BINI 8-K
Bollinger Innovations, Inc. (BINI)
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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Securities registered pursuant to Section 12(b) of the Act:
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| The (Nasdaq Capital Market) | ||||
| The (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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On September 25 and 27, 2024, pursuant to the terms of the Securities Purchase Agreement dated May 14, 2024 between Mullen Automotive Inc. (the “Company”) and certain investors (the “Securities Purchase Agreement”), which was previously disclosed in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 14, 2024 (the “Form 10-Q”), certain investors partially exercised the additional investment right and purchased additional 5% Original Issue Discount Senior Secured Notes that are convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the initial aggregate principal amount of approximately $12.5 million (or $11.9 million excluding the 5% original issue discount) (the “Notes”) and also received five-year warrants exercisable on a cash basis for an aggregate of 46,664 shares of Common Stock (the “Warrants”). The Warrants may also be exercised on a cashless basis pursuant to the formula set forth therein and as further described in the Form 10-Q. The Notes and Warrants have the same terms and conditions as the previously issued notes and warrants as described in the Form 10-Q.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure required by this Item is included above in Item 2.03 of this Current Report on Form 8-K and is incorporated herein by reference. The Notes and Warrants issued to the investors pursuant to the Securities Purchase Agreement, and upon conversion or exercise, as applicable, the shares of Common Stock will be issued pursuant to the exemption from registration for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended.
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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: October 1, 2024 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
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