MULLEN AUTOMOTIVE INC. (Form: 8-K, Received: 03/20/2023 09:31:07)

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 14, 2023

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 1.01

Entry into a Material Definitive Agreement.

Settlement Agreement

On March 14, 2023, Mullen Automotive Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Qiantu Motor (Suzhou) Ltd. (“Qiantu Suzhou”), and Qiantu Motor USA, Inc. (“Qiantu USA” and together with the Company and Qiantu Suzhou, the “Parties” and each a “Party”). The Settlement Agreement was entered into in full settlement of all pending litigation brought by the Company against Qiantu Suzhou and the following arbitration proceedings among the Parties (collectively the “Legal Proceedings”). The Settlement Agreement obligates the Company to promptly file a motion to dismiss with prejudice the pending lawsuit filed against Qiantu Suzhou, and the Parties to promptly file a joint stipulation of dismissal of the arbitration proceeding. The Parties shall also release all claims against each other arising from or in connection with the matters and claims that were subject to the Legal Proceedings.

Pursuant to the Settlement Agreement, (1) the Parties should enter into an IP Agreement (as defined and described below) and (2) in connection with the settlement of the Legal Proceedings and for the privilege of entering into the IP Agreement, the Company paid $6,000,000 to Qiantu Suzhou and Qiantu USA.

Intellectual Property and Distribution Agreement

In connection with the execution of the Settlement Agreement, on March 14, 2023, the Company entered into an Intellectual Property and Distribution Agreement (the “IP Agreement”) with Qiantu Suzhou, and two of Qiantu Suzhou’s affiliates (herein “Qiantu”). Pursuant to the IP Agreement, Qiantu granted the Company the exclusive license to use certain of Qiantu’s trademarks and the exclusive right to assemble, manufacture, and sell the homologated vehicles based on the Qiantu K-50 model throughout North America (including Canada, Mexico, and the United States of America) and South America for a period of five (5) years, which period does not start until the Company has successfully homologated vehicles based on terms of the IP Agreement (the “Five Year Period”). During the Five Year Period, the Company is also obligated to purchase a certain number of vehicle kits every year from Qiantu. As consideration for the Company’s entry into the IP Agreement, (1) the Company issued to Qiantu USA warrants to purchase up to 75,000,000 shares of the Company’s common stock (the “Qiantu Warrants”) as described below; (2) the Company will pay Qiantu $2,000,000 for deliverable items under the IP Agreement; and (3) the Company shall pay Qiantu a royalty fee of $1,200 for each homologated vehicle sold in North America and South America during the term of the IP Agreement.

Qiantu Warrants

The Qiantu Warrants were issued upon execution of the IP Agreement and are exercisable at Qiantu USA’s discretion commencing at any time from September 30, 2023 up to and including September 30, 2024 at 110% of the market price of the Company’s common shares at the close of trading on the earlier of (a) when the Company completes its obligations to its Series D investors; or (b) June 15, 2023.

The foregoing descriptions of the Settlement Agreement, the IP Agreement and the Qiantu Warrants contained herein do not purport to be complete and are subject to, and qualified in their entirety by reference to the Settlement Agreement, the IP Agreement and the Qiantu Warrants, copies of which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q.

Item 3.02

Unregistered Sales of Equity Securities.

Item 1.01 is incorporated by reference herein. As described in Item 1.01, under the terms of the IP Agreement, the Company issued warrants to Qiantu USA, which issuances are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 7.01

Regulation FD Disclosure.

On March 20, 2023, the Company issued a press release announcing the grant of an intellectual property and distribution right from Qiantu Motors and a program to launch Mullen GT and GTRS in North and South American markets. 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 March 20, 2023.
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: March 20, 2023	By:	/s/ David Michery
		David Michery
		Chief Executive Officer

Exhibit 99.1

Mullen Automotive and Qiantu Motors to Launch EV
Supercar Branded Mullen GT and GTRS with Program
Start Commencing March 20th, 2023

Mullen is granted a license for IP and Exclusive Distribution Rights in North and South American markets for the Qiantu K50/DragonFLY.

Mullen will finalize vehicle engineering pursuant to US standards with final assembly in Mishawka, IN.

EV supercar will be rebranded and refreshed to sell under the Mullen GT & GTRS brands with expected performance specs of 0-60 MPH in 1.95 seconds and a top speed over 200 MPH.

BREA, Calif., Mar. 20, 2023 -- via InvestorWire -- Mullen Automotive, Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle (“EV”) manufacturer, announces today that it has been granted the North and South American IP and distribution rights from Qiantu Motors and affiliated companies as part of a license agreement allowing assembly and distribution of the DragonFLY K50 in the Americas.

The Dragonfly vehicle proportions and carbon fiber construction contribute to a striking design that is dramatic and timelessly beautiful. Mullen will begin its program to re-engineer and re-design the product to meet homologation requirements for US certification and customer expectations for today’s supercars. These modifications will be in line with Mullen’s vehicle design language currently found in the Mullen FIVE and Mullen FIVE RS. To ensure supercar status, the vehicle will also feature an updated powertrain, targeting sub 2.0 sec 0-60 mph and a top speed exceeding 200 mph.

“Qiantu has been working on developing electric vehicles since 2013. We are honored to cooperate with Mullen Automotive to bring Qiantu K50 to the US market”, said Chairman Lu, of Qiantu Motors. “As an important step in Qiantu's internationalization, we are confident that the Qiantu K50 will reach even more customers and provide a superior driving experience. With its sleek design, excellent driving & handling performance, and impressive full carbon fiber exterior, we believe the Qiantu K50 will be a success in the US EV market, offering users a new level of performance and convenience.”

“This agreement with Qiantu is an important milestone for the Company. Not only does it settle a long outstanding dispute between our respective companies, but also presents the opportunity to fulfill my vision for a supercar that would rival some of the best supercars in the world”, said David Michery, CEO and Chairman of Mullen Automotive. “Since day 1, we have received overwhelming positive feedback for this vehicle, including our original debut at the 2019 New York Auto Show and the Indy 500 in May 2019. We are excited to start the GT and GTRS programs on March 20th, 2023. “

Additional information can be found on Mullen Automotive’s most recently filed 8-K, found here.

About Mullen

Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of electric vehicles (“EVs”) that will be manufactured in its two United States-based assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen I-GO Commercial Urban Delivery EV, Mullen Commercial Class 1-3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. On Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on the acquisition of all of Electric Last Mile Solutions' (“ELMS”) assets, including all IP and a 650,000-square-foot plant in Mishawaka, Indiana.

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 Program Start for the Mullen GT and GTRS will commence on March 20, 2023 as anticipated, whether final assembly of the vehicle will take place in Mishawka, IN, whether the EV supercar will achieve the expected performance specifications including the speed of 0-60 MPH in 1.95 seconds and a top speed over 200 MPH, the timing of potential homologation for US certification, whether modifications to the vehicle will be in line with Mullen’s vehicle design language currently found in the Mullen FIVE and Mullen FIVE RS, whether the Mullen GT and GTRS will rival some of the best supercars in the world or prove successful for the Company. 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

Corporate Communications:

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Los Angeles, California

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