Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
Mullen Automotive Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
62526P109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
þ Rule 13d-1(c)
¨ Rule 13d-1(d)
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 62526P109 | 13G/A | Page 2 of 6 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BitNile Holdings, Inc. | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ |
| (b) ¨ | ||
| 3 |
SEC USE ONLY
| |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
|
NUMBER OF SHARES BENEFICIALLY |
5 |
SOLE VOTING POWER
2,406,776* |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
2,406,776* | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,406,776* |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.33%** |
| 12 |
TYPE OF REPORTING PERSON
CO |
* Represents (i) 100 shares of common stock, (ii) 414,384 shares of common stock issuable upon conversion of 414,384 shares of Series C Preferred Stock currently owned, (iii) 1,195,376 shares of common stock issuable upon exercise of warrants currently owned, and (iv) 796,916 shares of common stock issuable upon conversion of 796,916 shares of Series C Preferred Stock that we have the right to purchase until November 5, 2022.
** Based upon 23,383,202 shares of common stock issued and outstanding on January 7, 2022 as reported by the Issuer in its prospectus on Form 424(b)(3) filed with the Securities and Exchange Commission on February 4, 2022 and assumes (i) purchase of all additional shares of Series C Preferred Stock that may be purchased by the Reporting Person, (ii) conversion of all shares of Series C Preferred Stock owned and purchasable, and (iii) exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
| CUSIP No. 62526P109 | 13G/A | Page 3 of 6 |
| Item 1(a). | Name of Issuer. |
The name of the issuer is Mullen Automotive Inc. (the “Company”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
The Company’s principal executive offices are located at 1405 Pioneer Street, Brea, California 92821.
| Item 2(a). | Name of Person Filing. |
This statement is filed by BitNile Holdings, Inc. (the “Reporting Person”) with respect to the shares of common stock of the Company.
| Item 2(b). | Address of Principal Business Office or, if None, Residence. |
11411 Southern Highlands Parkway, Suite 240
Las Vegas, NV 89141
| Item 2(c). | Citizenship. |
The Reporting Person is a Delaware corporation.
| Item 2(d). | Title of Class of Securities. |
Common Stock, $0.001 par value per share.
| Item 2(e). | CUSIP Number. |
62526P109
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Exchange Act. | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Exchange Act. | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act. | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | |
| (k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ | |||
| CUSIP No. 62526P109 | 13G/A | Page 4 of 6 |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
As of February 8, 2022, the Reporting Person beneficially owned 2,406,776 shares of common stock.*
* Represents (i) 100 shares of common stock, (ii) 414,384 shares of common stock issuable upon conversion of 414,384 shares of Series C Preferred Stock currently owned, (iii) 1,195,376 shares of common stock issuable upon exercise of warrants currently owned, and (iv) 796,916 shares of common stock issuable upon conversion of 796,916 shares of Series C Preferred Stock that we have the right to purchase until November 5, 2022.
| (b) | Percent of class: |
9.33%**
** Based upon 23,383,202 shares of common stock issued and outstanding on January 7, 2022 as reported by the Issuer in its prospectus on Form 424(b)(3) filed with the Securities and Exchange Commission on February 4, 2022 and assumes (i) purchase of all additional shares of Series C Preferred Stock that may be purchased by the Reporting Person, (ii) conversion of all shares of Series C Preferred Stock owned and purchasable, and (iii) exercise of the warrants. This calculation does not include the exercise or conversion of other outstanding securities of the Company owned by other security holders.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 2,406,776 |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 2,406,776 |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| CUSIP No. 62526P109 | 13G/A | Page 5 of 6 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
See Exhibit 99.1.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 62526P109 | 13G/A | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| BITNILE HOLDINGS, INC. | ||||
| By: |
/s/ MILTON C. AULT, III | |||
| Name: Milton C. Ault, III | ||||
| Title: Executive Chairman | ||||
| DIGITAL POWER LENDING, LLC | ||||
| By: |
/s/ DAVID J. KATZOFF | |||
| Name: David J. Katzoff | ||||
| Title: Manager | ||||