Mullen Automotive Files 8-K with Key Agreements and Equity Sales

TL;DR

MULN filed an 8-K detailing new debt, equity sales, and agreement changes. Big moves happening.

AI Summary

Mullen Automotive Inc. filed an 8-K on February 11, 2025, reporting several material events. These include entering into a definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and material modifications to security holder rights. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by Mullen Automotive, including new 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
• 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
• $3.1 million — egate principal amount of approximately $3.1 million of 5% Original Issue Discount Secured N
• $0.001 — into shares of common stock, par value $0.001 per share (the " Common Stock "), and f
• $0 — he " Note Shares ") at the lower of (i) $0.25, (ii) 95% of the closing sale price
• $0.05 — conversion price will not be less than $0.05 per share, not subject to adjustment.
• $300,000 — ns) in an aggregate amount in excess of $300,000, subject to any cure or grace period pr
• $0.01 — adjustment) with respect to the Note or $0.01 per share of Common Stock (not subject

Filing Documents

• mullenautomotive_8k.htm (8-K) — 70KB
• mullenautomotive_ex10-1.htm (EX-10.1) — 271KB
• mullenautomotive_ex10-1a.htm (EX-10.1(A)) — 196KB
• mullenautomotive_ex10-1b.htm (EX-10.1(B)) — 150KB
• mullenautomotive_ex10-1c.htm (EX-10.1(C)) — 190KB
• 0001829126-25-000884.txt ( ) — 1266KB
• muln-20250205.xsd (EX-101.SCH) — 4KB
• muln-20250205_def.xml (EX-101.DEF) — 26KB
• muln-20250205_lab.xml (EX-101.LAB) — 36KB
• muln-20250205_pre.xml (EX-101.PRE) — 25KB
• mullenautomotive_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 5, 2025, Mullen Automotive Inc. (the " Company ") entered into a securities purchase agreement (the " Securities Purchase Agreement "), with certain investors, pursuant to which upon the terms and subject to the conditions contained therein, the investors agreed to purchase upon execution an aggregate principal amount of approximately $3.1 million of 5% Original Issue Discount Secured Notes (the " Notes ") convertible into shares of common stock, par value $0.001 per share (the " Common Stock "), and five-year warrants exercisable for shares of Common Stock (the " Warrants "). For a period beginning on February 5, 2025 and ending on the one year anniversary from the later of (i) the date a registration statement covering all registrable securities is declared effective or (ii) the date the Company has obtained Stockholder Approval (as defined below), the investors have investment rights to purchase from time to time additional Notes in the aggregate principal amount of up to approximately $3.1 million and related Warrants on the same terms and conditions as the Notes and Warrants. During the period commencing on the execution date and ending on the date immediately following the 90th day after the latest of: (i) the execution date, (ii) the date on which a registration statement (or registration statements) registering for resale all registrable securities has been declared effective by the SEC and (iii) the date on which Stockholder Approval (as defined below) is obtained (the " Restricted Period "), the Company has agreed, with certain exceptions, not to directly or indirectly issue, offer, sell, or otherwise dispose of (or make any announcement) any equity security or any equity-linked or related security, any convertible securities, debt (with or related to equity), any preferred stock or any purchase rights. The Company also agreed not to enter into any fundam

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.

02

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 Notes, Warrants and New Warrants have been, and the issuance of the Notes and Warrants pursuant to the Securities Purchase Agreement will be, 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, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The description of the First Amendment to Rights Agreement set forth under "Item 1.01 - Entry into a Material Definitive Agreement ," is incorporated by reference into this Item 3.03. 4

01 Exhibits

Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 4.1 First Amendment to Rights Agreement dated February 5, 2025 between the Company and Continental Stock Transfer & Trust Company, as rights agent (Incorporated by reference to Exhibit 4.2(a) of the Company's Form S-1/A (File No. 333-282516), filed with the SEC on February 6, 2025.) 10.1 Securities Purchase Agreement dated February 5, 2025 10.1(a) Form of Convertible Note 10.1(b) Form of Warrant 10.1(c) Registration Rights Agreement dated February 5, 2025 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: February 11, 2025 By: /s/ David Michery David Michery Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR