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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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
| MULLEN AUTOMOTIVE INC. |
| (Name of Issuer) |
| Common Stock, $0.001 per share par value |
| (Title of Class of Securities) |
| 62526P109 |
| (CUSIP Number) |
| December 31, 2022 |
| (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) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
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 (“Act”) 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).
| 1 |
NAME OF REPORTING PERSONS
Esousa Holdings LLC 27-0492860 |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0(1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
0(1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1) |
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0 |
|
| 12 |
TYPE OF REPORTING PERSON*
OO |
| (1) | Does not include (i) 458 shares of Common Stock issuable upon conversion of 458 shares of Series C Preferred stock, (ii) 151,528,527 shares of Common Stock issuable upon the exercise of outstanding Warrants, (iii) shares of Common Stock issuable upon conversion of a Note with principal amount of $33,521,389 as of December 31, 2022, which converts into Common Stock at a price $0.303 per share (the “Note”) which may be deemed to be beneficially owned through Esousa Holdings, LLC by Michael Wachs, who serves as the sole Managing Member of Esousa Holdings, LLC. As of December 31, 2022, the issuance of such shares of Common Stock were subject to stockholder approval. |
2
| 1 |
NAME OF REPORTING PERSONS
Michael Wachs |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0(1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
0(1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0(1) |
|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0 |
|
| 12 |
TYPE OF REPORTING PERSON*
OO |
| (1) | Does not include (i) 458 shares of Common Stock issuable upon conversion of 458 shares of Series C Preferred stock, (ii) 151,528,527 shares of Common Stock issuable upon the exercise of outstanding Warrants, (iii) shares of Common Stock issuable upon conversion of a Note with principal amount of $33,521,389 as of December 31, 2022, which converts into Common Stock at a price $0.303 per share (the “Note”) which may be deemed to be beneficially owned through Esousa Holdings, LLC by Michael Wachs, who serves as the sole Managing Member of Esousa Holdings, LLC. As of December 31, 2022, the issuance of such shares of Common Stock were subject to stockholder approval. |
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Item 1 (a). Name of Issuer:
Mullen Automotive Inc. (f/k/a Net Element, Inc.) (the “Issuer”)
Item 1 (b). Address of Issuer's Principal Executive Offices:
1405 Pioneer Street,
Brea, California 92821
Item 2 (a). Name of Person Filing:
Esousa Holdings LLC and Michael Wachs (collectively, the “Reporting Persons”)
Item 2 (b). Address of Principal Business Office or, if None, Residence:
211 East 43rd Street, Suite 402
New York, NY 10017
Item 2 (c). Citizenship:
Esousa Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen.
Item 2 (d). Title of Class of Securities:
Common stock, par value $.001 per share, of the Issuer (the “Common Stock”)
Item 2 (e). CUSIP Number:
62526P109
Item 3. If this statement is filed pursuant to Rules 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 Act (15 U.S.C. 78o); |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3): |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: __
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for the Reporting Persons hereto and is incorporated herein by reference. The percentage set forth in Row 11 of the cover page for the Reporting Persons is based on 1,696,543,863 shares of Common Stock outstanding as of January 6, 2023.
Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my 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 contr ol 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, other than activities solely in connection with a nomination under §240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 15, 2023
| ESOUSA HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||
| /s/ Michael Wachs | ||
| Michael Wachs | ||
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of the securities of Mullen Automotive Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
February 15, 2023
| ESOUSA HOLDINGS LLC | ||
| By: | /s/ Michael Wachs | |
| Michael Wachs | ||
| Managing Member | ||
| /s/ Michael Wachs | ||
| Michael Wachs | ||
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