Mullen Automotive Reports Material Agreements & Equity Sales

TL;DR

MULN filed an 8-K detailing new deals, financial obligations, and equity sales.

AI Summary

Mullen Automotive Inc. filed an 8-K on December 9, 2024, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and triggering events that accelerate or increase financial obligations. The filing also disclosed unregistered sales of equity securities.

Why It Matters

This filing indicates significant financial and contractual developments for Mullen Automotive, including potential new obligations and the issuance of equity, which could impact its financial structure and stock.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and dilution concerns.

Key Players & Entities

• MULLEN AUTOMOTIVE INC. (company) — Filer
• 0001499961 (company) — Central Index Key
• Net Element, Inc. (company) — Former Company Name
• Net Element International, Inc. (company) — Former Company Name
• Cazador Acquisition Corp Ltd. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 M — ch registered Common Stock, par value $0.001 MULN The Nasdaq Stock Market, LLC (Nas
• $20,623,013 — " Company ") in an aggregate amount of $20,623,013 (the " Settlement Amount "), which repr
• $549 — Notes are converted at the lower of (i) $549.00, (ii) 95% of the closing sale price
• $1.16 — conversion price will not be less than $1.16 per share, not subject to adjustment. U

Filing Documents

• mullenautomotive_8k.htm (8-K) — 41KB
• 0001829126-24-008158.txt ( ) — 254KB
• muln-20241206.xsd (EX-101.SCH) — 4KB
• muln-20241206_def.xml (EX-101.DEF) — 26KB
• muln-20241206_lab.xml (EX-101.LAB) — 36KB
• muln-20241206_pre.xml (EX-101.PRE) — 25KB
• mullenautomotive_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. This following is not a new financing but settles all existing liabilities under the Notes (defined below). On December 6, 2024, the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida (the " Court ") entered an order (the " Order ") approving, among other things, the fairness of the terms and conditions of the settlement of outstanding existing liabilities of Mullen Automotive Inc. (the " Company ") in an aggregate amount of $20,623,013 (the " Settlement Amount "), which represents principal and accrued interest payable under currently existing convertible notes (the " Notes ") issued pursuant to the Securities Purchase Agreement dated as of May 14, 2024, in exchange for Settlement Shares (as defined below). The Order provides for the full and final settlement of the Settlement Amount and the related action. The exchange is pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended (the " Securities Act "), in accordance with a Settlement Agreement and Stipulation (the " Settlement Agreement ") dated as of November 19, 2024 between the Company and the creditors named therein (the " Creditors "). The Settlement Agreement became effective and binding upon execution of the Order by the Court on December 6, 2024. The Creditors commenced action against the Company to recover the Settlement Amount under the Notes. Pursuant to the terms of the Settlement Agreement approved by the Order, the Company agreed to issue to the Creditors shares of the Company's common stock in accordance with the terms of the Notes or, in lieu thereof but only to the extent that the issuance of common stock would cause a violation of the Ownership Limitation (as defined below), prefunded warrants exercisable for common stock (the " Settlement Shares "), at a price calculated pursuant to the terms of the Notes, which provide that the outstanding principal and accrued but unpaid interest on the N

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this Item is included above in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The disclosure required by this Item is included above in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure required by this Item is included above in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The issuance of the Settlement Shares to the Creditors pursuant to the terms of the Settlement Agreement approved by the Order is and will be exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear. 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: December 9, 2024 By: /s/ David Michery David Michery Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR