Mullen Automotive Files 8-K on Key Agreements and Sales

TL;DR

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

AI Summary

Mullen Automotive Inc. filed an 8-K on December 26, 2024, reporting on several key events. These include entering into a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. The filing also notes other events relevant to the company's operations.

Why It Matters

This filing provides crucial updates on Mullen Automotive's financial obligations and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

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

Key Players & Entities

• MULLEN AUTOMOTIVE INC. (company) — Filer
• December 26, 2024 (date) — Date of earliest event reported
• 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 (Nasd
• $5.3 million — egate principal amount of approximately $5.3 million (or $5.0 million including 5% original
• $5.0 million — mount of approximately $5.3 million (or $5.0 million including 5% original issue discount) o
• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), and a
• $5.03 million — mount of approximately $5.3 million (or $5.03 million including the 5% original issue discoun
• $4.2 million — egate principal amount of approximately $4.2 million (or $4.0 million including the 5% origi
• $4.0 million — mount of approximately $4.2 million (or $4.0 million including the 5% original issue discoun
• $1 — res of Common Stock at the lower of (i) $1.02, (ii) 95% of the closing sale price
• $0.86 — conversion price will not be less than $0.86 per share (not subject to adjustment).
• $1.12 — mber Warrants have an exercise price of $1.12 per share and may also be exercised via
• $1.00 — via a cashless exercise with a floor of $1.00. The December Notes and December Warr
• $500,000 — governance enhancements and payment of $500,000 in attorney's fees to be paid by the Co

Filing Documents

• mullenautomotive_8k.htm (8-K) — 42KB
• 0001829126-25-000012.txt ( ) — 254KB
• muln-20241226.xsd (EX-101.SCH) — 4KB
• muln-20241226_def.xml (EX-101.DEF) — 26KB
• muln-20241226_lab.xml (EX-101.LAB) — 36KB
• muln-20241226_pre.xml (EX-101.PRE) — 25KB
• mullenautomotive_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. This following is not a new financing but the issuance of Notes and Warrants under an existing agreement plus an additional investment right. On December 31, 2024, pursuant to the terms of the Securities Purchase Agreement dated May 14, 2024 (the " Securities Purchase Agreement ") between Mullen Automotive Inc. (the " Company ") and purchasers named therein, which was previously disclosed in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2024 (the " Form 10-Q "), an investor purchased an additional aggregate principal amount of approximately $5.3 million (or $5.0 million including 5% original issue discount) of 5% Original Issue Discount Senior Secured Notes (the " Notes ") that are convertible into shares of the Company's common stock, par value $0.001 per share (the " Common Stock "), and also received five-year warrants exercisable on a cash basis for an aggregate of 19,171 shares of Common Stock (the " Warrants "). The Notes and Warrants have the same terms and conditions, including a maturity date of four months from the date of issuance of the Notes, as the previously issued Notes and Warrants described in the Form 10-Q. In connection with the purchase of the additional Notes and Warrants, on December 31, 2024, the Company and the Investor entered into an Additional Investment Rights Agreement whereby for a one-year period ending on December 31, 2025, the Investor has the right, but not the obligation, to purchase from the Company additional 5% Original Issue Discount Senior Secured Convertible Notes in an aggregate principal amount of approximately $5.3 million (or $5.03 million including the 5% original issue discount), and related Warrants, on the same terms and conditions as provided in the Securities Purchase Agreement, except for the following: The Conversion Price of the Notes will be equal to a 5% discount to the lower of (a) the Closi

03

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. The disclosure required by this Item is included below in Item 3.02 of this Current Report on Form 8-K and is incorporated herein by reference. 1

02

Item 3.02 Unregistered Sales of Equity Securities. This following is not a new financing but the issuance of Notes and Warrants under an existing agreement. On December 26, and December 30, 2024, pursuant to the additional investment rights set forth in the Securities Purchase Agreement, the Company issued an additional aggregate principal amount of approximately $4.2 million (or $4.0 million including the 5% original issue discount) of 5% Original Issue Discount Senior Secured Notes (the " December Notes ") that are convertible into shares of Common Stock, and five-year warrants exercisable on a cash basis for an aggregate of 8,255,933 shares of Common Stock (the " December Warrants "). Except as set forth below, the December Notes and December Warrants have the same terms and conditions as described in the Form 10-Q. The Notes mature four months from the date of issuance and the outstanding principal and accrued but unpaid interest on the Notes may be converted into shares of Common Stock at the lower of (i) $1.02, (ii) 95% of the closing sale price of the Common Stock on the date that the Initial Registration Statement is declared effective, or (iii) 95% of the lowest daily volume weighted average price in the five trading days prior to such conversion date, provided that the conversion price will not be less than $0.86 per share (not subject to adjustment). The December Warrants have an exercise price of $1.12 per share and may also be exercised via a cashless exercise with a floor of $1.00. The December Notes and December Warrants have been issued, and upon conversion or exercise thereof, as applicable, the shares of Common Stock will be issued, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act "), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act. The disclosure required by this Item is included

01

Item 8.01 Other Events. On August 21, 2024, the Company entered into a Stipulation and Agreement of Settlement regarding a derivative action filed by Jeff Witt and Joseph Birbigalia on August 1, 2022 in the United States District Court for the Central District of California against the Company as a nominal defendant and Mr. Michery, Mr. Firer, and current or former Company directors Ignacio Novoa, Mary Winter, Kent Puckett, Mark Betor, William Miltner and Jonathan New. Pursuant to the settlement agreement, the parties settled the derivative action subject to certain governance enhancements and payment of $500,000 in attorney's fees to be paid by the Company's D&O insurers. The Long-Form Notice of this settlement can be found on the Investor Relations page of the Company's website. The settlement is subject to the court's final approval. 2

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: January 2, 2025 By: /s/ David Michery David Michery Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR