Mullen Automotive Files S-1/A Amendment

TL;DR

Mullen Automotive (MULN) filed an S-1/A amendment, likely related to stock or fundraising. Keep an eye on this.

AI Summary

Mullen Automotive Inc. filed an S-1/A amendment on February 6, 2025, for its registration statement. The company, previously known as Net Element, Inc., is incorporated in Delaware and has its principal business address at 1405 Pioneer Street, Brea, California. This filing relates to the registration of securities under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates Mullen Automotive is actively managing its securities registration, which is crucial for potential future fundraising or stock offerings.

Risk Assessment

Risk Level: high — S-1/A filings often precede significant stock events like dilutive offerings, which can negatively impact existing shareholders.

Key Numbers

• 333-282516 — SEC File Number (Identifies the specific registration filing)

Key Players & Entities

• MULLEN AUTOMOTIVE INC. (company) — Registrant
• Net Element, Inc. (company) — Former company name
• February 6, 2025 (date) — Filing date
• 1405 Pioneer Street, Brea, California (location) — Business address
• 333-282516 (other) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — of Series C Preferred Stock. par value $0.001 per share (" Series C Preferred Stock "
• $43.9 million — gregate purchase price of approximately $43.9 million. On June 7, 2022 and as amended on Ju
• $275 million — d investors to purchase an aggregate of $275 million of the Company's Series D Preferred Sto
• $71.2 million — ers an aggregate of up to approximately $71.2 million consisting of $30 million in cash and $
• $30 million — proximately $71.2 million consisting of $30 million in cash and $41.2 million worth of shar
• $41.2 million — n consisting of $30 million in cash and $41.2 million worth of shares of the Company's Common
• $35,000,000 — ferred Shares in the aggregate value of $35,000,000 from the Company and the Company issued
• $12,945,914 — Exchange Note has a principal amount of $12,945,914. Esousa may elect to convert all or any
• $25,000.00 — $0.001 per share, to the purchaser for $25,000.00 in cash. The Series AA Preferred Stock
• $150 million — e Agreement, whereby the investors paid $150 million for notes convertible into shares of th
• $45 million — shares of Common Stock after receiving $45 million commitment amount under the Series D Pu
• $100 million — such investors' pro rata investment of $100 million in the Company pursuant to the Series D
• $13 million — on Stock were cancelled in exchange for $13 million investment and warrants exercisable for
• $0.52 — of Common Stock at an exercise price of $0.52 per share. On May 14, 2024, the Compa
• $52.6 million — rchase an aggregate principal amount of $52.6 million of 5% Original Issue Discount Senior Se

Filing Documents

• mullenautomotive_s1a3.htm (S-1/A) — 389KB
• mullenautomotive_ex4-2a.htm (EX-4.2(A)) — 20KB
• mullenautomotive_ex5-1.htm (EX-5.1) — 19KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_002.jpg (GRAPHIC) — 2KB
• 0001829126-25-000754.txt ( ) — 827KB
• muln-20240930.xsd (EX-101.SCH) — 3KB
• muln-20240930_def.xml (EX-101.DEF) — 29KB
• muln-20240930_lab.xml (EX-101.LAB) — 82KB
• muln-20240930_pre.xml (EX-101.PRE) — 62KB
• mullenautomotive_s1a3_htm.xml (XML) — 5KB

Other Expenses of Issuance and Distribution

Item 13. Other Expenses of Issuance and Distribution. The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows: EXPENSE AMOUNT SEC registration fee $ 12,767 Legal fees and expenses $ 150,000 Accounting fees and expenses $ 10,000 Printing and engraving expenses $ 5,000 Miscellaneous expenses $ 2,500 $ 180,267

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law (the "DGCL") provides, in general, that a corporation incorporated under the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses. Article VIII of our certificate of incorporation, as amended, states

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities. The following sets forth information regarding all unregistered securities sold by the registrant in the three years preceding the date of this registration statement. Unless otherwise indicated, all issuances of shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), and no underwriting discounts or commissions were paid with respect to the issuance of the securities. Share and price per amount below are not adjusted to reflect reverse stock splits that have been effectuated after such issuances. On January 18, 2022, the Company approved the issuance of an aggregate of 1,908,000 shares of Common Stock to certain employees of the Company. In February 2022, the Company issued 1,000,000 shares of Common Stock to Preferred Management Partners, Inc. On March 24, 2022, the Company issued 428,382 shares of Common Stock to the Company's chief executive officer, David Michery. On March 25, 2022, the Company issued 4,969,357 shares of Series C Preferred Stock. par value $0.001 per share (" Series C Preferred Stock "), and warrants to purchase 17,111,236 shares of Common Stock for an aggregate purchase price of approximately $43.9 million. On June 7, 2022 and as amended on June 23, 2022, the Company entered into a securities purchase agreement (the " Series D Purchase Agreement ") with certain accredited investors to purchase an aggregate of $275 million of the Company's Series D Preferred Stock, par value $0.001 per share (the " Series D Preferred Stock "), and five-year warrants exercisable for shares of Common Stock. On September 7, 2022, in connection with the acquisition of Bollinger Motors, Inc., the Company agreed to pay the sellers an aggregate of up to approximately $71.2 million consisting of $30 million in cash and $41.2 million worth of shares of the Company's Common Stock, equal to 63,599,876 shares.

Exhibits and Financial Statement Schedules

Item 16. Exhibits and Financial Statement Schedules The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference. Incorporated by Reference Filed/ Furnished Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Herewith 2.1+ Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. 8-K 001-34887 2.1 09/08/2022 2.1(a) First Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. 8-K 001-34887 2.1 10/14/2022 2.1(b) First Amendment to the Cash Escrow Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. 8-K 001-34887 2.2 10/14/2022 2.1(c) First Amendment to the Stock Reservation Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. 8-K 001-34887 2.3 10/14/2022 2.2 Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Robert Bollinger. 8-K 001-34887 2.2 09/08/2022 2.3 Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and John Masters. 8-K 001-34887 2.3 09/08/2022 2.4+ Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Seaport Global Asset Management SPV LLC - Series A. 8-K 001-34887 2.4 09/08/2022 2.5+ Asset Purchase Agreement dated September 16, 2022 between the Company and David W. Carickhoff, solely as Cha

View Full Filing

View this S-1/A filing on SEC EDGAR