets on Nov. 30, 2022, in an all-cash purchase valued at $105 million.

 

The ELMS asset acquisition of all IP and inventory will allow Mullen to launch into the commercial market much earlier than previously planned. Upon the completion of final certification, it is anticipated that Mullen will be delivering Class 1 products in Q1 2023, followed by its Class 3 vehicles in Q2.

 

The ELMS Mishawaka, Indiana, factory, which previously produced General Motors’ Hummer H2 and the Mercedes-Benz R-Class vehicle, is a perfect fit for the production of the Mullen FIVE SUV and the Bollinger B1 and B2 platforms. Taking possession of this plant in its current condition will allow both vehicles to be launched with significantly less capital than previously anticipated and bring forward their respective launch dates.

 

“I have been working on this plan for many years, putting in place the strategic and critical enablers to be a dominant competitor in the EV market,” said David Michery, CEO and chairman of Mullen. “Successfully completing this asset acquisition moves Mullen into an all-new position with IP, plants, and product platforms that no other competitor can offer to both retail and commercial customers. We have everything we need to launch the Mullen and Bollinger EVs product lineup.”

 

About Mullen:

 

Mullen Automotive is a Southern California-based automotive company building the next-generation of premium electric vehicles (EVs) that are affordable and built entirely in the United States. With an end-to-end ecosystem that supports owners from test driving to financing and servicing through a unique hybrid dealership model, customers are supported through every aspect of EV ownership. The Mullen FIVE, the company’s first electric crossover, is slated for delivery in 2024 and features an award-winning design and its patented PERSONA technology that utilizes facial recognition to personalize the driving experience for every individual. To learn more about the company, visit www.MullenUSA.com.

 

 

 

 

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 ELMS asset acquisition will be beneficial to the Company, whether the acquisition will result in the acceleration of Mullen’s launch into the commercial market, and whether the Company will achieve delivery of its Class 1 and Class 3 vehicles or the Bollinger and other vehicles in the Company’s lineup within the anticipated timeframes. Further 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