Estatísticas Básicas
| CIK | 1528098 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Saleen Automotive, Inc.
SEC Filings (Chronological Order)
Esta página fornece uma lista completa e cronológica de Arquivamentos da SEC, excluindo os arquivamentos de propriedade que fornecemos em outro lugar.
| April 1, 2022 |
253G2 1 form253g2.htm Filed pursuant to Rule 253(g)(2) File No. 024-11759 OFFERING CIRCULAR DATED MARCH 31, 2022 Saleen Automotive, Inc. 2735 Wardlow Road Corona, CA 92882 (714) 400-2121 www.saleen.com UP TO 21,000,000 SHARES OF COMMON STOCK OFFERED BY THE ISSUER UP TO 9,000,000 SHARES OF COMMON STOCK OFFERED BY THE SELLING SHAREHOLDERS We are seeking to raise up to $21,000,000 and our selling sha |
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| March 29, 2022 |
CORRESP 1 filename1.htm Mr. Gregory Herbers, Esq. Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, NE Washington DC 20549 March 29, 2022 Re: Saleen Automotive, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed March 23, 2022 File No. 024-11759 Dear Mr. Herbers: On behalf of Saleen Automotive, Inc. (the “Company”), I hereby req |
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| March 23, 2022 |
ADD EXHB 8 ex13.htm Exhibit 13 |
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| March 23, 2022 |
ADD EXHB 7 ex12.htm Exhibit 12 CrowdCheck Law LLP 700 12th Street NW, Suite 700 Washington, DC 20005 March 22, 2022 Board of Directors Saleen Automotive, Inc. 2735 Wardlow Road Corona, CA 92882 To the Board of Directors: We are acting as counsel to Saleen Automotive, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement, and pr |
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| March 23, 2022 |
EX1A-4 SUBS AGMT 3 ex4.htm Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINIT |
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| March 23, 2022 |
ADD EXHB 4 ex6-9.htm Exhibit 6.9 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL |
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| March 23, 2022 |
Exhibit 6.10 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL |
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| March 23, 2022 |
PART II AND III 2 partiiandiii.htm An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the |
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| March 23, 2022 |
Consent of Independent Auditor Exhibit 11 Consent of Independent Auditor We consent to the use in this Regulation A Offering Statement on Form 1-A of Saleen Automotive, Inc. |
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| January 3, 2022 |
United States securities and exchange commission logo January 3, 2022 Michael Roe Chief Financial Officer Saleen Automotive, Inc. |
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| December 21, 2021 |
ADD EXHB 3 ex1.htm Exhibit 1 |
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| December 21, 2021 |
EX1A-8 ESCW AGMT 14 ex8-1.htm Exhibit 8.1 |
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| December 21, 2021 |
Exhibit 6.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL PROMISSORY NOTE Dated: July 13, 2021 $150,000.00 For value received, SALEEN AUTOMOTIVE, INC., a corporation organized under the laws of the State of Nevada (the ?Maker?), hereby promises to pay to the order of Ce |
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| December 21, 2021 |
EX1A-4 SUBS AGMT 7 ex4.htm Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINIT |
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| December 21, 2021 |
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (the “Commission”). |
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| December 21, 2021 |
Exhibit 7.1 |
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| December 21, 2021 |
Exhibit 3.1 |
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| December 21, 2021 |
Exhibit 6.5 |
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| December 21, 2021 |
ADD EXHB 8 ex6-1.htm Exhibit 6.1 |
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| December 21, 2021 |
Exhibit 2.1 |
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| December 21, 2021 |
Exhibit 11 |
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| December 21, 2021 |
Exhibit 6.2 |
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| December 21, 2021 |
BYLAWS OF SALEEN AUTOMOTIVE, INC. (A Delaware Corporation) ARTICLE I Exhibit 2.2 BYLAWS OF SALEEN AUTOMOTIVE, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Lewes, County of Sussex. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without t |
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| December 21, 2021 |
Exhibit 6.3 |
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| August 25, 2021 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: July 31, 2024 Estimated average burden hours per response . . . . . . . . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECUR |
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| November 18, 2020 |
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): November 12, 2020 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 000-55236 45-2808694 (Commission Fi |
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| November 5, 2020 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 8-K 1 form8-k.htm 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): November 1, 2020 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 000-55236 (Commiss |
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| November 5, 2020 |
Letter of Squar Milner, LLP, dated as of November 1, 2020 EX-16.1 2 ex16-1.htm Exhibit 16.1 November 1, 2020 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Saleen Automotive, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report |
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| August 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55236 SALEEN AUTOMOTIVE, |
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| July 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended September 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55236 SALEEN AUTOMOTIVE |
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| April 6, 2020 |
SLNN / Saleen Automotive, Inc. 10-Q - Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-55236 SALEEN AUTOMOTIVE, INC |
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| January 3, 2020 |
Letter of Weinberg & Company, P.A. dated December 13, 2019 EX-16.1 2 ex16-1.htm Exhibit 16.1 December 13, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated November 25, 2019, of Saleen Automotive, Inc. and are in agreement with the statements concerning our Firm contained in the first, second, third, and fourth paragraphs on page 2 therein. We have no basis to agr |
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| January 3, 2020 |
Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits 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) November 25, 2019 SALEEN AUTOMOTIVE, INC. (Exact name of registrant as specified in charter) Nevada 000-55236 45-2808694 (State or other Jurisdiction (Commission (IRS Employer of Incor |
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| November 21, 2019 |
SLNN / Saleen Automotive, Inc. / Certitude Trust - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Saleen Automotive, Inc. (Name of Issuer) Common (Title of Class of Securities) 794016 204 (CUSIP Number) Edmond DeFrank 26565 West Agoura Road, Suite 205, Calabasas 9130 818-554-4073 (Name, Address and Telephone Number of Person Authorized to Receive Notic |
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| November 14, 2019 |
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) October 31, 2019 SALEEN AUTOMOTIVE, INC. (Exact name of registrant as specified in charter) Nevada 000-55236 45-2808694 (State or other Jurisdiction of Incorporation or Organization) ( |
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| November 14, 2019 |
EX-10.1 2 ex10-1.htm EMPLOYMENT AGREEMENT This Employment Agreement is entered this 31st day of October, 2019, by and between Saleen Automotive (the “Employer”), and LAWRENCE BALINGIT, hereinafter referred to as “Employee,” in consideration of the mutual promises made herein, agree as follows: ARTICLE 1. AT-WILL EMPLOYMENT Section 1.1. At-Will Employment. Employer hereby employs Employee and Emplo |
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| October 3, 2019 |
SLNN / Saleen Automotive, Inc. 10-K - Annual Report - 10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission File Number: 000-55236 SA |
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| July 1, 2019 |
SLNN / Saleen Automotive, Inc. NT 10-K - - NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2019 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transiti |
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| June 28, 2019 |
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) June 21, 2019 SALEEN AUTOMOTIVE, INC. (Exact name of registrant as specified in charter) Nevada 000-55236 45-2808694 (State or other Jurisdiction of Incorporation or Organization) (Com |
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| June 27, 2019 |
ASSET PURCHASE AGREEMENT between S7 SUPERCARS LLC, as Seller and SALEEN AUTOMOTIVE, INC. |
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| June 27, 2019 |
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) May 31, 2019 SALEEN AUTOMOTIVE, INC. (Exact name of registrant as specified in charter) Nevada 000-55236 45-2808694 (State or other Jurisdiction of Incorporation or Organization) (Comm |
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| May 17, 2019 |
SLNN / Saleen Automotive, Inc. TEXT-EXTRACT - - May 17, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Registration Statement on Form 10 Filed February 8, 2019 File No. 000-55236 Dear Mr. Saleen: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, |
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| May 17, 2019 |
SLNN / Saleen Automotive, Inc. REDACTED EXHIBIT - - begin 644 filename1 M)5!$1BTQ+C4-"B6UM;6U#0HQ(# @;V)J#0H\/"]4>7!E+T-A=&%L;V7!E+U!A9V5S+T-O=6YT(#$O2VED7!E+T=R;W5P+U,O5')A;G-P87)E;F-Y M+T-3+T1E=FEC95)'0CX^+U1A8G,O4R]3=')U8W1087)E;G1S(# ^/@T*96YD M;V)J#0HT(# @;V)J#0H\/"]&:6QT97(O1FQA=&5$96-O9&4O3&5N9W1H(#$T M-#(^/@T**2V* LUMT0+9[78# M]*'H@^I+(L"67%E. |
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| May 17, 2019 |
May 17, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Registration Statement on Form 10 Filed February 8, 2019 File No. 000-55236 Dear Mr. Saleen: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, |
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| May 7, 2019 |
SLNN / Saleen Automotive, Inc. 10-12G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A Amendment No. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SALEEN AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 45-2808694 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identificatio |
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| May 7, 2019 |
SLNN / Saleen Automotive, Inc. CORRESP - - 101 Park Avenue Suite 1700 New York, NY 10178 Tel (212) 878-7900 Fax (212) 692-0940 www. |
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| April 26, 2019 |
SLNN / Saleen Automotive, Inc. REDACTED EXHIBIT - - begin 644 filename1 M)5!$1BTQ+C4-"B6UM;6U#0HQ(# @;V)J#0H\/"]4>7!E+T-A=&%L;V7!E+U!A9V5S+T-O=6YT(#(O2VED7!E+U!A9V4O4&%R96YT(#(@,"!2+U)E MGGEF2/7VS:XM5HMERW[^ M^?9-VRZ6ZSQCWVX?Z^W?MX;//;3XOGHEJT15W]\@M[>W'WCY>7]V^$TP( M[@?L<75])9@/Q,LC'T>LR@2/(0?2A![R5FS\WUE<^>Z5O2?7M??5MQKR MV>. |
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| April 26, 2019 |
April 26, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Amendment No. 1 to Registration Statement on Form 10 Filed April 9, 2019 File No. 000-55236 Dear Mr. Saleen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may b |
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| April 26, 2019 |
SLNN / Saleen Automotive, Inc. TEXT-EXTRACT - - April 26, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Amendment No. 1 to Registration Statement on Form 10 Filed April 9, 2019 File No. 000-55236 Dear Mr. Saleen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may b |
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| April 9, 2019 |
EX-10.8 4 ex10-8.htm CONSULTING AGREEMENT This Consulting Agreement is made this first day of September, 2016 by and between Saleen Automotive, Inc., a Nevada corporation (“SAI”), Steve Saleen, an individual (“Saleen” and, collectively with SAI, the “Consultant”), and Jiangsu Sateen Automotive Technology Co. Ltd, a corporation registered in the People’s Republic of China (“JSAT”). WHEREAS, SAI, Sa |
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| April 9, 2019 |
SLNN / Saleen Automotive, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SALEEN AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Charter) Nevada 45-2808694 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identificatio |
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| April 9, 2019 | ||
| April 9, 2019 |
SALEEN AUTOMOTIVE INC. TRADEMARK LICENSE AGREEMENT THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), is effective as of the 15th day of October 2016, by Saleen Automotive Inc. located at 2735 Wardlow Road Corona, CA 92882 (“Licensor”) and Molexiel, Inc. located at 1040 N. Batavia St. Unit F. Orange, CA 92867 (“Licensee”). WITNESS: WHEREAS, Licensor has the right to license the Licensed Marks in |
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| April 9, 2019 |
SLNN / Saleen Automotive, Inc. CORRESP - - 101 Park Avenue Suite 1700 New York, NY 10178 Tel (212) 878-7900 Fax (212) 692-0940 www. |
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| March 6, 2019 |
SLNN / Saleen Automotive, Inc. TEXT-EXTRACT - - March 6, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Registration Statement on Form 10 Filed February 8, 2019 File No. 000-55236 Dear Mr. Saleen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand |
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| March 6, 2019 |
March 6, 2019 Steve Saleen Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 Re: Saleen Automotive, Inc. Registration Statement on Form 10 Filed February 8, 2019 File No. 000-55236 Dear Mr. Saleen: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand |
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| February 8, 2019 |
EX-10.2 8 ex10-2.htm |
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| February 8, 2019 |
Form of Warrant issued to purchaser of Series B Preferred Stock EX-4.4 7 ex4-4.htm THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT |
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| February 8, 2019 |
EX-3.1.7 4 ex31-7.htm |
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| February 8, 2019 |
EX-3.1.6 3 ex31-6.htm |
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| February 8, 2019 |
Joint Venture Agreement dated October 2016 between S7 Supercars, LLC and Saleen Automotive, Inc. EX-10.10 40 ex10-10.htm |
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| February 8, 2019 |
EX-3.1.5 2 ex31-5.htm |
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| February 8, 2019 |
SLNN / Saleen Automotive, Inc. 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 45-2808694 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 2735 Wardlo |
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| February 8, 2019 |
Employment Agreement dated March 20, 2017, between Saleen Automotive, Inc. and Amy Boylan. EX-10.5 10 ex10-5.htm |
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| February 8, 2019 |
Employment Agreement dated December 29, 2017, between Saleen Automotive, Inc. and Steve Saleen. |
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| February 8, 2019 |
EX-4.3 6 ex4-3.htm THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT |
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| February 8, 2019 |
EX-4.2 5 ex4-2.htm |
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| October 13, 2017 |
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. |
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| October 11, 2017 |
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): October 10, 2017 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commission Fi |
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| March 20, 2017 |
8-K 1 form8-k.htm 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) March 10, 2017 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commissio |
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| March 20, 2017 |
SALEEN AUTOMOTIVE, INC. 2375 Wardlow Road Corona, California 92882 March 1, 2017 (the ?Effective Date?) David Bergstein SM Funding Group, Inc. c/o Cyrano Group, Inc. 10866 Wilshire Blvd., Suite 500 Los Angeles, CA 90024 Re: Amendment to Binding Letter of Intent and 12% Senior Secured Convertible Note (the ?Amendment?). David: Reference is made to (i) that certain 12.0% Senior Secured Convertible N |
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| March 20, 2017 |
CERTIFICATE OF DESIGNATION OF THE SERIES A PREFERRED STOCK OF SALEEN AUTOMOTIVE, INC. |
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| August 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| August 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended June 30, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 30, 2016 |
FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended March 31, 2016 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| March 24, 2016 |
Saleen Automotive (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to SALEEN AUTOMOTIVE, INC. (Exact Name of Registra |
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| February 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended December 31, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| December 8, 2015 |
8-K 1 form8-k.htm 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) December 2, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-28086 |
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| December 8, 2015 |
SALEEN AUTOMOTIVE, INC. 12.0% SENIOR SECURED CONVERTIBLE NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
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| December 8, 2015 |
EX-10.3 4 ex10-3.htm SECURITY AGREEMENT This SECURITY AGREEMENT, entered into on December 2, 2015, as of October 12, 2015 (this “Agreement”), is among Saleen Automotive, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and SM Funding Group, Inc., a Delaware corporation (the “Secur |
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| December 8, 2015 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT EX-10.4 5 ex10-4.htm INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), entered into on December 2, 2015, as of October 12, 2015, is made by Saleen Automotive, Inc., a Nevada corporation (the “Company”), and all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Grantors”), in favor of |
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| December 8, 2015 |
EX-10.2 3 ex10-2.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into on December 2, 2015, as of October 12, 2015, between Saleen Automotive, Inc., a Nevada corporation (the “Company”), and SM Funding Group, Inc., a Delaware corporation (“Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section |
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| November 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended September 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| October 27, 2015 |
SALEEN AUTOMOTIVE, INC. BINDING LETTER OF INTENT EX-10.1 2 ex10-1.htm SALEEN AUTOMOTIVE, INC. BINDING LETTER OF INTENT The purpose of this binding letter of intent (“Letter of Intent”) is to set forth the present mutual understandings among (i) SM Funding Group, Inc. (“SM Funding”), (ii) Saleen Automotive, Inc. (“Company”), (iii) David Weiner, parties affiliated with David Weiner (inclusive of W-Net Fund I, L.P.) and other holders of the Company |
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| October 27, 2015 |
SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (this “Subordination Agreement”), is entered into as of October , 2015, by and among W-Net Fund I L. |
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| October 27, 2015 |
8-K 1 form8-k.htm 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) October 21, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-28086 |
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| October 27, 2015 |
SALEEN AUTOMOTIVE, INC. BINDING LETTER OF INTENT The purpose of this binding letter of intent (?Letter of Intent?) is to set forth the present mutual understandings among (i) SM Funding Group, Inc. (?SM Funding?), (ii) Saleen Automotive, Inc. (?Company?), (iii) David Weiner, parties affiliated with David Weiner (inclusive of W-Net Fund I, L.P.) and other holders of the Company?s secured indebtedne |
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| September 30, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. |
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| August 25, 2015 |
PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: [X] Preliminary information statement [ ] Confidential, for use of the Commission only (as permitted by R |
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| August 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-55236 CUSIP Number: 794016 105 NOTIFICATION OF LATE FILING (Check one) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended June 30, 2015 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the transition period ended Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| June 29, 2015 |
FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response. |
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| June 24, 2015 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities FORM 8-K 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) June 18, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commissi |
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| June 18, 2015 |
8-K 1 form8-k.htm 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) June 12, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 |
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| June 17, 2015 |
SLNN / Saleen Automotive, Inc. / Saleen Steve Activist Investment FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Saleen Automotive, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 794016 105 (CUSIP Number) Steve Saleen c/o Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 (800) 888-8945 (N |
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| June 12, 2015 |
Entry into a Material Definitive Agreement 8-K 1 form8-k.htm 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) June 5, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 ( |
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| May 21, 2015 |
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) May 15, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commission File Nu |
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| May 21, 2015 |
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) May 14, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada 333-176388 45-2808694 (State or other Jurisdiction of Incorporation) (Commission File Nu |
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| March 6, 2015 |
FORM 8-K 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) March 3, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commissi |
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| January 29, 2015 |
FORM 8-K 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) January 23, 2015 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commi |
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| December 15, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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) December 3, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commission Fil |
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| December 5, 2014 |
FORM 8-K 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) December 1, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commi |
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| October 27, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities FORM 8-K 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) October 21, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Commi |
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| October 9, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities FORM 8-K 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: October 6, 2014 (Date of earliest event reported) Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File N |
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| September 29, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities Form 8-K 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) September 23, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Com |
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| September 22, 2014 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities FORM 8-K 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) September 16, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 45-2808694 (Com |
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| September 2, 2014 |
SLNN / Saleen Automotive, Inc. POS AM - - POST-EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on September 2, 2014 Registration No. |
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| July 1, 2014 |
SLNN / Saleen Automotive, Inc. 8-A12G - - 8-A12G 1 form8a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Saleen Automotive, Inc. (Exact name of registrant as specified in its charter) Nevada 45-2808694 (State of incorporation or organization) (IRS Employer Identification No.) 2735 |
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| May 13, 2014 |
slnn201405138k.htm 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) May 7, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission |
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| April 3, 2014 |
slnn201404038k.htm 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) March 28, 2014 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commissi |
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| March 12, 2014 |
slnn20140312s8pos.htm As filed with the Securities and Exchange Commission on March 12, 2014 Registration No. 333-194471 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SALEEN AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisd |
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| March 10, 2014 |
S-8 1 slnn20140306s8.htm FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SALEEN AUTOMOTIVE, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 45-2808694 (I.R.S. Employer Identification No.) 2735 Wardlow Road, Corona, CA (A |
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| February 21, 2014 |
SALEEN AUTOMOTIVE, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-191742 PROSPECTUS SUPPLEMENT NO. 2 (To Prospectus dated November 8, 2013) This is a prospectus supplement to our prospectus dated November 8, 2013 relating to the resale from time to time by selling stockholders of up to 10,656,000 shares of our common stock. On February 14, 2014, we filed with the Securities and Exchang |
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| February 14, 2014 |
Saleen Automotive 10-Q (Quarterly Report) SLNN-2013.12.31 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Saleen Automotive, Inc. (Exact |
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| January 23, 2014 |
SLNN / Saleen Automotive, Inc. / Saleen Steve - SCHEDULE 13D/A Activist Investment stvs20140122sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Saleen Automotive, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 794016 105 (CUSIP Number) Steve Saleen c/o Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 (800) 88 |
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| December 23, 2013 |
SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 23, 2013 |
SALEEN AUTOMOTIVE, INC. 2013 OMNIBUS INCENTIVE PLAN EXHIBIT B SALEEN AUTOMOTIVE, INC. 2013 OMNIBUS INCENTIVE PLAN Saleen Automotive, Inc. (the “Company”), a Nevada corporation, hereby establishes and adopts the following 2013 Omnibus Incentive Plan (the “Plan”). 1.PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants an |
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| December 23, 2013 |
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION SALEEN AUTOMOTIVE, INC. EXHIBIT A CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SALEEN AUTOMOTIVE, INC. |
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| December 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported) December 11, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commis |
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| December 13, 2013 |
EXHIBIT B SALEEN AUTOMOTIVE, INC. 2013 OMNIBUS INCENTIVE PLAN Saleen Automotive, Inc. (the “Company”), a Nevada corporation, hereby establishes and adopts the following 2013 Omnibus Incentive Plan (the “Plan”). 1.PURPOSE OF THE PLAN The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants an |
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| December 13, 2013 |
SCHEDULE 14C INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. |
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| December 13, 2013 |
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) December 11, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File Number) |
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| December 13, 2013 |
EXHIBIT A CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SALEEN AUTOMOTIVE, INC. |
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| December 2, 2013 |
Financial Statements and Exhibits, Other Events - 8-K 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) November 27, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File Number) |
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| November 15, 2013 |
SALEEN AUTOMOTIVE, INC. Filed Pursuant to Rule 424(b)(3) Registration No. 333-191742 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated November 8, 2013) This is a prospectus supplement to our prospectus dated November 8, 2013 relating to the resale from time to time by selling stockholders of up to 10,656,000 shares of our common stock. On November 13, 2013, we filed with the Securities and Exchang |
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| November 8, 2013 |
SALEEN AUTOMOTIVE, INC. 10,656,000 Shares Common Stock Prospectus Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-191742 SALEEN AUTOMOTIVE, INC. 10,656,000 Shares Common Stock This prospectus relates to the offer and sale from time to time of up to 10,656,000 shares of our common stock that are held by the stockholders named in the “Principal and Selling Stockholders” section of this prospectus. The prices at which the selling stockhol |
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| November 6, 2013 |
SALEEN AUTOMOTIVE, INC. 2735 Wardlow Road Corona, California 92882 November 6, 2013 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: J. Nolan McWilliams, Division of Corporation Finance Re: Saleen Automotive, Inc. Registration Statement on Form S-1 (File No. 333-191742) Ladies and Gentlemen: We respectfully request acceleration of the |
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| November 6, 2013 |
SALEEN AUTOMOTIVE, INC. 2735 Wardlow Road Corona, California 92882 November 6, 2013 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: J. Nolan McWilliams, Division of Corporation Finance Re: Saleen Automotive, Inc. Registration Statement on Form S-1 (File No. 333-191742) Ladies and Gentlemen: We respectfully request acceleration of the |
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| November 5, 2013 |
- SALEEN AUTOMOTIVE FORM S-1 AMENDMENT NO. 1 S-1/A 1 slnnforms1131105.htm SALEEN AUTOMOTIVE FORM S-1 AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on November 5, 2013 Registration No. 333-191742 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( Amendment No. 1) SALEEN AUTOMOTIVE, INC. (Exact name of registrant as specified in its c |
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| November 5, 2013 |
November 5, 2013 J. Nolan McWilliams United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 RE: Saleen Automotive, Inc. Registration Statement on Form S-1 Filed October 16, 2013 File No. 333-191742 Dear Mr. McWilliams, Saleen Automotive Inc. is pleased to respond to the letter of comment (the “Comment Letter”) transmitted to us by the staff of the U |
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| November 4, 2013 |
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) October 31, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File Number) 4 |
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| November 4, 2013 |
November 4, 2013 Via E-mail Steve Saleen Chief Executive Officer Saleen Automotive, Inc. |
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| October 16, 2013 |
Registration Statement - SALEEN AUTOMOTIVE FORM S-1 As filed with the Securities and Exchange Commission on October 15, 2013 Registration No. |
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| October 15, 2013 |
To subscribe for shares of Common Stock in the private offering of Saleen Automotive, Inc. To subscribe for shares of Common Stock in the private offering of Saleen Automotive, Inc. |
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| October 15, 2013 |
SALEEN AUTOMOTIVE, inc. SECURED PROMISSORY NOTE $500,000.00 October 8, 2013 Corona, California SALEEN AUTOMOTIVE, inc. SECURED PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, SALEEN AUTOMOTIVE, INC., a Nevada corporation (the “Borrower”), promises to pay to the order of W-NET FUND I, L.P., a Delaware limited partnership (hereafter, together with any holder hereof, called “Lender”), at such place as Lender may designate in writing to Borrow |
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| October 15, 2013 |
8-K 1 slnnform8k131015.htm SALEEN AUTOMOTIVE, INC. FORM 8-K OCTOBER 8, 2013 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) October 8, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or |
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| October 15, 2013 |
SALEEN AUTOMOTIVE, INC. COMMON STOCK PURCHASE WARRANT THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. |
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| October 15, 2013 |
EXHIBIT “A” TO ENGAGEMENT AGREEMENT September 27, 2013 (Sent via Electronic Mail) Mr. Steve Saleen, Chief Executive Officer Saleen Automotive, Inc. 2735 Wardlow Road Corona, CA 92882 Dear Mr. Saleen, Thank you for the opportunity to work with you and your company, Saleen Automotive, Inc. This letter agreement (the “Agreement”) confirms that Saleen Automotive, Inc. and its subsidiaries (“Client”) has engaged Ascendiant Capital Market |
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| September 26, 2013 |
September 26, 2013 Via E-mail Steve Saleen Chief Executive Officer and President Saleen Automotive, Inc. |
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| September 16, 2013 |
September 16, 2013 J. Nolan McWilliams, Esq. United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 RE: Saleen Automotive, Inc. Responses to Staff Comments of September 12, 2013 with respect to Amendment No. 3 to Form 8-K Filed August 30, 2013 File No. 333-176388 Dear Mr. McWilliams, Saleen Automotive Inc. is pleased to respond to the letter of comm |
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| September 16, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 4 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) |
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| September 12, 2013 |
September 12, 2013 Via E-mail Steve Saleen Chief Executive Officer and President Saleen Automotive, Inc. |
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| August 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) |
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| August 30, 2013 |
August 30, 2013 J. Nolan McWilliams, Esq. United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 RE: Saleen Automotive, Inc. Responses to Staff Comments of August 22, 2013 with respect to Amendment No. 2 to Form 8-K Filed August 8, 2013 File No. 333-176388 Dear Mr. McWilliams, Saleen Automotive Inc. is pleased to respond to the letter of comment (th |
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| August 22, 2013 |
August 22, 2013 Via E-mail Steve Saleen Chief Executive Officer and President Saleen Automotive, Inc. |
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| August 8, 2013 |
W270, Inc. Completes Merger With Saleen Automotive, Inc. EX-99.3 3 exhibit993.htm EXHIBIT 99.3 PRESS RELEASE W270, Inc. Completes Merger With Saleen Automotive, Inc. Press Release: Saleen Automotive, Inc. – Thu, Jun 27, 2013 9:59 AM EDT CORONA, CA-(Marketwired - Jun 27, 2013) - W270, Inc. (OTCBB: WSTY) today announced that it has completed its merger to acquire 100% of Saleen Automotive, Inc. and SMS Signature Cars ("Saleen" or "the Company"), a perform |
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| August 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) |
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| August 8, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) |
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| August 8, 2013 |
August 8, 2013 J. Nolan McWilliams, Esq. United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 RE: Saleen Automotive, Inc. Responses to Staff Comments of July 23, 2013 with respect to Form 8-K Filed June 27, 2013 Amendment No. 1 to Form 8-K Filed July 11, 2013 File No. 333-176388 Dear Mr. McWilliams, Saleen Automotive Inc. is pleased to respond to |
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| July 24, 2013 |
SLNN / Saleen Automotive, Inc. / Saleen Steve - SCHEDULE 13D/A Activist Investment stvs20130723sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Saleen Automotive, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 794016 105 (CUSIP Number) Steve Saleen c/o Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 (800) 88 |
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| July 24, 2013 |
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) July 18, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File Number) 45-2 |
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| July 24, 2013 |
EXHIBIT A AMENDMENT TO CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF SUPER VOTING PREFERRED STOCK OF SALEEN AUTOMOTIVE, INC. |
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| July 23, 2013 |
July 23, 2013 Via E-mail Steve Saleen Chief Executive Officer and President Saleen Automotive, Inc. |
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| July 11, 2013 |
Financial Statements and Exhibits - SALEEN AUTOMOTIVE FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) |
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| July 11, 2013 |
Exhibit 16.1 June 26, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: W270, Inc. Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated June 26, 2013, of W270, Inc., and are in agreement with the statements contained in the second and third paragraph, of such Item 4.01. We have no basis to agree or disagree with other statements of the registrant contained |
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| July 1, 2013 |
SLNN / Saleen Automotive, Inc. / Saleen Steve - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Saleen Automotive, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 794016 105 (CUSIP Number) Steve Saleen c/o Saleen Automotive, Inc. 2735 Wardlow Road Corona, California 92882 (800) 888-8945 (Name, Address an |
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| July 1, 2013 |
EXHIBIT 1 VOTING AGREEMENT This VOTING AGREEMENT, dated as of this 26th day of June, 2013 (“Agreement”), is by and among each of the persons whose signature appears under the caption “Stockholders” on the signature page hereof. |
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| June 27, 2013 |
Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2013 between W270, Inc., a Nevada corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), and W-Net Fund I, L.P., which will serve as the representative of |
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| June 27, 2013 | ||
| June 27, 2013 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into June 26, 2013, by and among, W270, Inc., a Nevada corporation (“W270” or, the “Company”), those stockholders of the Company set forth on the signature pages to this Agreement (the “Stockholders”) and those investors of the Company set forth on the signature pages to this Agreem |
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| June 27, 2013 |
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of June 26, 2013 (this “Agreement”), is among W270, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Debtors”), and the holders, each signatory hereto, of the Company’s 3.0% Senior Secured Convertible Notes issued or to be iss |
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| June 27, 2013 |
Exhibit 99.2 W270, INC., SALEEN AUTOMOTIVE INC. AND SMS SIGNATURE CARS PRO FORMA COMBINED BALANCE SHEET AS OF MARCH 31, 2013 (unaudited) Description Page (s) Notes to Unaudited Pro Forma Combined Financial Statements F-2 Unaudited Pro Forma Combined Balance Sheet as of March 31, 2013 F-6 Unaudited Pro Forma Combined Statement of Operations for the year ended March 31, 2013 F-7 Unaudited Pro Forma |
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| June 27, 2013 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Saleen Automotive, Inc. We have audited the accompanying combined balance sheets of Saleen Automotive, Inc. and SMS Signature Cars (the "Company"), as of March 31, 2013 and 2012, and the related combined statements of operations, stockholders' deficit and cash flows for the years then ended |
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| June 27, 2013 |
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into on last date written below, and is between Saleen Automotive Electric, Inc. |
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| June 27, 2013 |
W270, INC. 3.0% SENIOR SECURED CONVERTIBLE NOTE Exhibit 10.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| June 27, 2013 |
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): June 26, 2013 Saleen Automotive, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 27, 2013 | ||
| June 27, 2013 |
INTELLECTUAL PROPERTY SECURITY AGREEMENT Exhibit 10.5 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), dated as of June 26, 2013, is made by W270, Inc., a Nevada corporation (the “Company”), and all of the Subsidiaries of the Company (such Subsidiaries, the “Guarantors”, and together with the Company, the “Grantors”), in favor of the holders of the Company’s 3.0% Senior Secured Co |
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| June 27, 2013 | ||
| June 27, 2013 |
Exhibit 21.1 Subsidiaries Name Jurisdiction SMS Signature Cars, Inc. California Saleen Automotive, Inc. Florida |
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| June 21, 2013 |
EXHIBIT 3.1.2 CERTIFICATE OF DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF SUPER VOTING PREFERRED STOCK OF W270, INC. Pursuant to Section 78.1995 of the Nevada Revised Statutes RESOLVED FURTHER, that Pursuant to the authority expressly vested in the Board of Directors of the Corporation by the Articles of Incorporation, as amended (the “Articles of Incorporation”), an |
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| June 21, 2013 |
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) June 17, 2013 Saleen Automotive, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation) 333-176388 (Commission File Number) 45-2 |
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| June 21, 2013 |
Exhibit 3.1.1 |
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| June 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER W270, Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 45-2808694 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1328 West Balboa |
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| May 30, 2013 |
ESCROW AGREEMENT THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of this 24th day of May, 2013, by and among Stubbs Alderton & Markiles, LLP, a California limited liability partnership, as escrow agent (the “Escrow Agent”), W270, Inc. |
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| May 30, 2013 |
AGREEMENT AND PLAN OF MERGER BY AND AMONG W270, INC., SALEEN CALIFORNIA MERGER CORPORATION, SALEEN FLORIDA MERGER CORPORATION, SMS SIGNATURE CARS SALEEN AUTOMOTIVE, INC., AND STEVE SALEEN Dated as of May 23, 2013 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (“Agreement”) made this 23rd day of May, 2013 is entered into by and among W270, Inc., a Nevada corporation (“W270”), Saleen |
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| May 30, 2013 |
Assignment AND LICENSE AGREEMENT This Assignment and License Agreement (this “Agreement”) is made and entered into as of the 23rd day of May 2013, by and between (i) W270, Inc. |
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| May 30, 2013 |
W270, Inc. Enters Merger Agreement With Saleen Entities W270, Inc. Enters Merger Agreement With Saleen Entities NEWPORT BEACH, CA – May 30th, 2013 – W270, Inc. (OTCQB and OTCBB: WSTY) today announced that it has entered into a binding Agreement and Plan of Merger (Merger Agreement) with Saleen California Merger Corporation, Saleen Florida Merger Corporation, SMS Signature Cars, Saleen Automotive, Inc. and Steve Saleen. SMS Signature Cars and Saleen Aut |
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| May 30, 2013 |
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): May 23, 2013 W270, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Em |
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| May 17, 2013 |
May 17, 2013 Via E-mail Eric Stoppenhagen President W270, Inc. 1328 W. Balboa Blvd., Suite C Newport Beach, CA 92661 Re: W270, Inc. Preliminary Information Statement on Schedule 14C Filed April 11, 2013 File No. 333-176388 Dear Mr. Stoppenhagen: Based on the representations in your letter dated April 30, 2013 that you will not pursue the transaction you disclose in the Schedule 14C, we have comple |
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| May 13, 2013 |
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): May 13, 2013 W270, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. Em |
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| April 30, 2013 |
VIA EDGAR April 30, 2013 Ms. Maryse Mills-Apenteng Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3357 Re: W270, Inc. (“Company”) Preliminary Information Statement on Schedule 14C Filed April 11, 2013 File No. 333-176388 Dear Ms. Mills-Apenteng: This letter is in response to the Securities and Exchange Commission’s comment |
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| April 30, 2013 |
April 30, 2013 Via E-mail Eric Stoppenhagen President W270, Inc. 1328 W. Balboa Blvd., Suite C Newport Beach, CA 92661 Re: W270, Inc. Preliminary Information Statement on Schedule 14C Correspondence dated April 23, 2013 File No. 333-176388 Dear Mr. Stoppenhagen: We have reviewed your correspondence and have the following comment. Unless otherwise noted, references in this letter to prior comments |
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| April 23, 2013 |
W270, Inc. April 23, 2013 VIA EDGAR AND FACSIMILE Ms. Maryse Mills-Apenteng Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Tel (202) 551-3357 Re: W270, Inc. (“Company”) Preliminary Information Statement on Schedule 14C Filed April 11, 2013 File No. 333-176388 Dear Ms. Mills-Apenteng: This letter is in response to the Securities and Exch |
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| April 19, 2013 |
April 19, 2013 Via E-mail Eric Stoppenhagen President W270, Inc. 1328 W. Balboa Blvd., Suite C Newport Beach, CA 92661 Re: W270, Inc. Preliminary Information Statement on Schedule 14C Filed April 11, 2013 File No. 333-176388 Dear Mr. Stoppenhagen: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand y |
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| April 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: S Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Information Statement W270, INC. |
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| March 18, 2013 |
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): March 13, 2013 W270, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R.S. |
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| March 18, 2013 |
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of the 13th day of March, 2013, by and among W270, Inc., a Nevada corporation (the “Company”), and W-Net Fund I, L.P. (the “Stockholder”). W I T N E S S E T H: WHEREAS, Stockholder have purchased 3,000,000 shares of common stock of the Company (the “Common Stock”); WHEREAS, |
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| February 13, 2013 |
Exhibit 16.1 PLS CPA, A PROFESSIONAL CORP. t 4725 MERCURY STREET #210 t SAN DIEGO t CALIFORNIA 92111t t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979 t E-MAIL [email protected] t February 13, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7561 Re: W270, Inc. Dear Madame or Sir On February 13, 2013 our appointment as auditor for W270, Inc., ceas |
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| February 13, 2013 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): February 13, 2013 W270, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 333-176388 45-2808694 (State or Other Jurisdiction of Incorporation) (Commission File No.) (I.R. |
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| December 5, 2012 |
CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT Exhibit 10.1 CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 1st day of December, 2012 (the “Effective Date”) by and between W270, Inc. (the “Company”), and Eric Stoppenhagen(“Consultant”). WHEREAS, the Company desires to engage Consultant to provide certain services as set forth |
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| December 5, 2012 |
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) November 30, 2012 W270, INC. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 333-176388 1328 West Balboa Boule |
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| November 30, 2012 |
- NOVEMBER 30, 2012 SCHEDULE 14F-1 November 30, 2012 Schedule 14f-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 14, 2012 |
2,000,000 SHARES COMMON STOCK W270, INC. Form 424(b)(3) Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933, As Amended Registration No. |
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| May 4, 2012 |
SEC Response W270, Inc. (a professional IT consultancy business) May 4, 2012 United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Re: W270, Inc. (the “Company”) - Form S-1 Registration Statement – Acceleration Request File No.: 333-176388 Dear Sir/Madam: This letter serves as our request, in accordance with Rule 461, for acceleration of the effectiveness of the |
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| May 4, 2012 |
- FORM S-1/A5 PRE EFFECTIVE AMENDMENT FORM S-1/A5 Pre Effective Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 16, 2012 |
- FORM S-1/A4 REGISTRATION STATEMENT Form S-1/A4 Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 16, 2012 |
Exhibit 99.2b Escrow Agreement Exhibit 99.2b ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into this 13th day of April, 2012, by and among W270, Inc., a Nevada corporation (the "Issuer"), and Mintz & Fraade, P.C. a New York professional corporation (the "Escrow Agent"). WHEREAS, the Issuer has filed with the Securities and Exchange Commission ("SEC") a regist |
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| April 13, 2012 |
SEC Response Letter MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER KEVIN J. MCGRAW ARTHUR L. PORTER, JR TELECOPIER JON M. PROBSTEIN (212) 486-0701 SEYMOUR REITKNECHT I. FREDERICK SHOTKIN April 13, 2012 Matthew Crispino, Esq. Staff Attorney U.S. Securities and Exchange Commission 100 F Street, N. |
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| April 9, 2012 |
April 9, 2012 Via E-mail Wesley E. Fry, CEO W270, Inc. 4221 Camino Allegre La Mesa, CA 91941 Re: W270, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed March 16, 2012 File No. 333-176388 Dear Mr. Fry: We have reviewed your amended registration statement and have the following comments. Prior comments refer to those in our letter dated December 13, 2011. Prospectus Cover Page 1. Ple |
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| March 16, 2012 |
- FORM S-1/PRE-EFFECTIVE AMENDMENT NO. 3 FORM S-1/PRE-EFFECTIVE AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1/PRE-EFFECTIVE AMENDMENT NO. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 W270, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 7373 (Primary Standard Industrial Classification Code Numb |
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| March 16, 2012 |
Exhibit 10.3 Termination Agreement Exhibit 10.3 TERMINATION AGREEMENT AGREEMENT dated this 11th day of January 2012, by and between W270, INC. (hereinafter “W270”), a Nevada corporation, with offices located at 4221 Camino Alegre, La Mesa, California, 91941, Wesley E. Fry, President of W270 and Gary B. Wolff, P.C., counsel to W270, with offices located at 488 Madison Avenue, Suite 1100, New York, |
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| March 16, 2012 |
W270, INC. Subscription Agreement Exhibit 99.1a Subscription Agreement Exhibit 99.1(a) W270, INC. Subscription Agreement 1. Investment : The undersigned (“Buyer”) subscribes for Shares of Common Stock of W270, INC. (“Company”) at $0.01 per share. Total subscription price ($0.01 times the number of Shares): = $. PLEASE MAKE CHECKS PAYABLE TO: Mintz & Fraade P.C. – Attorney Escrow Account 2. Investor information : Name (type or prin |
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| March 16, 2012 |
Exhibit 99.2a Escrow Agreement as Amended Exhibit 99.2a ESCROW AGREEMENT This Escrow Agreement (the " Escrow Agreement") is made and entered into this day of March, 2012, by and among W270, Inc., a Nevada corporation (the "Issuer"), and Mintz & Fraade, P.C. a New York professional corporation (the "Escrow Agent"). WHEREAS, the Issuer has filed with the Securities and Exchange Commission ("SEC") a |
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| March 15, 2012 |
SEC Response MINTZ & FRAADE, P.C. COUNSELORS AT LAW 488 MADISON AVENUE NEW YORK, NEW YORK 10022 TELEPHONE OF COUNSEL (212) 486-2500 JAY D. FISCHER EDWARD C. KRAMER KEVIN J. MCGRAW ARTHUR L. PORTER, JR TELECOPIER JON M. PROBSTEIN (212) 486-0701 SEYMOUR REITKNECHT I. FREDERICK SHOTKIN March 13, 2012 Matthew Crispino, Esq. Staff Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Wash |
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| December 14, 2011 |
December 13, 2011 Via E-mail Wesley E. Fry, CEO W270, Inc. 4221 Camino Allegre La Mesa, CA 91941 Re: W270, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 8, 2011 File No. 333-176388 Dear Mr. Fry: This is a follow-up to our letter dated December 5, 2011, in which we provided initial comments on amendment No. 2 to your registration statement on Form S-1, filed on November |
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| December 6, 2011 |
December 5, 2011 Via E-mail Wesley E. Fry, CEO W270, Inc. 4221 Camino Allegre La Mesa, CA 91941 Re: W270, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 8, 2011 File No. 333-176388 Dear Mr. Fry: We have reviewed your amended registration statement and have the following comments. Prior comments refer to those in our letter dated October 18, 2011. General 1. Please be adv |
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| November 8, 2011 |
SEC Response Letter GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] November 8, 2011 Matthew Crispino, Esq. Staff Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: W270, Inc. (the “Company” or “Issuer”) Registration Statement Form S1/ Pre-Effect |
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| October 18, 2011 |
October 18, 2011 Via E-mail Wesley E. Fry, CEO W270, Inc. 4221 Camino Allegre La Mesa, CA 91941 Re: W270, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 30, 2011 File No. 333-176388 Dear Mr. Fry: We have reviewed your amended registration statement and have the following comments. Prior comments refer to those in our letter dated September 14, 2011. General 1. A review |
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| September 30, 2011 |
SEC Response Letter GARY B. WOLFF, P.C. COUNSELOR AT LAW 488 Madison Avenue Suite 1100 New York, New York 10022 Tel: (212) 644-6446 Fax: (212) 644-6498 Email: [email protected] September 29, 2011 Matthew Crispino, Esq. Staff Attorney U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: W270, Inc. (the “Company” or “Issuer”) Registration Statement Form S1/ Pre-Effe |
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| September 14, 2011 |
September 14, 2011 Via U.S. Mail Wesley E. Fry, CEO W270, Inc. c/o The Corporate Place, Inc. 601 E. Charleston Street, Suite 100 Las Vegas, NV, 89104 Re: W270, Inc. Registration Statement on Form S-1 Filed August 18, 2011 File No. 333-176388 Dear Mr. Fry: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with informa |
