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): | April 29, 2025 |
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MULLEN AUTOMOTIVE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34887 | 86-3289406 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission<br> File Number) | (IRS Employer<br> 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 |
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(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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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<br> (Nasdaq Capital Market) |
| Rights to Purchase Series A-1 Junior Participating Preferred Stock | None | The Nasdaq Stock Market, LLC<br><br> <br>(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 1.01 | Entry into a Material Definitive Agreement. |
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The information set forth under “Item 3.03 Material Modificationto Rights of Security Holders” of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.
| Item 3.03 | Material Modification To Rights of Security Holders. |
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On April 29, 2025, Mullen Automotive Inc. (the “Company”) entered into a Second Amendment (the “Amendment”) to the Rights Agreement, dated as of May 1, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent (as amended by that certain First Amendment, dated as of February 5, 2025, the “Rights Agreement”). The Amendment extends the Final Expiration Date of the Rights Agreement until May 1, 2026, unless the Rights are earlier redeemed or exchanged by the Company. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference into this Item 3.03.
| Item 8.01 | Other Events. |
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As of May 1, 2025, the Company had 17,002,721 shares of common stock outstanding.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 4.1 | Second Amendment, dated April 29, 2025, to Rights Agreement, dated as of May 1, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: May 2, 2025 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer |
2
Exhibit 4.1
SECOND AMENDMENT
TO
RIGHTS AGREEMENT
This Second Amendment to Rights Agreement dated as of April 29, 2025 (the “Amendment”) amends that certain Rights Agreement, dated as of May 1, 2024, as amended on February 5, 2025 by the First Amendment, (collectively, the “Rights Agreement”), between Mullen Automotive Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company, as Rights Agent (the “Rights Agent”).
WHEREAS, the Company wishes to amend the “Final Expiration Date” set forth in the Rights Agreement to be May 1, 2026;
WHEREAS, Section 27 of the Rights Agreement permits the Company, from time to time and in its sole and absolute discretion, to amend any provision of the Rights Agreement in any respect without the approval of any registered holders of the Rights, including, without limitation, in order to otherwise change, amend, or supplement any provisions thereunder in any manner that the Company may deem necessary or desirable, and that any supplement or amendment that does not amend Section 18, Section 19, Section 20, or Section 21 thereof in a manner adverse to the Rights Agent shall become effective immediately upon execution by the Company, whether or not also executed by the Rights Agent; and
WHEREAS, this Amendment is in compliance with the terms of Section 27 of the Rights Agreement.
NOW THEREFORE, in consideration of the premises set forth above, the parties hereby agree as follows:
- Section 1(bb) of the Rights Agreement shall be amended and restated as follows:
“(bb) “Final Expiration Date” shall mean May 1, 2026**.**”
2. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Rights Agreement shall remain in full force and effect in accordance with their respective terms. As used in the Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereunder,” “hereto” and words of similar import shall mean and refer to, from and after the date of this Amendment, unless the context otherwise requires, the Rights Agreement as amended by this Amendment.
3. This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
4. Capitalized terms used but not otherwise defined herein shall have the meaning as set forth in the Rights Agreement (as amended hereby).
5. This Amendment may be executed in one or more counterparts, and signature pages may be delivered by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective upon its execution by the parties hereto.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| MULLEN AUTOMOTIVE INC. | ||
|---|---|---|
| By | /s/ David Michery | |
| Name: | David Michery | |
| Title: | President and Chief Executive Officer | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY<br><br> <br>as Rights Agent | ||
| By | /s/ Henry Farrell | |
| Name: | Henry Farrell | |
| Title: | Vice President |
[Signature Page to Second Amendment to Rights Agreement]