Mullen Automotive Reports Unregistered Equity Sale

TL;DR

MULN sold unregistered shares, potentially impacting dilution.

AI Summary

Mullen Automotive Inc. reported on October 23, 2024, about the unregistered sale of equity securities. The company, formerly known as Net Element, Inc., is incorporated in Delaware and its fiscal year ends on September 30.

Why It Matters

This filing indicates Mullen Automotive has issued equity securities without registering them with the SEC, which could have implications for dilution and investor rights.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to increased share count and potential dilution for existing shareholders.

Key Players & Entities

• MULLEN AUTOMOTIVE INC. (company) — Registrant
• Net Element, Inc. (company) — Former Company Name
• October 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.001 M — ch registered Common Stock, par value $0.001 MULN The Nasdaq Stock Market, LLC (Nas
• $3.0 million — o issue to a note holder (the "Holder") $3.0 million (the "Settlement Amount") of shares of
• $4.5 million — ll obligations related to approximately $4.5 million of secured promissory notes. Pursuant t

Filing Documents

• mullenautomotive_8k.htm (8-K) — 36KB
• 0001829126-24-007010.txt ( ) — 246KB
• muln-20241023.xsd (EX-101.SCH) — 4KB
• muln-20241023_def.xml (EX-101.DEF) — 26KB
• muln-20241023_lab.xml (EX-101.LAB) — 36KB
• muln-20241023_pre.xml (EX-101.PRE) — 25KB
• mullenautomotive_8k_htm.xml (XML) — 5KB

02

Item 3.02 Unregistered Sales of Equity Securities. On October 23, 2024, Mullen Automotive Inc. (the "Company") issued 340,000 shares (the "Shares") of common stock, par value $.001 per share ("Common Stock"), in accordance with a settlement agreement dated October 21, 2024 (the "Settlement Agreement") whereby the Company agreed to issue to a note holder (the "Holder") $3.0 million (the "Settlement Amount") of shares of its Common Stock in exchange for the satisfaction and cancellation of all obligations related to approximately $4.5 million of secured promissory notes. Pursuant to the terms of the Settlement Agreement, the number of shares of Common Stock issued to the Holder for the Settlement Amount was and will be based on the closing price of the Common Stock on the day immediately preceding such issuance, subject to an ownership limitation of 9.99%. The Company is also obligated to issue shares of Common Stock so that the Holder achieves the Settlement Amount but may satisfy any remaining balance of the Settlement Amount by cash payment. The Shares were issued, and additional shares of Common Stock issued pursuant to the Settlement Agreement will be issued, in reliance on the exemption from the registration requirements of Section 3(a)(9) of the Securities Act of 1933, as amended, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. 1

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: October 25, 2024 By: /s/ David Michery David Michery Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR