Mullen Automotive Files 8-K on Material Agreements

TL;DR

Mullen Automotive filed an 8-K on May 1st, reporting material agreements and changes to security holder rights.

AI Summary

Mullen Automotive Inc. filed an 8-K on May 6, 2024, reporting on events that occurred on May 1, 2024. The filing indicates a material definitive agreement was entered into, and modifications to the rights of security holders may have occurred. It also mentions amendments to articles of incorporation or bylaws and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Mullen Automotive, potentially impacting its agreements, security holder rights, and corporate structure.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which can introduce uncertainty and potential risks.

Key Players & Entities

• MULLEN AUTOMOTIVE INC. (company) — Registrant
• May 1, 2024 (date) — Earliest event reported
• May 6, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 M — ch registered Common Stock, par value $0.001 MULN The Nasdaq Stock Market, LLC (Na
• $0.001 — anding share of common stock, par value $0.001 per share, of the Company (the " Common
• $30.00 — eferred Stock ") at a purchase price of $30.00 (such purchase price, as may be adjuste

Filing Documents

• mullenautomotive_8k.htm (8-K) — 61KB
• mullenautomotive_ex3-1.htm (EX-3.1) — 30KB
• mullenautomotive_ex4-1.htm (EX-4.1) — 337KB
• 0001829126-24-003060.txt ( ) — 684KB
• muln-20240501.xsd (EX-101.SCH) — 3KB
• muln-20240501_lab.xml (EX-101.LAB) — 33KB
• muln-20240501_pre.xml (EX-101.PRE) — 22KB
• mullenautomotive_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On May 1, 2024, the Board of Directors (the " Board ") of Mullen Automotive Inc. (the " Company ") declared a dividend distribution of one right (a " Right "), for each outstanding share of common stock, par value $0.001 per share, of the Company (the " Common Stock ") and preferred stock, par value $0.001 per share, of the Company (the " Preferred Stock "). The dividend is payable to holders of record as of the close of business on May 13, 2024 (the " Record Date "). In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the " Rights Agreement "), dated as of May 1, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights agent. The Rights Agreement is similar to other rights plans adopted by publicly held companies, and is intended to promote the fair and equal treatment of all stockholders. The Rights Agreement is designed to enable all Company stockholders to realize the long-term value of their investment and is intended to protect Mullen and its stockholders from efforts by a single stockholder or group to obtain control of the Company without paying a control premium. The Rights Agreement is not a financing transaction and no additional shares of Common Stock or Preferred Stock or warrants or convertible notes are currently being issued in connection with the dividend distribution of the Rights . In general terms, the Rights Agreement works by imposing a significant penalty upon any person or group that acquires beneficial ownership of 10% or more of the shares of Common Stock without the prior approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere

03

Item 3.03 Material Modification to Rights of Security Holders. See the description set out under "Item 1.01 - Entry into a Material Definitive Agreement ," which is incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information included in Item 1.01 is incorporated herein by reference. In connection with the adoption of the Rights Agreement, on May 1, 2024, the Board approved a Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Junior Participating Preferred Stock, (the "Certificate of Designation"), setting forth the rights, powers and preferences of the A-1 Preferred Stock and designating 50,000 shares of A-1 Preferred Stock. The Certificate of Designation was filed with the Secretary of State of the State of Delaware on May 1, 2024. A copy of the Certificate of Designation is attached as Exhibit 3.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Junior Participating Preferred Stock of Mullen Automotive Inc. 4.1 Rights Agreement dated as of May 1, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, which includes as Exhibit B and Exhibit C the Form of Common Rights Certificate and the Form of Preferred Rights Certificate, respectively (filed herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5

SIGNATURES

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: May 6, 2024 By: /s/ David Michery David Michery Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR