false
0001499961
0001499961
2025-08-26
2025-08-26
0001499961
muln:CommonStockParValue0.001Member
2025-08-26
2025-08-26
0001499961
muln:RightsToPurchaseSeriesA1JuniorParticipatingPreferredStockMember
2025-08-26
2025-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): |
August 26, 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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed, on February 25, 2025, Bollinger Innovations, Inc. (the “Company”) received a written notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the 30 consecutive business days prior to the date of the written notice, the Company’s Market Value of Listed Securities (“MVLS”) was less than the $35.0 million minimum required for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Listing Rule”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until August 25, 2025 (the “Compliance Period”), to regain compliance with the MVLS Listing Rule.
On August 26, 2025, the Company received a written notice (the “Notice”) from the Staff stating that the Company has not regained compliance with the MVLS Listing Rule within the Compliance Period. Accordingly, and as described in the Notice, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.
As reported in the Company’s 10-Q/A for the
period ended June 30, 2025, as filed with the Securities and Exchange Commission on August 15, 2025, the Company believes that as of August
14, 2025, the Company’s stockholders' equity exceeded $2.5 million, which is an alternative standard to the MVLS Listing Rule under
Nasdaq Listing Rule 5550(b).
Although there can be no assurance that the Panel will grant the Company’s request for continued listing on The Nasdaq Capital Market, the delisting proceedings will be stayed and the Company’s common stock will continue to be listed on The Nasdaq Capital Market pending resolution of the appeal.
As of August 29, 2025, a total of 30,663,625 shares of the Company’s
common stock were issued and outstanding.
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: August 29, 2025 |
By: |
/s/ David Michery |
| |
|
David Michery |
| |
|
Chief Executive Officer |
