NETE Net Element Inc

On May 3, 2023, Mullen Automotive Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Second Amended and Restated Certificate of Incorporation (as amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a one-for-twenty-five (1-for-25) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 (the “Common Stock”). The Reverse Stock Split was effective on May 4, 2023 at 12:01 am Eastern Time (the “Effective Time”).

At the Company’s reconvened Special Meeting of Stockholders held on January 19, 2023, the 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-25.

As a result of the Reverse Stock Split, at the Effective Time, every twenty-five (25) shares of the Company’s pre-Reverse Stock Split Common Stock was combined and automatically became one (1) share of Common Stock. the Company’s post-Reverse Stock Split Common Stock began trading on May 4, 2023 with a new CUSIP number of 62526P208. 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.

Also, at the Effective Time, the number of shares of Common Stock issuable upon exercise of warrants are shares reserved for issuance under the Company’s 2022 Equity Incentive Plan were proportionately adjusted, using the 1-for-25 ratio, rounded up to the nearest whole share and nearest whole cent. There are currently no outstanding stock options under the Company equity plan. In addition, the conversion price for each outstanding share of preferred stock and convertible notes and the exercise price for each outstanding warrant will be increased in inverse proportion to the 1-for-25 split ratio such that upon conversion or exercise, the aggregate conversion price for conversion of preferred stock or convertible notes 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. Accordingly, after the Effective Time, the as-adjusted conversion ratio or price of the outstanding shares of preferred stock is as follows: (a) each share of Series A Preferred Stock is convertible into 4 shares of Common Stock, (b) the conversion price for each share of Series C Preferred Stock is $220.85, and (c) the conversion price for each share of Series D Preferred Stock is $10.95 per share. There are no outstanding shares of Series B Preferred Stock.

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 connect with the Reverse Stock Split.

The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.