UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 3.02. Unregistered Sales of Equity Securities.
On August 27, 2024, pursuant to the common stock purchase agreement dated May 21, 2024 (the “Purchase Agreement”) between Esousa Holdings LLC (the “Investor”) and Mullen Automotive Inc. (the “Company”), as previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2024, the Company issued 13,816,105 shares of common stock to the Investor as “Commitment Shares.” The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Investor represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).
Between August 12 and 21, 2024, the Company issued an aggregate of 3,714,515 shares of common stock pursuant to the terms of the Settlement Agreement and Stipulation dated May 13, 2024 with Silverback Capital Corporation, which is further described in the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2024. The issuance of such shares is 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.
Item 8.01. Other Events.
As of August 29, 2024, a total of 158,909,504 shares of the Company’s common stock, par value $0.001 per share, were issued and outstanding.
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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: August 30, 2024 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
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