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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 18, 2025 |
BOLLINGER INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-34887 |
|
86-3289406 |
(State or other jurisdiction
of 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 |
|
BINI |
|
The Nasdaq Stock Market, LLC
(Nasdaq Capital Market) |
| Rights to Purchase Series A-1 Junior Participating Preferred Stock |
|
None |
|
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 1.01. |
Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On September 18, 2025 (the “Execution
Date”), Bollinger Innovations, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities
Purchase Agreement”), with an investor, pursuant to which upon the terms and subject to the conditions contained therein, the
investor agreed to purchase upon execution an aggregate principal amount of approximately $4.1 million (of which approximately $368 thousand
was effectively purchased on August 27, 2025 and approximately $1.6 million was effectively purchased on September 4, 2025)
of 5% Original Issue Discount Secured Notes (each, a “Note” and collectively, the “Notes”) convertible
into shares of common stock, par value $0.001 per share (the “Common Stock”), and five-year warrants exercisable for
shares of Common Stock (the “Warrants”).
For a period beginning on the Execution Date and ending
on the one year anniversary from the later of (i) the date a registration statement covering all registrable securities is declared effective
or (ii) the date the Company has obtained Stockholder Approval (as defined below), the investor has investment rights to purchase from
time to time additional Notes in the aggregate principal amount of up to approximately $4.1 million and related Warrants on the same terms
and conditions as applicable to the purchase and sale of the Note in the principal amount of $2.1 million which was issued on September 18,
2025 and the related Warrants.
During the period commencing on the Execution Date
and ending on the date immediately following the 90th day after the latest of: (i) the Execution Date, (ii) the date on which a registration
statement (or registration statements) registering for resale all registrable securities has been declared effective by the Securities
and Exchange Commission (the “SEC”) and (iii) the date on which Stockholder Approval (as defined below) is obtained
(the “Restricted Period”), the Company has agreed, with certain exceptions, not to directly or indirectly issue, offer,
sell, or otherwise dispose of (or make any announcement) any equity security or any equity-linked or related security, any convertible
securities, debt (with or related to equity), any preferred stock or any purchase rights. The Company also agreed not to enter into any
fundamental transaction, such as a merger, sale of more than 50% of the outstanding voting shares, sale of substantially all assets, or
business combination, unless the successor entity assumes all of the obligations of the Company under the Notes and Warrants and the other
transaction documents.
The Notes and Warrants are not convertible to the
extent that the holder or any of its affiliates would beneficially own in excess of 9.9% of the Common Stock. Plus, the Notes and Warrants
are not convertible to the extent the aggregate number of shares of Common Stock issued in connection with the conversion of all Notes
and Warrants at any time exceeds 19.9% of the total number of shares of Common Stock outstanding or of the voting power of the Common
Stock outstanding as of the Execution Date (the “Exchange Cap”), unless the Company obtains Stockholder Approval (as
defined below) in compliance with Nasdaq Listing Rule 5635(d). The Company has agreed to hold a meeting of its stockholders within
40 days of the Execution Date for the purpose of obtaining stockholder approval (the “Stockholder Approval”) for the
issuance of all of the shares issuable upon conversion of the Notes or exercise of the Warrants in excess of the Exchange Cap.
Description of the Notes
The Notes accrue interest at a rate of 15% per annum,
have an original issue discount of 5% and mature four months from the date of issuance. As security for payment of the amounts due and
payable under the Notes, the Company granted a continuing security interest in all of its right, title and interest in its assets, whether
owned, existing, acquired or arising and wherever located.
The outstanding principal and accrued but unpaid interest
on the Note in the principal amount of approximately $2.1 million dated September 18, 2025, may be converted by the holder into shares
of Common Stock at the lower of (i) $12.50 (based on $0.05 and as adjusted to give effect to the Reverse Stock Split, as defined below
in Item 5.03 of this Form 8-K), (ii) 95% of the closing sale price of the Common Stock on the date that the initial registration statement
is declared effective, or (iii) 95% of the lowest daily volume weighted average price in the five trading days prior to such conversion
date, provided, that the conversion price will not be less than $0.01 per share, not subject to adjustment.
The outstanding principal and accrued but unpaid interest
on the Note in the principal amount of approximately $1.6 million dated September 4, 2025, may be converted by the holder into shares
of Common Stock at the lower of (i) $47.50 (based on $0.19 and as adjusted to give effect to the Reverse Stock Split), (ii) 95% of the
closing sale price of the Common Stock on the date that the initial registration statement is declared effective, or (iii) 95% of the
lowest daily volume weighted average price in the five trading days prior to such conversion date, provided, that the conversion price
will not be less than $0.04 per share, not subject to adjustment.
The outstanding principal and accrued but unpaid interest
on the Note in the principal amount of approximately $368 thousand dated August 27, 2025, may be converted by the holder into shares
of Common Stock (collectively, with the as-converted shares of Common Stock from the Note purchased on September 18, 2025 and the
Note purchased on September 4, 2025, the “Note Shares”) at the lower of (i) $72.50 (based on $0.29 and as adjusted
to give effect to the Reverse Stock Split), (ii) 95% of the closing sale price of the Common Stock on the date that the initial registration
statement is declared effective, or (iii) 95% of the lowest daily volume weighted average price in the five trading days prior to such
conversion date, provided, that the conversion price will not be less than $0.06 per share, not subject to adjustment.
Upon any event of default, the interest rate automatically
increases to 20% per annum. An event of default includes failure to obtain Stockholder Approval within 40 calendar days after the closing
date for the initial closing; failure to maintain sufficient reserves of authorized and unissued Common Stock to redeem 250% of the maximum
number of shares issuable upon conversion of all the Notes then outstanding; failure to timely deliver, or remove any restrictive legend
from, the shares upon conversion of the Note for a period of five business days; failure to pay any amount due under the Note or any other
related transaction document; the occurrence of any default under or acceleration prior to maturity of any indebtedness (with certain
exclusions) in an aggregate amount in excess of $300,000, subject to any cure or grace period provided, or a payment default under any
such indebtedness, if such default remains uncured for a period of 10 consecutive trading days; bankruptcy, insolvency, reorganization
or liquidation proceedings or other proceedings, a judgment, settlement or any other satisfaction of any claim pursuant to any litigation,
with respect to the payment of cash, securities and/or other assets with an aggregate fair value in excess of $300,000; the Company breaches
any representation or warranty; and failure to file annual or quarterly reports within the required periods.
Description of the Warrants
In connection with the issuance of the Notes, the
holder also received 5-year Warrants exercisable for shares of Common Stock, subject to further adjustment (the “Warrant Shares”).
The Warrants provide for cashless exercise pursuant to which the holder will receive upon exercise a “net number” of shares
of Common Stock determined according to the following formula:
Net Number = (A x B) / C
For purposes of the foregoing formula:
| A = | The total number of shares with respect to which the Warrant
is then being exercised. |
| B = | The Black Scholes Value (as described below). |
| C = | The lower of the two Closing Bid Prices of the Common Stock
in the two days prior the time of such exercise (as such Closing Bid Price is defined therein), but in any event not less than $0.07
(not subject to adjustment). |
For purposes of the cashless exercise, “Black
Scholes Value” means the Black Scholes value of an option for one share of Common Stock at the date of the applicable cashless exercise,
as such Black Scholes value is determined, calculated using the Black Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg utilizing (i) an underlying price per share equal to the Exercise Price, as adjusted, (ii) a risk-free interest
rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the Exercise Price in effect at the time of the applicable
Cashless Exercise, (iv) an expected volatility equal to 135%, and (v) a deemed remaining term of the Warrant of five years (regardless
of the actual remaining term of the Warrant).
The Company will have the option to require the holder
to exercise the Warrants for cash, if, at any time, the following conditions are met: (i) the registration statement covering the securities
has been declared effective is effective and available for the resale of the securities and no stop-order has been issued nor has the
SEC suspended or withdrawn the effectiveness of the registration statement; (ii) the Company is not in violation of any of the rules,
regulations or requirements of, and has no knowledge of any facts or circumstances that could reasonably lead to suspension in the foreseeable
future on, the principal market; and (iii) the VWAP for each trading day during the 10 trading day period immediately preceding
the date on which the Company elects to exercise this option is 250% above the exercise price.
Other Terms of Notes and Warrants
The Company is required to reserve out of authorized
and unissued shares a number of shares of Common Stock equal to 250% of the maximum number of shares of Common Stock that are issuable
upon conversion of the Notes and exercise of the Warrants. If the Company fails to timely deliver shares upon conversion of the Notes
or exercise of the Warrants, the Company will be required to either (A) pay the holder in cash for each trading day on which shares are
not delivered 5% of the product of the number of shares not so issued multiplied by the closing sale price of the Common Stock on the
trading day immediately preceding the required delivery date, or (B) if the holder purchases shares of Common Stock in anticipation of
delivery of shares upon conversion of the Note or exercise of the Warrant, as applicable, cash in an amount equal to holder’s total
purchase price of such shares. If the Company fails to timely deliver Note Shares of Warrant Shares, then, at the sole discretion of the
holder, the Company will pay in cash to such holder on each trading day after the delivery date an amount equal to 1% of the product of
the number of shares of Common Stock not so delivered multiplied by the closing sale price of the Common Stock on the trading day immediately
preceding such delivery date or pay a buy-in price.
The exercise price and number of shares issuable upon
conversion of the Notes or exercise of the Warrants, as applicable, will further be adjusted upon the occurrence of certain events and
holders will be allowed to participate in certain issuances and distributions (subject to certain limitations and restrictions), including
certain stock dividends and splits, dilutive issuances of additional Common Stock, and dilutive issuances of, or changes in option price
or rate of conversion of, options or convertible securities, as well as the issuance of purchase rights or distributions of assets.
If, during the Restricted Period, the Company effects
a subsequent financing, including the issuance of options and convertible securities, any Common Stock, issued or sold or deemed to have
been issued or sold for a consideration per share less than a price equal to the current conversion price of the Notes or exercise price
of the Warrants (a “Dilutive Issuance”), then immediately after such issuance, the conversion price or exercise price,
as applicable, will be reduced (and in no event increased) to the price per share as determined in accordance with the following formula:
EP2 = EP1 x (A + B) / (A + C)
For purposes of the foregoing formula:
| A = | The total number of Note Shares/Warrant Shares with respect
to which the Note may be converted or the Warrant may be exercised. |
| B = | The total number of shares of Common Stock that would be
issued or issuable under the Dilutive Issuance if issued at a per share equal to EP1. |
| C = | The total number of shares of Common Stock actually issued
or issuable under the Dilutive Issuance. |
| EP1 = | The Conversion Price or Exercise Price, as applicable, in
effect immediately prior to a Dilutive Issuance. |
| EP2 = | The Conversion Price or Exercise Price, as applicable, immediately after such Dilutive
Issuance; provided, however, that such price shall in no event be less than $0.01 or $0.02, as applicable, per share of Common
Stock (not subject to adjustment) with respect to the Note or $0.01, per share of Common Stock (not subject
to adjustment) with respect to the Warrant. |
The Notes and Warrants provide for certain purchase
rights whereby if the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities
or other property pro rata to the record holders of any class of Common Stock, then the holder will be entitled to acquire such purchase
rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon complete exercise
of the Warrant.
Registration Rights Agreement
In connection with the Securities Purchase Agreement,
the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), dated as of September 18,
2025, with the investor, pursuant to which the Company agreed to prepare and file one or more registration statements with the SEC covering
the resale of all registrable securities no later than 10 days after the closing date (the “Filing Deadline”), and
to have the initial registration statement declared effective the earlier of 40 days after the closing date (or 15 days for any additional
registration statement) and the second business day after the Company is notified by the SEC that such registration statement will not
be “reviewed” or will not be subject to further review (the “Effectiveness Deadline”). The Company also
agreed to provide certain piggyback registration rights to the investor. In addition, pursuant to the Registration Rights Agreement, the
Company is required to use its reasonable best efforts to keep the registration statement continuously effective from the date on which
the SEC declares the registration statement to be effective until such date that all Registrable Securities (as such term is defined in
the Registration Rights Agreement) covered by the registration statement have been sold pursuant to a registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), under Rule 144 as promulgated by the SEC under the
Securities Act (“Rule 144”), or otherwise shall have ceased to be “Registrable Securities” (as defined
therein). With certain exceptions, the Company may not file another registration statement that does not relate to the Registrable Securities
until the 30th day anniversary of the first date on which the resale by the investor is covered by one or more registration statement.
In the event that (i) the Company fails to file a
registration statement by the Filing Deadline, (ii) a registration statement is not declared effective on or prior to the Effectiveness
Deadline, (iii) sales cannot be made pursuant to the registration statement or the prospectus contained therein is not properly available
for any reason for more than five consecutive calendar days or more than an aggregate of 10 calendar days during any 12-month period,
or (iv) a registration statement is not effective for any reason or the prospectus contained therein is not properly available for use
for any reason, and the Company fails to file with the SEC any required reports under the Exchange Act, then the Company has agreed (unless
the registrable securities are freely tradable pursuant to Rule 144) to make payments to each investor as liquidated damages in an
amount equal to 1.5% of such investor’s total committed purchase price for the registrable securities affected by such failure and
an additional 1.5% on every 30 day anniversary, with a maximum of 12 payments (except with respect to clause (iv)). Such payments will
bear interest at the rate of 10% per month (prorated for partial months) until paid in full and may be paid in shares of Common Stock
at the option of the Company.
The Company and the investor have granted each other
customary indemnification rights in connection with the Registration Rights Agreement.
The foregoing descriptions of the Securities Purchase
Agreement, Notes, Warrants and Registration Rights Agreement are qualified in their entirety by reference to the full text of such documents,
copies of which are attached hereto as Exhibits 10.1, 10.1(a), 10.1(b), and 10.1(c), respectively, and each of which is incorporated herein
in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of
such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations
agreed upon by the contracting parties.
|
Item 2.03. |
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure required by this Item is included above
in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.
|
Item 3.02. |
Unregistered Sales of Equity
Securities. |
The disclosure required by this Item is included above
in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference. The Notes and Warrants have been, and the issuance
of the Notes and Warrants pursuant to the Securities Purchase Agreement will be, issued, and upon conversion or exercise thereof, as applicable,
the shares of Common Stock will be issued, pursuant to an exemption from the registration requirements of the Securities Act, pursuant
to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act.
| Item 3.03 |
Material Modification
To Rights of Security Holders. |
The information set forth in Item 5.03 below is incorporated
by reference herein in response to this Item.
| Item 5.03 |
Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year. |
On September 19, 2025, the Company filed a Certificate
of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware to effect a one-for-two hundred fifty (1-for-250) reverse stock split (the “Reverse Stock Split”)
of its Common Stock. Previously, at the Special Meeting of Stockholders held on September 11, 2025, the Company’s stockholders
approved a proposal to authorize a reverse stock split of the Common Stock at a ratio within the range of 1-for-2 to 1-for-250, as determined
by the Board of Directors of the Company. The Reverse Stock Split became effective on September 22, 2025 at 12:01 am Eastern Time
(the “Effective Time”).
As a result of the Reverse Stock Split, at the Effective
Time, every 250 shares of the Company’s pre-Reverse Stock Split Common Stock combined and automatically became one share of Common
Stock. The Company’s Common Stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened for trading on September 22,
2025. After the Effective Time, the number of outstanding shares of Common Stock of the Company was reduced from 126,229,870 to 506,088.
The Reverse Stock Split did not change the authorized
number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock.
The Common Stock will continue to trade on the Nasdaq
Stock Market under the existing symbol “BINI”, but with a new CUSIP number of 62526P877.
Also, at the Effective Time, the number of shares
of Common Stock issuable upon conversion or exercise of notes, warrants, preferred stock, and other convertible securities, as well as
any commitments to issue securities, that provide for adjustments in the event of a reverse stock split will be appropriately adjusted
pursuant to their applicable terms for the Reverse Stock Split. If applicable, the conversion price for each outstanding note and for
each outstanding share of preferred stock and the exercise price for each outstanding warrant will be increased, pursuant to their terms,
in inverse proportion to the 1-for-250 split ratio such that upon conversion or exercise, the aggregate conversion price for conversion
of each note or preferred stock and the aggregate exercise price payable by the warrant holder to the Company for shares of Common Stock
subject to such warrant will remain approximately the same as the aggregate conversion or exercise price, as applicable, prior to the
Reverse Stock Split. Furthermore, pursuant to the terms of the Company’s 2022 Equity Incentive Plan, as amended, shares of Common
Stock reserved and available for issuance are not subject to adjustment as a result of the Reverse Stock Split. However, outstanding options
will be appropriately adjusted pursuant to their applicable terms for the Reverse Stock Split.
No fractional shares will be issued in connection
with the Reverse Stock Split. All shares of Common Stock that are held by a stockholder will be aggregated subsequent to the Reverse Stock
Split and each fractional share resulting from such aggregation held by a stockholder will be rounded up to the next whole share.
Our transfer agent, Continental Stock Transfer &
Trust Company, is acting as the 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.
The foregoing description is qualified in its entirety
by the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure. |
On September 18, 2025, the Company issued a press
release regarding the Reverse Stock Split. The press release is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
The information in this Item 7.01 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), except as shall be expressly set forth by specific reference in such filing.
The information provided in Item 5.03 is hereby incorporated
by reference.
The Company has registration statements on Form
S-1 (File No. 333-282516, 333-285545
and 333-286420) and
registration statements on Form S-8 (File No. 333-276539,
333-274113,
333-267417,
333-266787,
333-282274, 333-285053,
333-286129, 333-286499,
333-287756 and 333-289449)
on file with the Securities and Exchange Commission (the “SEC”). SEC regulations permit the Company to incorporate
by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offerings covered by registration statements filed on Form S-1 or Form S-8. The information incorporated by reference is considered
to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report
on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed
above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed
to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective
Time to give effect to the Reverse Stock Split.
|
Item 9.01 |
Financial Statements
and Exhibits. |
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on September 19, 2025 |
| 10.1 |
|
Securities Purchase Agreement dated September 18, 2025 |
| 10.1(a) |
|
Form of Convertible Note |
| 10.1(b) |
|
Form of Warrant |
| 10.1(c) |
|
Registration Rights Agreement dated September 18, 2025 |
| 99.1 |
|
Press Release dated September 18, 2025 |
| 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.
| |
BOLLINGER INNOVATIONS, INC. |
| |
|
|
| Date: September 23, 2025 |
By: |
/s/ David Michery |
| |
|
David Michery |
| |
|
Chief Executive Officer |
