Bollinger Innovations Files 8-K on Material Agreements & Equity Sales

TL;DR

Bollinger Innovations just dropped an 8-K detailing new debt, equity sales, and changes to shareholder rights. Big moves happening.

AI Summary

On September 18, 2025, Bollinger Innovations, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities and material modifications to the rights of security holders. This 8-K filing details these significant corporate events.

Why It Matters

This filing indicates significant financial and corporate restructuring events for Bollinger Innovations, potentially impacting its stock value and operational future.

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

• Bollinger Innovations, Inc. (company) — Filer
• Mullen Automotive Inc. (company) — Former Company Name
• Net Element, Inc. (company) — Former Company Name
• Net Element International, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 B — ch registered Common Stock, par value $0.001 BINI The Nasdaq Stock Market, LLC (Nasd
• $4.1 million — egate principal amount of approximately $4.1 million (of which approximately $368 thousand w
• $368 thousand — ly $4.1 million (of which approximately $368 thousand was effectively purchased on August 27,
• $1.6 million — ed on August 27, 2025 and approximately $1.6 million was effectively purchased on September
• $0.001 — into shares of common stock, par value $0.001 per share (the " Common Stock "), and f
• $2.1 million — of the Note in the principal amount of $2.1 million which was issued on September 18, 2025
• $12.50 — res of Common Stock at the lower of (i) $12.50 (based on $0.05 and as adjusted to give
• $0.05 — ck at the lower of (i) $12.50 (based on $0.05 and as adjusted to give effect to the R
• $0.01 — conversion price will not be less than $0.01 per share, not subject to adjustment.
• $47.50 — res of Common Stock at the lower of (i) $47.50 (based on $0.19 and as adjusted to give
• $0.19 — ck at the lower of (i) $47.50 (based on $0.19 and as adjusted to give effect to the R
• $0.04 — conversion price will not be less than $0.04 per share, not subject to adjustment.
• $72.50 — he " Note Shares ") at the lower of (i) $72.50 (based on $0.29 and as adjusted to give
• $0.29 — ") at the lower of (i) $72.50 (based on $0.29 and as adjusted to give effect to the R
• $0.06 — conversion price will not be less than $0.06 per share, not subject to adjustment.

Filing Documents

• bollingerinnovations_8k.htm (8-K) — 76KB
• bollingerinnovations_ex3-1.htm (EX-3.1) — 14KB
• bollingerinnovations_ex10-1.htm (EX-10.1) — 222KB
• bollingerinnovations_ex10-1a.htm (EX-10.1(A)) — 197KB
• bollingerinnovations_ex10-1b.htm (EX-10.1(B)) — 150KB
• bollingerinnovations_ex10-1c.htm (EX-10.1(C)) — 189KB
• bollingerinnovations_ex99-1.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001829126-25-007611.txt ( ) — 1264KB
• muln-20250918.xsd (EX-101.SCH) — 4KB
• muln-20250918_def.xml (EX-101.DEF) — 26KB
• muln-20250918_lab.xml (EX-101.LAB) — 36KB
• muln-20250918_pre.xml (EX-101.PRE) — 25KB
• bollingerinnovations_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 18, 2025 (the " Execution Date "), Bollinger Innovations, Inc. (the " Company ") entered into a securities purchase agreement (the " Securities Purchase Agreement "), with an investor, pursuant to which upon the terms and subject to the conditions contained therein, the investor agreed to purchase upon execution an aggregate principal amount of approximately $4.1 million (of which approximately $368 thousand was effectively purchased on August 27, 2025 and approximately $1.6 million was effectively purchased on September 4, 2025) of 5% Original Issue Discount Secured Notes (each, a " Note " and collectively, 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 the Execution Date 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 investor has investment rights to purchase from time to time additional Notes in the aggregate principal amount of up to approximately $4.1 million and related Warrants on the same terms and conditions as applicable to the purchase and sale of the Note in the principal amount of $2.1 million which was issued on September 18, 2025 and the related 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 and Exchange Commission (the " SEC ") and (iii) the date on which Stockholder Approval (as defined below) is obtained (t

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 and 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. 4

03

Item 3.03 Material Modification To Rights of Security Holders. The information set forth in Item 5.03 below is incorporated by reference herein in response to this Item.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 19, 2025, the Company filed a Certificate of Amendment (the " Amendment ") to its Second Amended and Restated Certificate of Incorporation with the Secretary of of its Common Stock. Previously, at the Special Meeting of Stockholders held on September 11, 2025, the Company's stockholders approved a proposal to authorize a reverse stock split of the Common Stock at a ratio within the range of 1-for-2 to 1-for-250, as determined by the Board of Directors of the Company. The Reverse Stock Split became effective on September 22, 2025 at 12:01 am Eastern Time (the " Effective Time "). As a result of the Reverse Stock Split, at the Effective Time, every 250 shares of the Company's pre-Reverse Stock Split Common Stock combined and automatically became one share of Common Stock. The Company's Common Stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened for trading on September 22, 2025. After the Effective Time, the number of outstanding shares of Common Stock of the Company was reduced from 126,229,870 to 506,088. The Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock. The Common Stock will continue to trade on the Nasdaq Stock Market under the existing symbol "BINI", but with a new CUSIP number of 62526P877. Also, at the Effective Time, the number of shares of Common Stock issuable upon conversion or exercise of notes, warrants, preferred stock, and other convertible securities, as well as any commitments to issue securities, that provide for adjustments in the event of a reverse stock split will be appropriately adjusted pursuant to their applicable terms for the Reverse Stock Split. If applicable, the conversion

01

Item 7.01 Regulation FD Disclosure. On September 18, 2025, the Company issued a press release regarding the Reverse Stock Split. The press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ") nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act "), except as shall be expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events. The information provided in Item 5.03 is hereby incorporated by reference. The Company has registration statements on Form S-1 (File No. 333-282516 , 333-285545 and 333-286420 ) and registration statements on Form S-8 (File No. 333-276539 , 333-274113 , 333-267417 , 333-266787 , 333-282274 , 333-285053 , 333-286129 , 333-286499 , 333-287756 and 333-289449 ) on file with the Securities and Exchange Commission (the " SEC "). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-1 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

Financial Statements

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on September 19, 2025 10.1 Securities Purchase Agreement dated September 18, 2025 10.1(a) Form of Convertible Note 10.1(b) Form of Warrant 10.1(c) Registration Rights Agreement dated September 18, 2025 99.1 Press Release dated September 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6

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. BOLLINGER INNOVATIONS, INC. Date: September 23, 2025 By: /s/ David Michery David Michery Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR