Mullen Automotive Inc SEC Filings

First American Financial Corporation (FAF) filed Amendment No. 4 to Schedule 13D on 07/28/2025, reporting its current ownership in Offerpad Solutions Inc. (OPAD).

• FAF beneficially owns 5,119,314 Class A shares, equal to 16.84 % of the 27,710,358 shares outstanding as of 06/30/2025.
• All shares are held with sole voting and dispositive power; there is no shared ownership.
• Shares were acquired using working capital (Item 3); no leverage or third-party financing is referenced.
• Item 5(c) states no reportable transactions since the prior amendment; the filing primarily updates the percentage of ownership.
• FAF confirms it has not faced criminal convictions and, aside from matters disclosed in its March 30 2023 13D/A, is not subject to material legal orders.

The document signals that FAF remains a strategic, non-activist holder of a sizable OPAD position; no change in intent, control, or additional purchases/sales is disclosed.

Form 4 overview: On 22 Jul 2025, Maiken Keson-Brookes, Chief Legal Officer & Secretary of Mural Oncology plc (MURA), sold 2,572 ordinary shares at a weighted-average price of $2.48 (price band $2.46-$2.51). The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on 20 Sep 2024.

Following the transaction, the insider directly owns 68,834 shares, which include 62,203 unvested RSUs. No derivative securities were reported and no other insiders participated. The filing indicates direct ownership status and contains the standard acknowledgements and signatures required under Section 16.

Schedule 13G/A (Amendment No. 7) filed 10 July 2025 discloses that Michael Wachs, Esousa Holdings LLC and Esousa Group Holdings LLC collectively report beneficial ownership of 210,992,582 shares of Mullen Automotive Inc. ("MULN"), equal to 9.9 % of the issuer’s outstanding common stock as of 30 June 2025.

• The stake consists of 69,319,230 shares issuable upon note conversion and 141,673,352 shares issuable upon cash exercise of warrants.
• The 9.9 % figure is calculated against 7,594,989 shares outstanding reported in the company’s 8 July 2025 Schedule 14A.
• The reporting persons hold sole voting and dispositive power over all 210.99 M underlying shares; no shared power is reported.
• The filing states the securities were not acquired to change or influence control of the issuer and remain subject to a 9.9 % beneficial-ownership cap.
• Signatures dated 10 July 2025 confirm Michael Wachs as the sole managing member signing on behalf of the entities.

The presence of convertible notes and warrants representing more than 27 times the current share count highlights substantial potential dilution if exercised or converted, although the contractual cap limits immediate voting influence.

JPMorgan Chase Financial Company LLC, fully guaranteed by JPMorgan Chase & Co., is offering Trigger Callable Yield Notes that mature on or about 14 October 2026 and are linked to the lesser-performing of the Russell 2000® Index (RTY) and the EURO STOXX 50® Index (SX5E).

Key economic terms

• Issue price: $10 per Note; minimum investment $1,000 (100 Notes).
• Term: 15 months, unless called earlier.
• Coupon rate: expected 7.50 % – 8.15 % p.a., paid monthly ($0.0625 – $0.0679 per $10 principal); coupons paid regardless of index performance while Notes remain outstanding.
• Call feature: after an initial three-month non-call period, issuer may call on any monthly Optional Call Notice Date (beginning 9 Oct 2025). If called, payment equals principal + current coupon; no further coupons.
• Downside protection: contingent only. If not called and the Final Value of each index ≥ 70 % of its Initial Value (Downside Threshold), principal is repaid in full plus final coupon. If either index closes below its threshold, repayment equals $10 × (1 + Lesser Performing Underlying Return) + final coupon, so investors lose 1 % of principal for every 1 % decline below the Initial Value and could lose their entire investment.
• Estimated value: on pricing date will be ≥ $9.50 (illustrative value if priced on 7 Jul 2025: $9.801) per $10 Note, lower than issue price because of selling commissions (≤ $0.10) and hedging costs.
• Secondary market: Notes will not be listed; J.P. Morgan Securities LLC intends, but is not obliged, to make markets.
• Credit exposure: payments depend on the credit of JPMorgan Financial and JPMorgan Chase & Co.; Notes are unsecured and unsubordinated.
• Key dates: Trade Date 9 Jul 2025; Settlement 14 Jul 2025; Final Valuation Date 9 Oct 2026 (subject to adjustments); Maturity 14 Oct 2026.

Illustrative outcomes

• Early call (first possible in Oct 2025): investors receive roughly $10.06 plus prior coupons—total return about 1.9 % over three months.
• Not called; both indices above threshold: total coupons (~$0.9375) + principal for ~9.4 % total return over 15 months.
• Not called; one index down 60 %: investor receives only $4.00 principal + coupons for a –50.6 % total return.

Principal risks highlighted

• Full downside exposure to the lower-performing index if it breaches the 70 % threshold.
• Issuer call risk limits total coupon potential and may force reinvestment at lower rates.
• Credit risk of both JPMorgan Financial and the parent guarantor.
• Complex tax treatment; Notes intended to be treated as a unit comprising a put option and a deposit.
• Lack of liquidity; secondary prices expected to be below issue price and influenced by issuer’s internal funding rate.

The pricing supplement emphasises that the Notes are “significantly riskier than conventional debt instruments” and warns that investors should be prepared to lose a substantial portion or all of their principal.

Mullen Automotive Inc. (Nasdaq: MULN) has filed Amendment No. 2 to its Form S-1 to register 40 million shares of common stock for resale by existing investors. The shares are issuable upon conversion of senior secured convertible notes and the cashless exercise of five-year warrants that were issued in a series of private placements completed between May 2024 and April 2025. The filing does not involve a primary offering—Mullen will receive no proceeds from share sales by the selling stockholders and is unlikely to receive cash from warrant exercises because the warrants allow a cashless mechanism that becomes more lucrative as the share price falls.

Capital structure & potential dilution

• Only 10,539,020 common shares were outstanding on 24 Jun 2025, yet the notes and warrants already outstanding could convert into 8.288 billion shares at their floor prices—roughly an 800-fold increase.
• The filing covers just 40 million of those potential shares; additional registration statements are contractually required.
• Conversion and exercise are capped at 9.99 % beneficial ownership per holder, but investors can sequentially convert, sell and reconvert, enabling large volume over time.
• Seven reverse stock splits (most recently 1-for-100 on 2 Jun 2025) have been executed since May 2023; the board is seeking authority for another split of 1-for-2 to 1-for-250.

Financings

• 5 % Original-Issue-Discount Senior Secured Notes accrue 15 % interest and mature four months after issuance. Conversion price is 95 % of the lowest VWAP in the prior five trading days, subject to noted floors ($1.16–$0.02).
• Warrants entitle holders to 200 % of the note share count at 105 % of the reference price or via cashless exercise using a Black-Scholes formula with a $0.01 floor.
• Investors hold additional rights to purchase up to $62.5 m (May 2024 round), $6.3 m (Jan 2025) and $3.1 m (Feb 2025) of further notes and warrants.

Listing status

• On 25 Feb 2025 Nasdaq notified Mullen that its Market Value of Listed Securities had been below the $35 m minimum for 30 consecutive days; the company has until 25 Aug 2025 to regain compliance.
• Earlier bid-price deficiencies were remedied via reverse splits, but cumulative splits above the 250-to-1 threshold could jeopardize future compliance periods.

Operating snapshot

• Mullen has pivoted to commercial EVs, acquiring 95 % of Bollinger Motors and beginning Class 3 truck shipments (Sep 2023) and Class 1 van shipments (Nov 2023).
• Tunica, MS plant is operational; Bollinger’s Class 4 truck is contract-manufactured by Roush (started Sep 2024).
• The consumer crossover program (Mullen FIVE) is on hold.

Key risks highlighted

• Massive potential dilution and “overhang” from continuous note conversion and warrant exercise.
• Dependence on further reverse splits to maintain Nasdaq listing.
• Anti-dilution features in existing preferred stock and convertible securities.
• Short-sale pressure encouraged by the structure of financing instruments.

Mullen Automotive has filed a PRER14A announcing a Special Meeting of Stockholders on July 22, 2025, with eight key proposals requiring shareholder approval:

• Three proposals related to issuing common stock through convertible notes and warrants under separate Securities Purchase Agreements worth $1.6M, $11M, and $2.8M
• A significant reverse stock split proposal at a ratio between 1-for-2 to 1-for-250, to be implemented only if needed for Nasdaq compliance
• Approval for issuing up to $20 million of common stock under Securities Act Section 3(a)(10)
• Amendment to the 2022 Equity Incentive Plan for automatic quarterly share increases
• Approval for issuing shares upon exercise of Additional Warrants
• Authorization for meeting adjournment if needed

Notably, the company emphasizes it has not received any Nasdaq deficiency notice regarding the bid price rule, which requires maintaining a minimum bid price of $1.00 per share. Kingsdale Advisors has been retained as proxy solicitor for a fee of $15,500 plus expenses.