MULLEN AUTOMOTIVE INC
For the period ended Sep 30, 2024. Filed Jan 24, 2025.
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FY2024 · Filed Jan 24, 2025
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Financial Statements. |
The consolidated financial statements of Mullen Automotive Inc. and notes thereto and the reports of the independent registered public accounting firms thereon are set forth beginning on page F‑1 and filed as part of this Report.
| 2. | Exhibits. |
The exhibits filed or furnished as part of this Annual Report on Form 10‑K are those listed in the following Exhibit Index.
EXHIBIT INDEX
| Incorporated by Reference · Filed/ Furnished | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | |||||
| 2.1+ | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. | 8-K | 001-34887 | 2.1 | 09/08/2022 |
| 2.1(a) | First Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger. | 8-K | 001-34887 | 2.1 | 10/14/2022 |
| 2.1(b) | First Amendment to the Cash Escrow Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. | 8-K | 001-34887 | 2.2 | 10/14/2022 |
| 2.1(c) | First Amendment to the Stock Reservation Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company. | 8-K | 001-34887 | 2.3 | 10/14/2022 |
| 2.2 | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Robert Bollinger. | 8-K | 001-34887 | 2.2 | 09/08/2022 |
| 2.3 | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and John Masters. | 8-K | 001-34887 | 2.3 | 09/08/2022 |
| 2.4+ | Common Stock Purchase Agreement, dated as of September 7, 2022, by and among Mullen Automotive Inc. and Seaport Global Asset Management SPV LLC - Series A. | 8-K | 001-34887 | 2.4 | 09/08/2022 |
| 2.5+ | Asset Purchase Agreement dated September 16, 2022 between the Company and David W. Carickhoff, solely as Chapter 7 trustee of the Bankruptcy Estates of Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc. | 8-K | 001-34887 | 10.1 | 09/19/2022 |
| 3.1(a) | Second Amended and Restated Certificate of Incorporation of Mullen Automotive Inc., dated November 5, 2021 | 8-K | 001-34887 | 3.2 | 11/12/2021 |
| Incorporated by Reference · Filed/ Furnished | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 3.1(b) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Mullen Automotive Inc., dated March 8, 2022 | 8-K | 001-34887 | 3.1 | 03/10/2022 | |
| 3.1(c) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on July 26, 2022 | 8-K | 001-34887 | 3.1 | 07/27/2022 | |
| 3.1(d) | Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock. | S-3ASR | 333-267502 | 4.1(c) | 09/19/2022 | |
| 3.1(e) | Certificate of Mullen Automotive Inc. Increasing Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock. | S-3ASR | 333-267913 | 4.1(d) | 10/17/2022 | |
| 3.1(f) | Certificate of Designation of Series AA Preferred Stock, filed November 14, 2022 | 8-K | 001-34887 | 3.1 | 11/14/2022 | |
| 3.1(g) | Certificate of Cancellation filed on January 30, 2023 | 8-K | 001-34887 | 3.1 | 01/30/2023 | |
| 3.1(h) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on January 30, 2023 | 8-K | 001-34887 | 3.2 | 01/30/2023 | |
| 3.1(i) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on May 3, 2023 | 8-K | 001-34887 | 3.1 | 05/05/2023 | |
| 3.1(j) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on August 10, 2023 | 8-K | 001-34887 | 3.1 | 08/11/2023 | |
| 3.1 (k) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on December 20, 2023 | 8-K/A | 001-34887 | 3.1 | 12/21/2023 | |
| 3.1(l) | Certificate of Designation of Rights, Preferences and Privileges of Series A-1 Junior Participating Preferred Stock filed on May 1, 2024 | 8-K | 001-34887 | 3.1 | 5/6/2024 | |
| 3.1(m) | Certificate of Mullen Automotive Inc. of Preferred Stock Designated as Series E Preferred Stock filed on May 31, 2024. | 8-K | 001-34887 | 3.1 | 6/6/2024 | |
| 3.1(n) | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation filed on September 16, 2024 | 8-K | 001-34887 | 3.1 | 9/20/2024 | |
| 3.2 | Amended and Restated Bylaws, as of November 30, 2023 | 10-K | 001-34887 | 3.2 | 1/17/2024 | |
| 4.1 | Description of Company’s Securities | ✔ | ||||
| 4.2 | Warrant dated March 14, 2023 issued to Qiantu Motor USA, Inc. | 10-Q | 001-34887 | 4.2 | 05/15/2023 | |
| 10.1# | Mullen Automotive Inc. 2022 Equity Incentive Plan | DEF 14A | 001-34887 | Appx B | 06/24/2022 | |
| 10.1(a)# | Amendment to 2022 Equity Incentive Plan dated August 3, 2023 | 8-K | 001-34887 | 10.1 | 08/07/2023 | |
| 10.1(b)# | Amendment to 2022 Equity Incentive Plan dated September 9, 2024 | 8-K | 001-34887 | 10.1 | 9/13/2024 | |
| 10.1(c)# | Form of Stock Option Agreement under 2022 Equity Incentive Plan | 10-K | 001-34887 | 10.2(a) | 1/13/2023 | |
| 10.1(d)# | Form of Restricted Stock Agreement under 2022 Equity Incentive Plan | 10-K | 001-34887 | 10.2(b) | 1/13/2023 | |
| Incorporated by Reference · Filed/ Furnished | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 10.1(e)# | Form of Restricted Stock Unit Agreement under 2022 Equity Incentive Plan | 10-K | 001-34887 | 10.2(c) | 1/13/2023 | |
| 10.2# | CEO Performance Stock Award Agreement dated May 5, 2022 between Mullen Automotive Inc. and David Michery | 8-K | 001-34887 | 10.2 | 07/27/2022 | |
| 10.3# | CEO Performance Stock Award Agreement dated June 8, 2023 between Mullen Automotive Inc. and David Michery | 8-K | 001-34887 | 10.2 | 08/07/2023 | |
| 10.3(a)# | Amendments to 2022 Performance Stock Award Agreement and 2023 Performance Stock Award Agreement dated December 27, 2024 between Mullen Automotive Inc. and David Michery | ✔ | ||||
| 10.4 | Amended and Restated Secured Convertible Note and Security Agreement dated June 17, 2022 Esousa Holdings LLC | 8-K | 001-34887 | 10.1 | 06/21/2022 | |
| 10.4(a) | Letter Agreement (Sale of Note) dated June 17, 2022 | 8-K | 001-34887 | 10.2 | 06/21/2022 | |
| 10.4(b) | Exchange Agreement, dated as of October 14, 2022, by and among Mullen Automotive Inc. and Esousa Holdings LLC. | 8-K | 001-34887 | 10.1 | 10/21/2022 | |
| 10.4(c) | Secured Convertible Note and Security Agreement dated October 14, 2022 with Esousa Holdings LLC. | 8-K | 001-34887 | 10.2 | 10/21/2022 | |
| 10.5# | Amended and Restated Employment Agreement, dated as of June 1, 2021, by and between David Michery and Mullen Technologies, Inc. | S-4/A | 333-256166 | 10.10 | 07/22/2021 | |
| 10.6 | Transition Services Agreement, dated as of May 12, 2021, by and between Mullen Technologies, Inc. and Mullen Automotive Inc. | S-4/A | 333-256166 | 10.14 | 07/22/2021 | |
| 10.6(a) | Termination Agreement, dated January 15, 2024, by and between Mullen Technologies, Inc. and Mullen Automotive Inc. | 10-K | 001-34887 | 10.6(a) | 1/17/2024 | |
| 10.7 | Tax Sharing Agreement, dated May 12, 2021, by and among Mullen Technologies, Inc. and Mullen Automotive Inc. | S-4/A | 333-256166 | 10.15 | 07/22/2021 | |
| 10.8 | Consultant Agreement dated October 26, 2021 between the Company and Mary Winter | 10-K | 001-34887 | 10.25 | 12/29/2021 | |
| 10.9 | Loan Commitment with NuBridge Commercial Lending executed February 23, 2022 | 8-K | 001-34887 | 10.2 | 02/28/2022 | |
| 10.9(a) | Guaranty dated March 7, 2022 between NuBridge Commercial Lending, LLC and David Michery | 10-Q | 001-34887 | 10.4(a) | 05/16/2022 | |
| 10.10 | Securities Purchase Agreement dated June 7, 2022 for Series D Preferred Stock and Warrants | 8-K | 001-34887 | 10.1 | 06/10/2022 | |
| 10.10(a) | Amendment No. 1 dated June 23, 2022 to Securities Purchase Agreement dated June 7, 2022 | 8-K | 001-34887 | 10.1 | 06/24/2022 | |
| 10.10(b) | Amendment No. 2 dated September 19, 2022 to Securities Purchase Agreement dated June 7, 2022 | S-3ASR | 333-267502 | 99.3 | 09/19/2022 | |
| 10.10(c) | Amendment No. 3 to the Securities Purchase Agreement, dated November 15, 2022, by and between Mullen Automotive Inc. and the buyers named therein | 8-K | 001-34887 | 10.1 | 11/21/2022 | |
| 10.10(d) | Form of Convertible Note dated November 15, 2022 | 8-K | 001-34887 | 10.2 | 11/21/2022 | |
| Incorporated by Reference · Filed/ Furnished | |||||
|---|---|---|---|---|---|
| Exhibit No. · Exhibit Description · Form · File No. · Exhibit · Filing Date · Herewith | |||||
| 10.10(e) | Amendment No. 4 to the Securities Purchase Agreement, dated April 3, 2023, by and between Mullen Automotive Inc. and the buyers named therein | 8-K | 001-34887 | 10.1 | 04/07/2023 |
| 10.10(f) | Form of Promissory Note | 8-K | 001-34887 | 10.2 | 04/07/2023 |
| 10.10(g) | Letter Agreement, dated May 15, 2023, by and among Mullen Automotive Inc. and the buyers named therein | 8-K | 001-34887 | 10.1 | 05/19/2023 |
| 10.10(h) | Letter Agreement, dated June 5, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC | 8-K | 001-34887 | 10.1 | 06/05/2023 |
| 10.10(i) | Letter Agreement, dated June 12, 2023, by and between Mullen Automotive Inc. and the buyers named therein | 8-K | 001-34887 | 10.1 | 06/12/2023 |
| 10.10(j) | Letter Agreement, dated June 22, 2023, by and between Mullen Automotive Inc. and the buyers named therein. | 8-K | 001-34887 | 10.1 | 06/26/2023 |
| 10.10(k) | Letter Agreement, dated June 26, 2023, by and between Mullen Automotive Inc. and Ault Lending, LLC | 8-K | 001-34887 | 10.2 | 06/26/2023 |
| 10.10(l) | Letter Agreement, dated June 20, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC. | 8-K | 001-34887 | 10.3 | 06/26/2023 |
| 10.11 | Lease dated June 29, 2022 between the Company and Lakeview Business Center, LLC | 10-Q | 001-34887 | 10.7 | 08/12/2022 |
| 10.12 | Consulting Agreement dated January 12, 2022 between the Company and Ignacio Novoa | 10-Q | 001-34887 | 10.8 | 08/12/2022 |
| 10.13 | Firm Order Agreement dated December 12, 2022, between Randy Marion Isuzu, LLC and the Company | 8-K | 001-34887 | 10.1 | 12/15/2022 |
| 10.14# | Offer Letter with Jonathan New dated September 7, 2022 | 10-K | 001-34887 | 10.22 | 1/13/2023 |
| 10.15 | Settlement Agreement dated January 13, 2023 with Acuitas, J. Fallon and Mank Capital | 10-K | 001-34887 | 10.23 | 1/13/2023 |
| 10.15(a) | Form of Promissory Note | 10-K | 001-34887 | 10.23(a) | 1/13/2023 |
| 10.16 | Waiver Agreement dated January 12, 2023 with Series C Preferred Stockholders | 10-K | 001-34887 | 10.24 | 1/13/2023 |
| 10.17 | Settlement Agreement dated January 13, 2023 with respect to Series D Securities Purchase Agreement | 10-K | 001-34887 | 10.25 | 1/13/2023 |
| 10.17(a) | Form of Warrant | 10-K | 001-34887 | 10.25(a) | 1/13/2023 |
| 10.17(b) | Amendment to the Settlement Agreement, dated March 2, 2023, by and between Mullen Automotive Inc. and Acuitas Capital LLC | 8-K | 001-34887 | 10.1 | 03/06/2023 |
| 10.18 | Settlement Agreement, dated as of March 14, 2023, by and among Mullen Automotive Inc., Qiantu Motor (Suzhou) Ltd., and Qiantu Motor USA, Inc. | 10-Q | 001-34887 | 10.5 | 05/15/2023 |
| 10.18(a)+ | Intellectual Property and Distribution Agreement, dated as of March 14, 2023, by and among Mullen Automotive Inc., Qiantu Motor (Suzhou) Ltd., and two affiliates of Qiantu Motor (Suzhou) Ltd. | 10-Q | 001-34887 | 10.5(a) | 05/15/2023 |
| Incorporated by Reference · Filed/ Furnished | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 10.19# | Employment Agreement between the Company and Chester Bragado dated March 21, 2023 | 10-Q | 001-34887 | 10.6 | 05/15/2023 | |
| 10.20 | Promissory Note dated March 31, 2023 from Mullen Technologies, Inc. to Mullen Automotive Inc., and Addendum dated August 12, 2023 | 10-K | 001-34887 | 10.20 | 1/17/2024 | |
| 10.21 | Change of Control Agreement dated August 14, 2023 between Mullen Automotive Inc. and David Michery | 10-K | 001-34887 | 10.21 | 1/17/2024 | |
| 10.22 | Form of Change of Control Agreement dated August 14, 2023 between Mullen Automotive Inc. and each non-employee director | 10-K | 001-34887 | 10.22 | 1/17/2024 | |
| 10.23 | Securities Purchase Agreement, dated December 18, 2023, by and among Mullen Automotive Inc. and the purchaser named therein | 8-K | 001-34887 | 10.1 | 12/22/2023 | |
| 10.24 | Commitment Letter dated May 14, 2024 | 10-Q | 001-34887 | 10.2 | 5/14/2024 | |
| 10.25 | Securities Purchase Agreement dated May 14, 2024 by and among Mullen Automotive Inc. and the purchasers named therein | 10-Q | 001-34887 | 10.3 | 5/14/2024 | |
| 10.25(a) | Form of Convertible Note | 10-Q | 001-34887 | 10.3(a) | 5/14/2024 | |
| 10.25(b) | Form of Warrant | 10-Q | 001-34887 | 10.3(b) | 5/14/2024 | |
| 10.25(c) | Registration Rights Agreement dated May 14, 2024 by and among Mullen Automotive Inc. and the purchasers named therein | 10-Q | 001-34887 | 10.3(c) | 5/14/2024 | |
| 10.25(d) | Additional Investment Right Agreement dated December 12, 2024 by and among Mullen Automotive Inc. and the purchasers named therein | ✔ | ||||
| 10.25(e) | Additional Investment Rights Agreement dated December 31, 2024 by and among Mullen Automotive Inc. and the purchaser named therein | ✔ | ||||
| 10.26 | Common Stock Purchase Agreement, dated as of May 21, 2024, by and between the Company and the Investor | 8-K | 001-34887 | 10.1 | 5/24/2024 | |
| 10.26(a) | Registration Rights Agreement, dated as of May 21, 2024, by and between the Company and the Investor | 8-K | 001-34887 | 10.2 | 5/24/2024 | |
| 10.27 | Settlement Agreement and Release, dated May 31, 2024, by and between Mullen Automotive Inc. and the investor thereto. | 8-K | 001-34887 | 10.1 | 6/6/2024 | |
| 10.28 | Settlement Agreement and Release, dated May 13, 2024, by and between Mullen Automotive Inc. and Silverback Capital Corporation | 10-Q | 001-34887 | 10.1 | 8/12/2024 | |
| 10.29 | Purchase Agreement dated August 23, 2024 between the Mullen Automotive Inc, VoltiE Group and Volt Mobility Holding Ltd. | 8-K | 001-34887 | 10.1 | 8/26/2024 | |
| 10.29(a) | Amendment to Purchase Agreement dated November 4, 2024 | ✔ | ||||
| 10.30 | Amended and Restated Secured Promissory Note dated October 24, 2024 issued by Bollinger Motors, Inc. | 8-K | 001-34887 | 10.1 | 10/28/2024 | |
| 10.31 | Settlement Agreement and Stipulation dated November 19, 2024 between Mullen Automotive Inc and investors named therein (Form of Pre-Funded Warrant attached as Exhibit A) | ✔ | ||||
| 10.32 | Asset Purchase Agreement dated July 18, 2024 between Mullen Automotive Inc and Mullen Technologies, Inc | ✔ | ||||
| 10.33#+ | Employment Agreement dated August 5, 2024 between Mullen Automotive Inc. and John Taylor | ✔ | ||||
| 16.1 | Letter from Daszkal Bolton LLP dated March 3, 2023 | 8-K | 001-34887 | 16.1 | 03/03/2023 | |
| 19.1 | Insider Trading Policy | 10-K | 001-34887 | 19.1 | 1/17/2024 | |
| 21.1 | List of Subsidiaries | ✔ | ||||
| Incorporated by Reference · Filed/ Furnished | ||||||
|---|---|---|---|---|---|---|
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
| 23.1 · Consent of Independent Registered Public Accounting Firm (RBSM LLP) · ✔ | ||||||
| 24.1 · Power of Attorney (included on signature page) · ✔ | ||||||
| 31.1 · Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 · ✔ | ||||||
| 31.2 · Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 · ✔ | ||||||
| 32.1 · Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350 · ✔ | ||||||
| 97.1 | Clawback Policy | 10-K | 001-34887 | 97.1 | 01/17/2024 | |
| 101.INS | The following financial information from the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language), is filed electronically herewith: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Loss; (iii) Consolidated Statement of Changes in Stockholders’ Equity (Deficit); (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | ✔ | ||||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101). | ✔ | ||||
| # | Indicates management compensatory plan, contract or arrangement. |
|---|---|
| + | Mullen Automotive Inc. has omitted certain exhibits pursuant to Item 601(a)(5) of Regulation S-K and shall furnish supplementally to the Securities and Exchange Commission copies of any of the omitted exhibits upon request by the SEC. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.