8-K
Bollinger Innovations, Inc. (BINI)
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): | September 11, 2023 |
|---|
MULLEN AUTOMOTIVE INC.
__________________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-34887 | 86-3289406 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1405 Pioneer Street, Brea, California 92821
(Address, including zip code, of principal executive offices)
| Registrant’s telephone number, including area code | (714) 613-1900 |
|---|
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ☐ | 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)) | |
| --- | --- | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| --- | --- | --- |
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 | MULN | The Nasdaq Stock Market, LLC (Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Mullen has acquired battery production assets from Romeo Power for approximately $3.5 million. See press release in exhibit 99.1 and Bill of Sale in exhibit 99.2.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | **** | Description |
|---|---|---|
| 99.1 | | Press Release – Mullen Acquires Battery Pack Production Assets from Romeo Power |
| 99.2 | | Bill of Sale |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 11, 2023 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer |
Exhibit 99.1
Mullen Acquires Battery Pack Production Assets from Romeo Power
Assets purchased for approximately $3.5M; includes equipment, inventory and IP for high volume EV battery pack production
BREA, Calif., Sept. 11, 2023 -- via InvestorWire -- Mullen Automotive Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an emerging electric vehicle (“EV”) manufacturer, today announced the purchase of battery pack production assets from Romeo Power for approximately $3.5M which includes equipment, inventory and intellectual property for high volume EV battery pack and module production.
The Romeo Power assets include production lines for EV pack assembly and precision R&D module and pack development with associated inventory allowing for production of modules and vehicle battery packs. Additionally the purchased assets include, battery testing and validation equipment, computer numerical control (CNC) equipment for battery pack and module enclosure production. The purchase also included all furniture and fixtures.
Establishing internal capabilities for building the Company’s own battery packs and modules reduces reliance on third-party suppliers and lessens the risk associated with supply chain and component shortages. The Romero assets will be transferred to Mullen’s high-voltage facility in Monrovia, CA., enabling the Company to integrate the assets into its existing facility at a lower cost while enhancing the existing battery pack production capabilities.
“Purchasing the Romeo assets is consistent with our battery pack production path and previous announcements for our high voltage facility in Monrovia, CA. Overall, this purchase further enhances our capabilities for battery pack production right here in California and the U.S.”, said David Michery, CEO and chairman of Mullen Automotive.
About Mullen
Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of electric vehicles (“EVs”) that will be manufactured in its two United States-based assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen I-GO Commercial Urban Delivery EV, Mullen Commercial Class 1-3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. On Sept. 7, 2022, Bollinger Motors became a majority-owned EV truck company
of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on the acquisition of all of Electric Last Mile Solutions' (“ELMS”) assets, including all IP and a 650,000-square-foot plant in Mishawaka, Indiana.
To learn more about the Company, visit www.MullenUSA.com.
Forward-Looking Statements
Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Mullen and are difficult to predict. Examples of such risks and uncertainties include but are not limited to whether the purchase of battery pack production assets will achieve the company’s battery pack production objectives , lessen reliance on third-party suppliers or prove successful to the Company. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Mullen with the Securities and Exchange Commission. Mullen anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Mullen assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Mullen’s plans and expectations as of any subsequent date.
Contact: Mullen Automotive Inc. +1 (714) 613-1900 www.MullenUSA.com
Corporate Communications: InvestorBrandNetwork (IBN) Los Angeles, California www.InvestorBrandNetwork.com 310.299.1717 Office Editor@InvestorBrandNetwork.com
Exhibit 99.2
BILL OF SALE
This Bill of Sale is made and entered into this 6th day of September, 2023, by SG Service Co., LLC, a Delaware limited liability company and solely in its capacity as Assignee for Romeo Power, Inc. (“Seller”), and Mullen Automotive, Inc., a Delaware corporation (“Purchaser”).
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Seller hereby sells, assigns, transfers and sets over to Purchaser all of Seller’s right, title and interest in and to the assets set forth on Exhibit A (Equipment), Exhibit B (Inventory), and Exhibit C (Intellectual Property) hereto (collectively, the “Property”). Seller further quitclaims any right, title and interest it has in and to the Property.
Seller hereby represents and warrants to Purchaser that, to the best of Seller’s knowledge, (A) Seller is the owner of the Property (subject to any rights BorgWarner Inc. (“BorgWarner”) may have including pursuant to that certain Intellectual Property License Agreement dated May 6, 2019 (the “License Agreement”) as indicated in Exhibit C); and (B) Seller has full right, power and authority to sell the Property and to execute and deliver this Bill of Sale. Seller further represents and warrants that, subsequent to the execution of this Bill of Sale, it will have no rights, title, and interest in and to the Property and further covenants that it will make no claims against Purchaser to the Property or for Purchaser’s use thereof.
Purchaser understands, acknowledges and expressly agrees that the Property is being sold and transferred “as is,” “where is,” “with all faults”, that Seller makes no warranties of quality, fitness or merchantability with respect to the Property, and that any warranties that may be implied by law are expressly disclaimed hereby.
Purchaser further acknowledges and expressly agrees that if licenses to third-party platforms are required by Purchaser to access, maintain and utilize the Property, then Purchaser shall be responsible for obtaining any required licenses needed to access such platforms.
Purchaser agrees to indemnify, defend and hold harmless the Seller and Tiger Capital Group, LLC and its successors, permitted assigns, direct and indirect parent corporations, subsidiaries and affiliates, and their respective shareholders, directors, officers, employees, agents and representatives (collectively, the “Seller’s Affiliates”) from and against any and all losses that may at any time hereafter be incurred, suffered, sustained by or imposed upon any one or more of the Seller’s Affiliates resulting from, arising out of, or incurred with respect to, or alleged to result from, arise out of or have been incurred with respect to (a) any breach by the Purchaser of any representation, warranty, covenant or agreement made herein, (b) the ownership or operation of the Property by Purchaser, or any subsequent purchaser of all or any portion of the Property, at any time on or after execution of the Bill of Sale, or (c) any damage to the Cypress, California facility (the “Facility”), the Property or any premises at which the Property is located, the Facility’s premises, or any other personal or real property, or any injury or death to any individual, resulting from any act or failure to act on the part of the Purchaser, any employee, agent or representative of the Purchaser, or any of the
Purchaser’s invitees; provided, however, Purchaser shall have no obligation to indemnity the Seller’s Affiliates to the extent such losses are caused by the gross negligence or willful misconduct of any of the Seller’s Affiliates. This indemnification provision shall survive the Closing of this transaction.
Seller shall cooperate with Purchaser and promptly sign and deliver to Purchaser or its designees any and all such additional documents (including, without limitation, the Trademark Assignment and Patent Assignment attached as Exhibit D and E hereto, respectively), instruments and related information and take actions as Purchaser may reasonably request for the purpose of effecting the transfer of the Property to Purchaser and its designees.
This Bill of Sale is made, executed and delivered subject to, and conditioned on, the mutual execution and delivery, by both Seller and Purchaser.
This Bill of Sale shall inure to the benefit of and be binding upon Seller and its successors and assigns.
This Bill of Sale shall be governed by the laws of the State of California, without regard to its principles of conflict of laws.
2
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed and delivered by its duly authorized representative this 6^th^ the day of September, 2023.
| | Seller: | |
|---|---|---|
| | | |
| | SG SERVICE CO., LLC, solely in its capacity as Assignee for Romeo Power, Inc. | |
| | | |
| | | |
| | By: | /s/ David P. Stapleton |
| | | Name: David P. Stapleton |
| | | Title: Managing Member |
| | | |
| | | |
| | Purchaser: | |
| | | |
| | MULLEN AUTOMOTIVE, INC | |
| | | |
| | | |
| | By: | /s/ David Michery |
| | | Name: David Michery |
| | | Title: Chief Executive Officer |
Exhibit A
Equipment lots 1D to lot 391 as listed on https:/ /www.bidspotter.com/enus/auction-catalogues/ tiger-asset-intelligent/ catalogue- id-bscti10074
Exhibit B
Inventory as it sits on site at 5560 Katella Ave., Cypress, CA 90630 as of September 6, 2023
Exhibit C
Intellectual Property as follows:
| 1. | Trademarks (including all registrations and applications therefor): |
|---|
BANYAN
MENARA
ASPEN
ROMEO POWER (Canada)
BANYAN
MENRA
ASPEN
ROMEO POWER (International Registration)
(Romeo Logo)
ROMEO POWER
| 2. | Patents (granted) |
|---|
U.S. Patent No. 11,742,539
***
| 3. | Subject to any rights BorgWarner may have including pursuant to the License Agreement: |
|---|
Domestic Patents (granted)
10998590
11677109
10720626
11509022
11557800
10818987
Domestic Patents (pending - application)
17/ 966,641
17/ 987,682
Foreign Patents (granted)
CN110178244B
JP7097892B2
KR102480781B1
Foreign Patents (pending - application)
EP3765808A4
EP3560024A1
EP3563439A1
JP2021518647A
KR20200132923A
JP2020503646A
KR20190105012A
JP2022153372A
(the preceding the “Encumbered IP”)
| 4. | All licenses and license rights of Seller in and to the Encumbered IP, including those granted pursuant to the License Agreement. |
|---|---|
| 5. | Seller’s data that is stored on the hard server located in the Facility as well as many other cloud-based locations, including the necessary usernames and passwords and administrative support required, to ensure full and unfettered access by Mullen to the Seller data. This data includes the product data files, including, without limitation, in Catia, the engineering (eBOM) and production (PBOM) Bill of materials, the assembly procedures, quality requirements, BMS software, etc. |
| --- | --- |
Exhibit D
Trademark Assignment
See attached.
TRADEMARK ASSIGNMENT
This TRADEMARK ASSIGNMENT (this “Trademark Assignment”), dated as of September 6, 2023, (the “Effective Date”) is made by and between SG Service Co., LLC, a Delaware limited liability company and solely in its capacity as assignee for Romeo Power, Inc. (“Assignor”), and Mullen Automotive, Inc. (“Assignee”).
WHEREAS, the Assignor and the Assignee are parties to that certain Bill of Sale dated on even date herewith (the “Bill of Sale”) under which Assignor sells certain assets, including the trademarks set forth in Schedule A attached hereto (the “Scheduled Trademarks”)
NOW THEREFORE, pursuant to the Bill of Sale, Assignor and Assignee hereby agree as follows:
Assignment. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably conveys, transfers and assigns to Assignee, and Assignee hereby assumes, all of Assignor’s right, title and interest in and to (i) the trademark registrations identified and set forth in Schedule A and all trademarks, trade names, logos, and graphics that are the subject thereof or that are variations of any of the foregoing, including without limitation, and all common law rights associated with the foregoing; and (ii) all extensions and renewals thereof, in each case whether arising under the laws of the United States, any other country, or any treaty regime (collectively, items (i) and (ii) are referred to herein as the “Assigned Trademark Rights”), together with the goodwill of the business connected with the use of, and symbolized by, the Assigned Trademark Rights. Assignee hereby accepts all of the foregoing assignments, transfers and conveyances.
Recordation and Further Actions . Assignor hereby authorizes the Commissioner for Trademarks in the United States Patent and Trademark Office and similar governmental and registration authorities to record and register this Trademark Assignment upon request by Assignee.
3.Successors and Assigns . This Trademark Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
4.Third Partv Beneficiaries . Nothing in this Trademark Assignment is intended to or shall confer upon any person other than the parties and their respective successors and assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Trademark Assignment or any transaction contemplated by this Trademark Assignment.
5.Governing Law . This Trademark Assignment and the rights and obligations of the parties shall be governed by and shall be enforced and interpreted in accordance with the laws of California without regard to conflicts of law doctrines.
6.Counterparts . This Trademark Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies (facsimile or original) of signatures to this Trademark Assignment shall be deemed to be originals and shall be binding to the same extent as original signatures.
[Signature page follows]
IN WITNESS WHEREOF, Assignor and Assignee have duly executed and delivered this Trademark Assignment as of the Effective Date.
| | ASSIGNOR: | |
|---|---|---|
| | | |
| | SG Service Co., LLC, solely in its capacity as assignee for Romeo Power, Inc. | |
| | | |
| | | |
| | By: | /s/ David P. Stapleton |
| | Name: David P. Stapleton | |
| | Title: Managing Member | |
| | | |
| | | |
| | ASSIGNEE: | |
| | | |
| | Mullen Automotive, Inc. | |
| | | |
| | | |
| | By: | /s/ David Michery |
| | Name: David Michery | |
| | Title: CEO |
Schedule A
| Jurisdiction | Trademark | Application No. | Filing Date | Registration No. | Registration Date | Registrant |
|---|---|---|---|---|---|---|
| US Federal | Design Only<br><br> |
97038245 | September 21, 2021 | 6876845 | October 18, 2022 | Romeo Power, Inc. |
| US Federal | ROMEO POWER | 97036030 | September 20, 2021 | 6888211 | November 1, 2022 | Romeo Power, Inc. |
| Canada | ASPEN | 2183966 | April 6, 2022 | Romeo Power, Inc. | ||
| Canada | BANYAN | 2185212 | April 6, 2022 | Romeo Power, Inc. | ||
| Canada | MENARA | 2186640 | April 6, 2022 | Romeo Power, Inc. | ||
| Canada | ROMEO POWER | 2182211 | March 21, 2022 | Romeo Power, Inc. | ||
| Mexico | No Text Elements<br><br> |
M2744306 | March 21, 2022 | Romeo Power, Inc. | ||
| Mexico | No Text Elements<br><br> |
M2744307 | March 21, 2022 | Romeo Power, Inc. |
| Jurisdiction | Trademark | Application No. | Filing Date | Registration No. | Registration Date | Registrant |
|---|---|---|---|---|---|---|
| Mexico | ASPEN | M2744289 | April 6, 2022 | | | Romeo Power, Inc. |
| Mexico | BANYAN | M2750469 | April 6, 2022 | | | Romeo Power, Inc. |
| Mexico | MENARA | M2757597 | April 6, 2022 | | | Romeo Power, Inc. |
| Mexico | ROMEO POWER | M2741489 | March 21, 2022 | 2481242 | December 1, 2022 | Romeo Power, Inc. |
| Mexico | ROMEO POWER | M2741490 | March 21, 2022 | | | Romeo Power, Inc. |
| WIPO Canada, EU, Mexico, UK | ASPEN<br><br>ASPEN | | | 1659376 | April 6, 2022 | Romeo Power, Inc. |
| WIPO Canada, EU, Mexico, UK | BANYAN<br><br>BANYAN | | | 1660192 | April 6, 2022 | Romeo Power, Inc. |
| WIPO Canada, EU, Mexico, UK | MENARA<br><br>MENARA | | | 1661302 | April 6, 2022 | Romeo Power, Inc. |
| Jurisdiction | Trademark | Application No. | Filing Date | Registration No. | Registration Date | Registrant |
|---|---|---|---|---|---|---|
| WIPO Canada, EU, Mexico, UK | ROMEO POWER<br><br><br><br>[ILLEGIBLE] | | | 1658125 | March 21, 2022 | Romeo Power, Inc. |
| India | ROMEO POWER and Design<br><br><br><br>[ILLEGIBLE] | 3351751 | February 8, 2016 | | | Romeo Systems, Inc. |
Exhibit E
Patent Assignment
See attached.
PATENT ASSIGNMENT
This PATENT ASSIGNMENT (this “Patent Assignment”), dated as of September 6, 2023, (the “Effective Date”) is made by and between SG Service Co., LLC, a Delaware limited liability company and solely in its capacity as assignee for Romeo Power, Inc. (“Assignor”), and Mullen Automotive, Inc. (“Assignee”).
WHEREAS, the Assignor and the Assignee are parties to that certain Bill of Sale dated on even date herewith (the “Bill of Sale”) under which Assignor sells certain assets, including the patents set forth in Schedule A attached hereto (the “Scheduled Patents”)
NOW THEREFORE, pursuant to the Bill of Sale, Assignor and Assignee hereby agree as follows:
1.Assignment . For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby irrevocably assigns, transfers and conveys unto Assignee, its successors and permitted assigns, such Assignor’s entire right, title and interest in and to the Scheduled Patents (subject to any encumbrances thereon referenced in the Bill of Sale), and in and to any continuations, continuations-in-part, renewals, reexaminations, reissues, divisionals, substitutions, extensions, PCT and foreign counterparts thereof, and all priority rights pursuant to any international agreement, including the International Convention for the Protection of Industrial Property, as amended, the Paris Convention, and the Patent Cooperation Treaty, for the assigned patents set forth below, together with the right to sue for past, present or future infringements thereof and to recover damages and obtain all other remedies in respect to any such infringements thereof (collectively, the “Assigned Patents”). This Patent Assignment may be recorded with any governmental body in order to perfect the ownership interest of Assignee. Assignee hereby accepts all of the foregoing assignments, transfers and conveyances.
2.Recordation and Further Actions . Assignor hereby authorizes the Commissioner for Patents in the United States Patent and Trademark Office and similar governmental and registration authorities to record and register this Patent Assignment upon request by Assignee.
3.Successors and Assigns . This Patent Assignment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
4.Third Party Beneficiaries . Nothing in this Patent Assignment is intended to or shall confer upon any person other than the parties and their respective successors and assigns, any rights, benefits or remedies of any nature whatsoever under or by reason of this Patent Assignment or any transaction contemplated by this Patent Assignment.
5.Governing Law . This Patent Assignment and the rights and obligations of the parties shall be governed by and shall be enforced and interpreted in accordance with the laws of the California, without regard to conflicts of law doctrines.
6.Counterparts . This Patent Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Copies (facsimile or original) of signatures to this Patent Assignment shall be deemed to be originals and shall be binding to the same extent as original signatures.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Patent Assignment as of the Effective Date.
| | | |
|---|---|---|
| | ASSIGNOR: | |
| | | |
| | SG Service Co., LLC, solely in its capacity as assignee for Romeo Power, Inc. | |
| | | |
| | | |
| | By: | /s/ David P. Stapleton |
| | Name: David P. Stapleton | |
| | Title: Managing Member | |
| | | |
| | | |
| | ASSIGNEE: | |
| | | |
| | Mullen Automotive, Inc. | |
| | | |
| | | |
| | By: | /s/ David Michery |
| | Name: David Michery | |
| | Title: CEO |
Schedule A
Assigned Patents
| Country | App Number | Patent Number |
|---|---|---|
| US | | 11742539 |
| US | | 10998590 |
| US | | 11677109 |
| US | | 10720626 |
| US | | 11509022 |
| US | | 11557800 |
| US | | 10818987 |
| US | 17/966,641 | |
| US | 17/987,682 | |
| CN | | CN110178244B |
| JP | | JP7097892B2 |
| KR | | KR102480781B1 |
| EP | EP3765808A4 | |
| EP | EP3560024A1 | |
| EP | EP3563439A1 | |
| JP | JP2021518647A | |
| KR | KR20200132923A | |
| JP | JP2020503646A | |
| KR | KR20190105012A | |
| JP | JP2022153372A | |