0001493152-15-002627.txt : 20150624 0001493152-15-002627.hdr.sgml : 20150624 20150624172522 ACCESSION NUMBER: 0001493152-15-002627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150618 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20150624 DATE AS OF CHANGE: 20150624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Saleen Automotive, Inc. CENTRAL INDEX KEY: 0001528098 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 452808694 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55236 FILM NUMBER: 15950037 BUSINESS ADDRESS: STREET 1: 2735 WARDLOW ROAD CITY: CORONA STATE: CA ZIP: 92882 BUSINESS PHONE: 800-888-8945 MAIL ADDRESS: STREET 1: 2735 WARDLOW ROAD CITY: CORONA STATE: CA ZIP: 92882 FORMER COMPANY: FORMER CONFORMED NAME: Saleen Automotive, INC. DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: W270, INC. DATE OF NAME CHANGE: 20110816 8-K 1 form8-k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report:

(Date of earliest event reported)

 

June 18, 2015

 

 

 

Saleen Automotive, Inc.

(Exact name of registrant as specified in charter)

 

Nevada

(State or other Jurisdiction of Incorporation)

 

333-176388

   45-2808694
(Commission File Number)   (IRS Employer Identification No.)

 

2375 Wardlow Road

Corona, CA 92882

(Address of Principal Executive Offices and zip code)

 

(800) 888-8945

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Item 3.02 Unregistered Sales of Equity Securities.

  

On June 22, 2015, we issued to Molly Saleen, Inc., dba Mollypop, 19,007.777 shares of our Super Voting Preferred Stock to reimburse Mollypop for $34,214 of merchandise purchased by Mollypop on our behalf. Molly Saleen, the Chief Executive Officer of Mollypop, is the daughter of Steve Saleen, our Chief Executive Officer and President. On June 22, 2015, we also issued 63,000 shares of our Super Voting Preferred Stock to Michaels Law Group, APLC (“MLG”) as a retainer for legal services to be provided by MLG in connection with various outstanding claims and suits in which we are the plaintiff, and for other legal matters. Jonathan Michaels, the founding member of MLG, previously served as a member of our board of directors and as our general counsel.

 

The per share price of our Super Voting Preferred Stock issued to Mollypop and MLG was based on the conversion ratio of our Super Voting Preferred Stock into 1,000 shares of our common stock, multiplied by the per share closing price ($0.0018) of our common stock as of June 19, 2015, the date the issuance was approved by our Board of Directors. We issued the aforementioned shares in a private placement, exempt from the registration requirements of the Securities Act of 1993, as amended, to accredited investors.

 

Except for the transactions above and any previously disclosed transactions with MLG, none of our company nor its subsidiaries had any material relationship with either Mollypop or MLG.

 

 
 

 

SIGNATURE

 

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.

 

  SALEEN AUTOMOTIVE, INC.
     
Date: June 24, 2015 By: /s/ Steven Saleen
    Steven Saleen
    Chief Executive Officer