Mullen Automotive Inc. Announces Reverse Stock Split Effective Feb. 18, 2025
Rhea-AI Summary
Mullen Automotive (NASDAQ: MULN) has announced a 1-for-60 reverse stock split effective Feb. 18, 2025, at 12:01 a.m. Eastern Time. The primary goal is to comply with Nasdaq's $1.00 minimum bid price requirement for continued listing. The stock will continue trading under the MULN symbol with a new CUSIP number 62526P604.
The reverse split was approved by stockholders at a Special Meeting on Jan. 31, 2025, authorizing a range of 1-for-2 to 1-for-100, with the board selecting 1-for-60. The split will automatically convert every 60 current shares into one new share. Proportional adjustments will be made to equity awards, warrants, convertible notes, and preferred stock conversion prices. No fractional shares will be issued, with all fractions rounded up to the nearest whole share.
Positive
- Potential to maintain Nasdaq listing compliance through meeting $1.00 minimum bid requirement
Negative
- Significant 1-for-60 share consolidation indicating severe price deterioration
- No guarantee of meeting minimum bid price requirement despite reverse split
- Potential negative market perception of reverse splits as defensive measures
Insights
This 1-for-60 reverse split represents a critical juncture for Mullen Automotive, revealing significant underlying challenges. The extreme ratio chosen - at the higher end of the authorized range - signals severe downward pressure on the stock price that has necessitated such drastic action. While technically neutral in terms of market value, reverse splits of this magnitude often indicate deep-seated financial difficulties.
The compliance strategy carries substantial risks. Historical data shows that companies implementing reverse splits, particularly at such high ratios, frequently struggle to maintain the new price levels. The immediate mathematical effect will boost the share price above Nasdaq's
Several technical implications warrant attention:
- The new CUSIP number (62526P604) will require updates to trading systems and broker platforms
- The rounding up of fractional shares could create a minor increase in some investors' relative positions
- The preservation of the authorized share count despite the split maintains future financing flexibility
Notably, the company's decision not to adjust the 2022 Equity Incentive Plan reserves proportionally could lead to increased dilution potential relative to the post-split share count. This detail, combined with the maintenance of authorized shares, suggests possible future capital raising activities.
The automatic nature of the conversion process through Continental Stock Transfer & Trust Company minimizes operational disruption, but investors should verify their positions post-split, particularly those holding derivative securities which will require proportional adjustments.
BREA, Calif., Feb. 13, 2025 (GLOBE NEWSWIRE) -- via IBN -- Mullen Automotive Inc. (NASDAQ: MULN) (“Mullen” or the “Company”), an electric vehicle (“EV”) manufacturer, announced today that it will effect a 1-for-60 reverse stock split (“Reverse Stock Split”) of its common stock, par value
The Reverse Stock Split is primarily intended to bring the Company into compliance with the
At the Company’s Special Meeting of Stockholders held on Jan. 31, 2025, the Company’s stockholders approved a proposal to authorize a reverse stock split of the Company’s Common Stock, at a ratio within the range of 1-for-2 to 1-for-100. The Company’s board of directors approved a 1-for-60 reverse split ratio, and the Company will file a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split effective Feb. 18, 2025.
The 1-for-60 Reverse Stock Split will automatically combine and convert 60 current shares of the Company’s Common Stock into one issued and outstanding share of Common Stock. Proportional adjustments also will be made to outstanding equity awards, warrants and convertible notes, and certain existing agreements pursuant to their terms; however, pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended, the number of shares then reserved for issuance under such plan will not be adjusted based upon the Reverse Stock Split ratio. Proportionate adjustments will also be made to the per share conversion price of the Company’s series of preferred stock, pursuant to their respective terms. The Reverse Stock Split will not change the par value of the Common Stock nor the authorized number of shares of Common Stock, preferred stock or any series of preferred stock.
No fractional shares will be issued in connection with the Reverse Stock Split. All fractional shares will be rounded up to the nearest whole share. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity (other than as a result of the rounding of shares to the nearest whole share in lieu of issuing fractional shares).
The Company’s transfer agent, Continental Stock Transfer & Trust Company, will serve as exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
About Mullen
Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of commercial EVs with two United States-based vehicle plants located in Tunica, Mississippi, (120,000 square feet) and Mishawaka, Indiana (650,000 square feet). In August 2023, Mullen began commercial vehicle production in Tunica. As of January 2024, both the Mullen ONE, a Class 1 EV cargo van, and Mullen THREE, a Class 3 EV cab chassis truck, are California Air Resource Board (“CARB”) and EPA certified and available for sale in the U.S. The Company has also recently expanded its commercial dealer network to seven dealers, which includes Pape Kenworth, Pritchard EV, National Auto Fleet Group, Ziegler Truck Group, Range Truck Group, Eco Auto, and Randy Marion Auto Group, providing sales and service coverage in key West Coast, Midwest, Pacific Northwest, New England and Mid-Atlantic markets.
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 how Mullen’s stock will perform after the Reverse Stock Split, Mullen’s ability to timely implement the Reverse Stock Split, the success of the Reverse Stock Split, and Mullen’s ability to regain compliance with Nasdaq Listing standards. Additional examples of such risks and uncertainties include but are not limited to: (i) Mullen’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Mullen's ability to maintain existing, and secure additional, contracts with manufacturers, parts and other service providers relating to its business; (iii) Mullen’s ability to successfully expand in existing markets and enter new markets; (iv) Mullen’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Mullen’s business; (viii) changes in government licensing and regulation that may adversely affect Mullen’s business; (ix) the risk that changes in consumer behavior could adversely affect Mullen’s business; (x) Mullen’s ability to protect its intellectual property; and (xi) local, industry and general business and economic conditions. 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
FAQ
When will Mullen's (MULN) 1-for-60 reverse stock split take effect?
What happens to MULN shareholders' existing shares after the reverse split?
Why is Mullen (MULN) implementing a reverse stock split?
Will MULN's stock symbol change after the reverse split?
What adjustments will be made to MULN's outstanding securities?
