BOLLINGER INNOVATIONS, INC.

NOTE** 1 –DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Bollinger Innovations, Inc., a Delaware corporation (“we” or the “Company”), is a Southern California-based development-stage electric vehicle company that operates in various verticals of businesses focused within the automotive industry. Effective* July 28, 2025,*the Company changed its name from "Mullen Automotive Inc." to "Bollinger Innovations, Inc." The Company’s Nasdaq stock symbol also changed to "BINI", effective as the market open on the same date.

The Company controls the following wholly owned subsidiaries: Ottava Automotive, Inc., a California corporation, Mullen Indiana Real Estate, LLC, a Delaware limited liability company, Mullen Investment Properties LLC, a Mississippi limited liability company, and Mullen Advanced Energy Operations, LLC, a California limited liability company. The Company also holds a majority ownership in Bollinger Motors, Inc., a Delaware corporation.

Mullen Automotive Inc., a California corporation (“Previous Mullen”), was originally formed on* April20,* 2010, as a developer and manufacturer of electric vehicle technology and operated as the Electric Vehicle (“EV”) division of Mullen Technologies, Inc. (“MTI”) until* November 5, 2021,at which time Previous Mullen underwent a capitalization and corporate reorganization by way of a spin-off to its shareholders, followed by a reverse merger with and into Net Element, Inc., which was accounted for as a reverse merger transaction, in which Previous Mullen was treated as the acquirer for financial accounting purposes. (the “Merger”). The Company changed its name from “Net Element, Inc.” to “Mullen Automotive Inc” and the Nasdaq ticker symbol for the Company’s common stock, par value $0.001 (the “common stock”), changed from “NETE” to “MULN” on the Nasdaq Capital Market (the “Nasdaq” or the “Nasdaq Capital Market”) at the opening of trading on November5,* 2021.

The Company is building and delivering the newest generation of commercial trucks.

The Company's acquisition of a controlling interest in Bollinger Motors, Inc. in* September 2022positioned the Company into the medium duty truck classes4*-6, along with the Sport Utility and Pick Up Trucks EV segments. Thefirst Bollinger vehicles were sold in* September 2024.*

Basis of Presentation and Principles of Consolidation

These unaudited interim condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). The financial statements reflect the consolidated financial position and results of operations, which include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated, if any. Certain prior-period amounts have been reclassified in the accompanying condensed consolidated financial statements and notes thereto in order to conform to the current period presentation. Noncontrolling interest presented in these condensed consolidated financial statements relates to the portion of equity (net assets) in subsidiariesnot attributable, directly or indirectly, to the Company. Net income or loss are allocated to noncontrolling interests by multiplying the relative ownership interest of the noncontrolling interest holders for the period by the net income or loss of the entity to which the noncontrolling interest relates.

These unaudited interim condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated financial statements for any interim period arenot necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. Comprehensive loss isnot separately presented as the amounts are equal to net loss for thenine months ended* June 30, 2025and2024*. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form10-K for the year ended* September 30, 2024* (the*"2024* Annual Report").

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Reverse Stock Splits

Our common stock is listed on the Nasdaq Capital Market. To maintain that listing, we must satisfy minimum financial and other requirements including, without limitation, a requirement that our closing bid price be at least $1.00 per share.

On* June 2, 2025,the Company effected1*-for-100 reverse stock split of its common stock, and on* August 4, 2025,the Company effected a1*-for-250 reverse stock split, as further described inNote20* - Subsequent events,*which were applied retroactively to these consolidated financial statements.

In addition to the reverse stock splits referred to above, the Company previously effected an1-for-25 reverse stock split on* May 4, 2023,a1*-for-9 reverse stock split on* August 11, 2023,a1*-for-100 reverse stock split on* December 21, 2023,a1*-for-100 reverse stock split on* September 17,2024, a1-for-60 reverse stock split on February 18, 2025,and a1*-for-100 reverse stock split on* April 11, 2025.*The Company retroactively adjusted its historical financial statements to reflect the reverse stock splits.

As a result of these reverse stock splits, the number of shares of common stock that can be issued upon exercise of warrants, preferred stock and other convertible securities, as well as any commitments to issue securities that provide for adjustments in the event of a reverse stock split, were appropriately adjusted under their applicable terms for the reverse stock splits. If applicable, the conversion price for each outstanding share of preferred stock and the exercise price for each outstanding warrant was increased, pursuant to their terms, in inverse proportion to the split ratio such that upon conversion or exercise, the aggregate conversion price for conversion of preferred stock and the aggregate exercise price payable by the warrant holder to the Company for shares of common stock subject to such warrant will remain approximately the same as the aggregate conversion or exercise price, as applicable, prior to the reverse stock splits.No fractional shares were issued in connection with the reverse stock splits. All fractional shares were rounded up to the nearest whole share.

The reverse stock splits havenot changed the authorized number of shares or the par value of the common stock, nor modified any voting rights of the common stock. The number and par value of Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series F Preferred Stock and Series G Preferred Stock werenot affected by the reverse stock splits. Still, their conversion ratios have been proportionally adjusted. There wereno outstanding shares of Series B Preferred Stock and Series E Preferred Stock as of the effective date of the reverse stock splits.

The Company retroactively adjusted its historical financial statements to reflect the reverse stock splits (seeNote10* - Loss per share* for the reverse stock splits effect on loss per share). All issued and outstanding common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect the reverse stock splits for all periods presented. The common stock and additional paid-in-capital line items of the financial statements were retroactively adjusted to account for the reverse stock splits for all periods presented.

The retroactive impact of the latest reverse stock splits on the shares of common stock previously reported for the fiscal year ended* September 30, 2024,*was as follows. Appropriate retroactive adjustments (at par value of $0.001) were made to the common stock and additional paid-in capital in the consolidated balance sheets and consolidated statement of stockholders' deficit.

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NOTE 2 –** LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN**

These unaudited interim condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern over the nexttwelve months from the date of filing this report. The Company's principal source of liquidity consists of existing cash and restricted cash of approximately $0.9 million as of* June 30, 2025*. During thenine months ended* June 30, 2025*, the Company used approximately $69.4 million of cash for operating activities. The net working capital deficit on* June 30, 2025* amounted to approximately $144.1 million, or $41.6 million after excluding derivative and warrant liabilities and liabilities to issue stock that are supposed to be settled by issuing common stock without using cash. For thenine months ended* June 30, 2025*, the Company incurred a net loss of approximately $304.4 million, and as of* June 30, 2025*, our accumulated deficit was approximately $2.6 billion.

The Company believes that its available liquidity willnot be sufficient to meet its current obligations for a period of at leasttwelve months from the date of the filing of these unaudited interim condensed consolidated financial statements. Accordingly, the Company has concluded there is substantial doubt about its ability to continue as a going concern. During thenine months ended* June 30, 2025*, the Company decided to temporarily shut down key production facilities due to short-term liquidity constraints. This action directly impacts our ability to produce vehicles. Should this shutdown continue, our cash flows from operating activities are expected to be further negatively affected, which would further worsen the Company’s cash position. Management is pursuing several strategies to address liquidity concerns, including equity or debt financing and cost reduction and operational restructuring. Despite these efforts, there isno assurance that these initiatives will be successful. Without additional funding, the Company* maybe unable to continue operations and could be required to seek bankruptcy protection within30* days of the issuance of these financial statements.

These unaudited interim condensed consolidated financial statements donot include any adjustments to the carrying amounts of assets or liabilities that* may*result from the outcome of these uncertainties.

NOTE 3 –** SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

Significant accounting policies are defined as those that reflect significant judgments and uncertainties and potentially result in materially different results under different assumptions and conditions. See our2024 Annual Report for a detailed discussion of our accounting policies.

Use of Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, butnot limited to, cash flow projections and discount rate for calculation of goodwill impairment, fair value and impairment of long-lived assets, including intangible assets, inventory valuation, and fair value of financial instruments. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for carrying values of assets and liabilities and the recording of costs and expenses that arenot readily apparent from other sources. The actual results* may*differ materially from these estimates.

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Risks and Uncertainties

We operate within an industry that is subject to rapid technological change, intense competition, and significant government regulation. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological and regulatory risks associated with an emerging business. The Company is dependent on its suppliers, including single-source suppliers. It depends on the ability of these suppliers to deliver the necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us. Anyone or combination of these or other risks could have a substantial impact on our future operations and prospects for commercial success.

Restricted Cash

Cash obtained from customer deposits is held by the Company and is deemed restricted from use to fund operations.

Accounts Receivable

Accounts receivable consist of receivables from our customers for the sale of vehicles. The Company provides an allowance against accounts receivable for any expected credit losses. The Company recordedno allowance as of* June 30, 2025* and* September 30, 2024*.

Inventory

Inventories are stated at the lower of cost or net realizable value and consist of raw materials, work in progress, and finished goods. The net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost of inventories is determined using the standard cost method, which approximates actual cost on afirst-in,first-out basis. Cost includes direct materials, direct labor and a proportionate share of manufacturing overhead costs based on normal capacity. Regular reviews are performed to identify and account for variances between the standard costs and actual costs. The Company regularly reviews its inventory for excess quantities and obsolescence. This analysis takes into account factors such as demand forecasts, product life cycles, product development plans and current market conditions. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on hand is in excess of the future demand forecast, the excess amounts are written-off. Once inventory is written down to a net realizable value, a new, lower-cost basis is established, and the inventory isnot subsequently written up if market conditions improve. All such inventory write-downs are included as a component of cost of revenues in the period in which the write-down occurs. The Company records inventory write-downs for excess or obsolete inventories based upon assumptions about current and future demand forecasts. If inventory on-hand is in excess of the future demand forecast, the excess amounts are written-off.

Property, Plant and Equipment, Net

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Repairs and maintenance expenditures that donot extend the useful lives of related assets are expensed as incurred.

Estimated Useful Lives

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Expenditures for improvements are capitalized, while minor replacements, maintenance and repairs, which donot extend the asset's life, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in operations. Company management continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, plant and equipment* may**not* be recoverable per the provisions of ASC360, “Property, Plant and Equipment.”* *When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Income Taxes

The Company and its less than100% owned subsidiaries are filing separate tax returns, and we calculate the provision for income taxes by using a "separate" return method. Section174 capitalization and R&D credits are calculated using consolidated tax return rules and allocated among the Company's members. The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in the tax law.

Income taxes are recorded in accordance with ASC740**, "Income Taxes,"which provides for deferred taxes using an asset and liability approach. We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely thannot that some or all of the deferred tax assets willnot be realized. We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because the recoverability of the tax assets doesnot meet the “more likely thannot” requirement as of* June 30, 2025* and* September 30, 2024*

Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the “more likely thannot” threshold for financial statement recognition and measurement. There are transactions that occur during the ordinary course of business for which the ultimate tax determination* maybe uncertain. As of June 30, 2025*, and* September 30, 2024*, there wereno material changes to either the nature or the amounts of the uncertain tax positions.

Intangible Assets, Net

Intangible assets consist of acquired and developed intellectual property. Under ASC350, “Intangibles—Goodwill and Others,”* goodwill and other intangible assets with indefinite lives (including in-process research and development assets acquired in a business combination) arenot* subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired.

Intangible assets with determinate lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount* may**not* be recoverable. Amortizable intangible assets generally are amortized on a straight-line basis over periods up to120 months. The costs to periodically renew our intangible assets are expensed as incurred.

Impairment of Long-Lived Assets

The Company periodically evaluates long-lived assets (intangible assets, right-of-use assets and property, plant and equipment) for impairment whenever events or changes in circumstances indicate that a potential impairment* mayhave occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived asset unless another method provides a more reliable estimate. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset is recognized as a new cost basis of the impaired asset. Impairment loss isnot* reversed even if the fair value exceeds the carrying amount in subsequent periods.

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Contingencies and Commitments

The Company follows ASC440 and ASC450 to account for contingencies and commitments, respectively. Certain conditions, as a result of past events,* mayexist as of the balance sheet date, which mayresult in a loss to the Company, but which will only be resolved whenone* or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that* may*result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency isnot probable but is reasonably possible or is probable but cannot be reasonably estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Legal costs associated with such loss contingencies are expensed as incurred. Loss contingencies considered remote are generallynot disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Revenue Recognition

The Company’s revenue includes revenue from the sale of electric vehicles and is accounted for per ASC606, “Revenue from Contracts with Customers.” The Company applies afive-step analysis to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. Payments for electric vehicle sales are generally received at or shortly after delivery. Sales tax, if any, is excluded from the measurement of the transaction price. The revenue from the sale of electric vehicles is recognized when control of the vehicle is transferred to the customer. In general, the control is transferred at the point of delivery to the customer, signifying the fulfillment of our primary performance obligation under ASC606. A contract withone of our dealers includes a return provision allowing unsold vehicles to be returned afterone year, and contracts withtwo of our dealers include return provisions, allowing unsold vehicles to be returned upon contract termination. Since the Company doesnot have sufficient relevant statistics of returns yet, we defer revenue recognition until the vehicles have been sold by such dealer (when the dealer has a right of return) or until there is sufficient evidence to justify a reasonable estimate for the consideration to which the Company expects to be entitled. Relevant vehicles transferred to the dealer are presented as “Finished goods delivered to dealer for distribution” in the consolidated balance sheets at initial cost, less any expected costs to recover those products (including potential decreases in the value to the entity of returned products). At the end of each reporting period, the Company updates the measurement of these assets and refund liabilities.

The costs of goods sold primarily include vehicle components and parts, labor costs, amortized tooling costs and other relevant costs associated with the production of these vehicles. Other inventory costs and expenses primarily include write-downs of inventory to net realizable value, provisions for estimated warranty expenses and other similar costs.

General and Administrative Expenses

General and administrative (“G&A”) expenses include expensesnot related to production, such as salaries and employee benefits, professional fees, rent, repairs and maintenance, utilities and office expenses, depreciation and amortization, advertising, marketing and other selling expenses, settlements and penalties, taxes, licenses, etc. Advertising costs are expensed as incurred and are included in G&A expenses, other than trade show expenses, which are deferred until occurrence of the future event in accordance with ASC720‑35, “Other Expenses –* Advertising Cost.” Advertising costs for thethree* andnine months ended* June 30, 2025* were approximately $0.4 million and $1.2 million, respectively (for thethree andnine months ended* June 30, 2024*, $2.6 million and $16.2 million, respectively).

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Research and Development Costs

Research and development expenses are primarily comprised of external fees and internal costs for engineering, homologation, prototyping costs, and other expenses related to preparation for mass production of electric vehicles such as Mullen Three EV, Mullen One EV cargo van, BollingerB4 truck, etc. These include expenses related to the design, development, testing and improvement of our electric vehicles and corresponding technologies. Per ASC730, "Research and Development," the Company recognizes all research and development costs in the statement of operations as they occur. Assets with alternative future uses are capitalized and depreciated over their useful lives, with the depreciation expense reported under research and development costs.

Share-Based Compensation

The share-based awards issued by the Company are accounted for per ASC Subtopic718-10, “Compensation –* Share Compensation*,” which requires fair value measurement on the grant date and recognition of compensation expense for all shares of common stock of the Company issued to employees, non-employees and directors. The grant date is the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. It is the date that a grantee begins to benefit from, or be adversely affected by, subsequent changes in the price of the grantor's equity shares (e.g., the date when the Board of Directors has authorized share-based compensation to be issued from reserves approved by shareholders). Generally, the fair value of awards is estimated based on the market price of the shares of common stock of the Company on the day immediately preceding the grant date. The fair value of non-marketable share-based awards (granted to employees before the Company became public) was estimated based on an independent valuation. The Company recognizes forfeitures of awards in the periods they occur.

The overwhelming part of share-based awards to employees as per employment contracts and a certain part of contracts with non-employees (consultants) are classified as equity with costs and additional paid-in capital recognized ratably over the service period. A significant part of the Company’s share-based awards to consultants is liability-classified, mainly if the number of shares the consultant is entitled to depends on a certain monetary value fixed in the contract. An accrued part of the liability, in this case, is revalued each period based on an earned portion of the grant and changes in the market price of the shares of common stock of the Company until a sufficient number of shares is issued.

The Company has also adopted incentive plans that entitle the Chief Executive Officer to share-based awards generally calculated as 1-3% of the outstanding number of shares of common stock, issuable upon achievement of specific financial and operational targets (milestones). This share-based compensation is accrued over the service term when it is probable that the milestone will be achieved. The liability to issue stock (presented within non-current liabilities if the achievement is expected later than12 months after the balance sheet date) is revalued on every balance sheet date based on the length of the service period, the current market price of the common stock and the number of shares of common stock outstanding until the shares have been issued or until fulfilling the milestone requirements becomes unlikely.

Derivative Financial Instruments

The Company doesnot use derivative instruments to hedge exposures to interest rate, market or foreign currency risks. The Company evaluates all of its financial instruments, including notes payable and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company applies significant judgment to identify and evaluate complex terms and conditions in its contracts and agreements to determine whether embedded derivatives exist. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract on the Company’s balance sheet.

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A freestanding instrument that is a derivative is evaluated by the Company to determine if it qualifies for an exception to derivative accounting. The Company determines whether the equity-linked feature is indexed to the Company's common stock and whether the settlement provision in the contract is consistent with a fixed-for-fixed equity instrument. To qualify for classification in stockholders' equity, the Company evaluates whether the contract requires physical settlement, net share settlement, or a combination thereof and, when the Company has a choice of net cash settlement or settlement in the Company's shares, additional criteria are evaluated to determine whether equity classification is appropriate. Refer to Notes7 and8 for additional information regarding the accounting for the convertible notes and warrants.

Fair Value of Financial Instruments

ASC825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance. ASC825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC825-10 establishesthree levels of inputs that* may*be used to measure fair value:

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Concentrations of Credit Risk

The Company maintains cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations, generally*$250,000.* At times, our cash balance* mayexceed these federal limitations. However, we havenot* experienced any losses in such accounts, and management believes we arenot exposed to any significant credit risk on these accounts due to the high credit rating of relevant financial institutions. The amounts in excess of insured limits as of* June 30, 2025*, and* September 30, 2024*, are $0.1 million and $10.0 million, respectively.

Accounting Pronouncements

The Company has implemented all applicable accounting pronouncements that are in effect. The following pronouncements were adopted recently:

ASUNo. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic470-20), and Derivatives and Hedging - Contracts in an Entity’s Own Equity (Subtopic815-40):Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity.

The Company applied ASU2020-06 on a modified retrospective basis to financial instruments outstanding as of the beginning of the fiscal year of adoption (i.e. on* October 1, 2024).There has beenno* effect of the change on retained earnings or other components of equity in the statement of financial position as of the beginning of thefirst period of adoption.

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The following are accounting pronouncements that have been issued but arenot yet effective for the Company’s condensed consolidated financial statements:

In* November 2023,the FASB issued Accounting Standards Update2023*-07—**Segment Reporting (Topic280*): Improvements to Reportable Segment Disclosures.It requires all annual disclosures currently required by ASC280* to be included in interim periods. It requires disclosure of significant segment expenses regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance. The amendments are effective for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024.*The Company expects to enhance segment reporting disclosures based on new requirements.

In* December 2023,the FASB issued ASUNo.* 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASUNo. 2023-09, which enhances the transparency, effectiveness, and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. The guidance is effective for public business entities for fiscal years beginning after* December 15, 2024,*with early adoption permitted. The Company expects to enhance income tax disclosures based on new requirements.

In* November 2024,the FASB issued Accounting Standards Update2024*-03 "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic220*-40)*" which requires that at each interim and annual reporting period an entity:

1. Disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the listed expense categories.

2. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.

3. Disclosure of a qualitative description of the amounts remaining in relevant expense captions that arenot separately disaggregated quantitatively.

4. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

These amendments are effective for annual reporting periods beginning after* December 15, 2026,and interim reporting periods beginning after December 15, 2027:*either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. The Company expects to enhance disclosures of expenses based on new requirements.

In* November 2024,the FASB also issued Accounting Standards Update2024*-04 "Debt - Debt with Conversion and Other Options (Subtopic470*-20)“Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been exchanged or modified (without being deemed substantially different) within theone*-year period leading up to the offer acceptance date, an entity should compare the terms provided in the inducement offer with the terms that existedone year before the offer acceptance date. The amendments in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that isnot currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The amendments are effective for all entities for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods. The Company is examining the impact this pronouncement may*have on the Company’s consolidated financial statements.

Other accounting pronouncements issued butnot yet effective arenot believed by management to be relevant or to have a material impact on the Company’s present or future consolidated financial statements.

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NOTE4 – SEGMENT INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the CODM in deciding how to allocate resources to an individual segment and in assessing performance. Our CEO and Chairman of the Board of Directors (the "Board of Directors" or the "Board"), as the CODM, makes decisions about resources to be acquired, allocated and utilized to each operating segment. The Company is currently comprised oftwo major operating segments:

All long-lived assets of the Company are located in the United States of America. All revenue presented in these condensed consolidated financial statements relates to contracts with customers located in the United States of America.

The table below represents the main financial information pertaining to the segments (there wereno material differences from the last annual report regarding segmentation or measuring segment profit or loss).

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NOTE 5 –** INVENTORY**

The cost of inventories is determined using a standard cost method, which approximates thefirst-in,first-out (FIFO) method. This includes direct materials, direct labor, and relevant manufacturing overhead costs. Variances between standard and actual costs are recognized in the cost of goods sold during the period in which they occur.

The Company's inventories are stated at the lower of cost or net realizable value and consist of the following:

During thethree andnine months ended* June 30, 2025*, approximately $0.9 million and $2.0 million, respectively, of the Company's inventories were consumed in R&D activities (approximately $0.1 million and $0.9 million during thethree andnine months ended* June 30, 2024*, respectively), which was recognized as part of research and development expenses in the consolidated statement of operations.

The Company regularly reviews its inventories for excess and obsolete items by assessing their net realizable value. The net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. During thethree andnine months ended* June 30, 2025*, we recorded a loss of $8.9 million and $9.7 million, respectively ($0.0 during thethree andnine months ended* June 30, 2024*), to write the inventories down to net realizable value (Bollinger Commercial segment), mainly due to excess raw materials and slower-moving inventory.

The net realizable value assessment considered the current expected selling prices of Mullen One, Mullen Three, and BollingerB4 vehicles, based on recent sales and current market demand, as well as expected additional costs required to sell the vehicles. Should actual sales prices or demand decline, or selling costs increase, additional write-downs* maybe required in future periods. Additionally, if the Company is unable to secure sufficient funding to continue operations as planned, inventory mayneed to be sold at further discounted prices, which could negatively impact future financial results. As of June 30, 2025*, production activities in Bollinger Commercial and Bollinger Motors segments were temporarily suspended due to short-term liquidity constraints. The Company has initiated a transition of its commercial vehicle production from athird-party outsourced manufacturer to its owned facility in Tunica, Mississippi. This move is expected to improve operational control and cost efficiency once production resumes, subject to available funding. The transition is ongoing, and production volumes remain limited as of the filing date.

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NOTE 6 –** INTANGIBLE ASSETS**

Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method. The weighted average remaining useful life of intangible assets is 7.3 years. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the intangible assets.

Total future amortization expense for finite-lived intangible assets is as follows:

For thethree andnine months ended* June 30, 2025*, amortization of the intangible assets was $0.5 million and $2.2 million, respectively (during thethree andnine months ended* June 30, 2024*, $0.9 million and $3.5 million, respectively).

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Due to unfavorable market conditions and decline of market prices of the Company’s common stock, we test intangible assets for recoverability. For thethree andnine months ended* June 30, 2025*, impairment of the intangible assets amounted to $0.3 million and $12.3 million, respectively (Bollinger Motors segment; seeNote21** - Segment information). During thethree andnine months ended* June 30, 2024*, impairment of the intangible assets was $0.0 million and $73.5 million, respectively (mainly Bollinger Motors segment, and $15.1 million recognized by Bollinger Commercial segment). Also, impairment of goodwill in the Bollinger Motors segment amounted to $28.9 million (carrying value of goodwill waszero as of both* June 30, 2025* and* September 30, 2024).*The impairment was recognized in the financial statements mainly due to the uncertainty of future fundings required to support the business and decrease of Company's market capitalization.

NOTE 7 –** DEBT**

Short- and Long-Term Debt

The following is a summary of our indebtedness as of* June 30, 2025* and of transactions during thenine months ended* June 30, 2025*:

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The following is a summary of our indebtedness as of* September 30, 2024*:

Scheduled Debt Maturities

The following are scheduled debt maturities as of* June 30, 2025*:

Accrued Interest

As of* June 30, 2025,and September 30, 2024,outstanding accrued interest on notes payable was $2.7 million and $2.4 million, respectively. During thethree* andnine months ended* June 30, 2025,accumulated interest in the amount of $0.1 million and $1.5 million, respectively, was converted into shares of common stock (see section "Senior secured convertible notes" below), and interest for the Bollinger Motors loan was paid in cash. The weighted average interest rate on short term borrowings outstanding as of June 30, 2025,was 20% (default interest rate, see below). The weighted average interest rate on short-term borrowings outstanding as of September 30, 2024,was 18.8%. As the warrants issued along with the Senior secured convertible notes created a 100% original issue discount (see relevant section below), the Company recognized initial carrying amount of the notes at nominal value and applied an effective interest rate of 8.06% per day, in order to fully amortize the original issue discount under effective interest rate during the4* months until maturity of the Senior secured convertible notes (unless converted earlier). Amortization of the debt discounts and issuance costs during thethree andnine months ended* June 30, 2025,amounted to $23.4 million and $47.4 million, respectively (during thethree* andnine months ended* June 30, 2024,*$8.2 million, and $8.4 million, respectively).

Matured Notes and Advances

In* October 2024,the Company reached an agreement with holders of matured notes and loan advances in an amount of $2.7 million, as well as accumulated interest in an amount of approximately $1.8 million, that the liabilities would be settled pursuant to Section3*(a)(9) of the Securities Act of1933, as amended (the "Securities Act") by issuance of shares of common stock of the Company worth of $3 million. The transaction resulted in recognition of gain on extinguishment of $1.5 million.

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Bollinger Motors Loan

In* October 2024,Bollinger Motors, Inc., a majority-owned subsidiary of the Company, issued an Amended and Restated Secured Promissory Note for $10.0 million to Robert Bollinger, obtaining additional capital to support the production and sale of Bollinger’s Class4* EV truck, the BollingerB4. The note bore interest at 15% per annum, with interest-only payments starting* November 29, 2024,and principal repayment due by October 30, 2026 (or earlier, upon Event of Default). It was secured by part of the assets of Bollinger Motors (then owned or hereafter acquired), excluding inventory and certain intellectual property that doesnot* relate to commercial vehicles. On* March 21, 2025,Robert Bollinger filed a complaint against Bollinger Motors in the U.S. District Court for the Eastern District of Michigan. In the complaint, Mr. Bollinger alleged breach of contract in connection with failure by Bollinger Motors to make a payment under the Amended and Restated Secured Promissory Note for$10.0* million entered into on* October 24, 2024 (the "Bollinger Note"). Mr. Bollinger was seeking $10.5 million plus interest, attorney’s fees, costs and other damages arising from the breach and the appointment of a receiver over Bollinger Motors. On March 24, 2025,Mr. Bollinger filed an emergency motion to appoint a receiver of Bollinger Motors and on May 7, 2025,the court entered an order placing Bollinger Motors into receivership and appointing a receiver to manage its affairs. During May 2025,Mr. Bollinger loaned an additional $1.25 million to the entity. On May 28, 2025,*the parties signed a Settlement and Release Agreement resolving all claims.

Senior Secured Convertible Notes

Initial May 2024Senior secured convertible notes

On* May 14, 2024,the Company entered into a securities purchase agreement (the "May 2024Securities Purchase Agreement") with certain accredited investors for the sale of Senior secured convertible notes ( "May 2024Senior Convertible Notes") andfive-year warrants exercisable for 200% of shares of common stock (the “May 2024Warrants” - see further details in theNote8 - Warrants and other derivative liabilities and fair value measurements*).

• May 2024Senior Convertible Notes accrue interest at 15% per annum and mature infour* months from the date of issuance. Upon any event of default, the interest rate automatically increases to 20% per annum. The outstanding principal and accrued but unpaid interest on the* May 2024Senior Convertible Notes maybe converted by the holder into shares of common stock at the lower of (i)95% of closing sale price of common stock at execution date, (ii)95% of the closing sale price of the common stock on the date that the Company’s Registration Statement on Form S-1 is declared effective, or (iii)95% of the lowest daily volume weighted average price in thefive* (5) trading days prior to such conversion date, provided that the conversion price willnot be less than $1.16 per share (not subject to adjustment for reverse stock splits).

As security for payment of the amounts due and payable under the* May 2024Senior Convertible Notes, the Company collaterally assigned and granted to the holders a continuing security interest in all of the Company’s right, title and interest in, to and under the property of the Company, whether then or hereafter owned, existing, acquired or arising and wherever then or hereafter located (subject to certain exceptions). May 2024Senior Convertible Notes are senior in right of payment to all other current and future notes to which the Company is a party. The May 2024*Senior Convertible Notes also impose restrictions on the Company, limiting additional debt, asset liens, stock repurchases, outstanding debt repayment, dividend distributions and affiliate transactions, except for specified exceptions.

The* May 2024Senior Convertible Notes and May 2024Warrants arenot* convertible by a holder to the extent that the holder or any of its affiliates would beneficially own in excess of 9.9% of the Company's common stock.

In connection with this securities purchase agreement and the additional securities purchase agreements described below, the Company also entered into registration rights agreements with the investors, pursuant to which the Company agreed to prepare and fileone or more registration statements with the SEC covering the resale of all registrable securities (issuable upon conversion of the Senior secured convertible notes described here inNote7* - Debt* and upon exercise of related warrants, described further inNote8* - Warrants and other derivative liabilities and fair value measurements*). The Company also agreed to provide certain piggyback registration rights to the investors. In addition, pursuant to the registration rights agreements, the Company is required to use its reasonable best efforts to keep the registration statements continuously effective from the date on which the SEC declares the registration statements to be effective until such date that all registrable securities covered by the registration statements have been sold pursuant to a registration statement under the Securities Act or under Rule144 as promulgated by the SEC, or have otherwise ceased to be registrable securities. With certain exceptions, the Company* may**not* file another registration statement that doesnot relate to the registrable securities until the30 day anniversary of thefirst date on which the resale by the investors is covered byone or more registration statement.

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In the event that (i) the Company fails to file a registration statement by the Filing Deadline, (ii) a registration statement isnot declared effective on or prior to the Effectiveness Deadline, (iii) sales cannot be made pursuant to the registration statement or the prospectus contained therein isnot properly available for any reason for more thanfive consecutive calendar days or more than an aggregate of10 calendar days during any12-month period, or (iv) a registration statement isnot effective for any reason or the prospectus contained therein isnot properly available for use for any reason, and the Company fails to file with the SEC any required reports under the Securities Exchange Act of1934 (the "Exchange Act"), then the Company has agreed (unless the registrable securities are freely tradable pursuant to Rule144) to make payments to each investor as liquidated damages in an amount equal to 1.5% of such investor’s total committed purchase price for the registrable securities affected by such failure and an additional 1.5% on every30 day anniversary, with a maximum of12 payments (except with respect to clause (iv)). Such payments will bear interest at the rate of 10% per month (prorated for partial months) until paid in full and* maybe paid in shares of common stock at the option of the Company. Other than described above, the terms of the arrangement provide forno* limitation to the maximum potential consideration (including shares) issuable by the Company. The Company hasnot recognized a contingent liability under the registration payment arrangement as of* June 30, 2025*, as the transfer of consideration is neither probable nor can be reasonably estimated.

The exercise price and number of shares issuable upon conversion of the Senior Convertible Notes or exercise of the* May 2024Warrants, as applicable, will further be adjusted upon the occurrence of certain events, and holders will be allowed to participate in certain issuances and distributions (subject to certain limitations and restrictions), including certain stock dividends and splits, dilutive issuances of additional common stock, and dilutive issuances of, or changes in option price or rate of conversion of, options or convertible securities, as well as the issuance of purchase rights or distributions of assets during the period commencing on the purchase date and ending on the earlier of (i) the date immediately following the90th* day after a registration statement registering for the securities has been declared effective by the SEC and (ii) the90th day after the securities purchased are saleable under Rule144 without the requirement for current public information and without volume or manner of sale limitations.

• May 2024Senior Convertible Notes and2024* * May 2024Warrants also provide for certain purchase rights whereby if the Company grants, issues, or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of common stock, then the holder will be entitled to acquire such purchase rights which the holder could have acquired if the holder had held the number of shares of common stock acquirable upon complete exercise of the May 2024*Warrants.

For a period beginning on the investment date, and ending on theone-year anniversary from the later of (i) the date registration statements registering the shares issuable upon conversion of all of the* May 2024Senior Convertible Notes and exercise of all the May 2024Warrants is declared effective or (ii) the date the Company has obtained stockholder approval for the transaction, the investors were given the right, butnot* the obligation, to purchase an additional $52.6 million of 5% the* May 2024Senior Convertible Notes and related May**2024Warrants* on the same terms and conditions as provided in the* May 2024*Securities Purchase Agreement.

Initially, in* Mayto July 2024,the investors purchased an aggregate principal amount of $52.6 million, or $50 million including the 5% original issue discount. Subsequently, by September 30, 2024,investors purchased an aggregate principal amount of $12.5 million, or $11.9 million including the 5% original issue discount, of Senior Convertible Notes and May 2024Warrants pursuant to the May 2024*Securities Purchase Agreement.

New investments

During thenine months ended* June 30, 2025,the Company issued an additional aggregate principal amount of approximately $68 million of Senior secured convertible notes (and warrants – seeNote8 - Warrants and other derivative liabilities and fair value measurements* below) under the additional investment rights granted pursuant to the* May 2024Securities Purchase Agreement (including the Additional Investment Right Agreement dated December 31, 2024)and Securities Purchase Agreements entered into on January 23, 2025,** February 5, 2025,** March 6, 2025,** May 16, 2025and May 29, 2025 (including the Additional Investment Right Agreements), with similar terms. Summary of the subsequent Senior secured convertible notes issued pursuant to the May 2024Securities Purchase Agreement and the subsequent securities purchase agreements, and their primary differences from the terms and conditions described in detail in the section “Initial May 2024*Senior secured convertible notes”, are presented in the table below.

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Upon initial recognition of all Senior secured convertible notes, the fair value of issued warrants exceeded the amount of proceeds (seeNote8* - Warrants and other derivative liabilities and fair value measurements*). The resulting discount to the carrying amount of the Senior secured convertible notes is amortized over the life of the note and recognized as interest expense under the effective interest method until the earliest of conversion date and end of the4 months period after the date of the relevant tranche.

Conversions

During thenine months ending* June 30, 2025,Senior secured convertible notes with a carrying amount of approximately $26.1 million and interest with a carrying amount of approximately $1.5 million were converted to 2,561 shares of common stock (giving retroactive effect to reverse stock splits, seeNote1 - Description of business and basis of presentation*).

Remaining notes

As of* June 30, 2025,the outstanding senior secured convertible notes with a principal of $62.3 million and unamortized original issue discount of approximately $38.2 million were potentially convertible (hereinafter, without giving effect to the 9.9% blocker described above) into 409,697 shares of common stock, having a fair value of approximately $44.2 million. See alsoNote20 - Subsequent events* for disclosure on default after the balance sheet date.

Conversion of the notes depends on the lowest daily volume weighted average price of the Company's common stock ("VWAP") with a floor from $0.02 to $1.16 depending on the investment (the floor isnot subject to adjustment for reverse stock splits), and by* June 30, 2025,the applicable lowest weighted average price was lower than the floor in respect of approximately10%* of outstanding notes. If the* August 20251:250 reverse stock split was made effective before June 30, 2025,the notes would have been theoretically convertible into 430,519 shares of common stock. The maximum number of shares that could theoretically be issued upon conversion of these notes (calculated as if the lowest daily VWAP in thefive* trading days prior to conversion date decreased to or below relevant conversion floors), was approximately 1,215 million. If the lowest daily VWAP in thefive trading days prior to* June 30, 2025,was $1 less (and if the August 20251:250 reverse stock split was made effective before June 30, 2025),the Company, upon full conversion of outstanding notes, would theoretically be liable to issue approximately 2,870 shares more. If the lowest daily VWAP in thefive* trading days prior to* June 30, 2025,was$1* higher (and if the* August 20251:250 reverse stock split was made effective before June 30, 2025),*the Company, upon full conversion of outstanding notes, would theoretically be liable to issue approximately 2,832 shares less.

Cross-default on Senior secured convertible notes

All outstanding Senior secured convertible notes and relevant accumulated interest are technically in cross-default due to the non-payment of a portion ofone of the loans that matured; therefore the interest rate increased from 15% to 20%. During thethree andnine months ended* June 30, 2025*, and as of the date these financial statements were available to be issued,none of the investors demanded immediate payment of the notes and outstanding interest in cash.

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NOTE 8 –** WARRANTS AND OTHER DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS**

ASC825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value* may*fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and determined is based on the lowest level input that is significant to the fair value measurement.

Financial Instruments at Carrying Value That Approximated Fair Value

Certain financial instruments that arenot carried at fair value on the consolidated balance sheets are carried at amounts that approximate fair value, due to their short-term nature and credit risk. These instruments include cash and cash equivalents and accounts payable. Accounts payable are short-term in nature and generally are due upon receipt or within30 to90 days.

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Non-financial assets are only required to be measured at fair value when acquired as a part of business combination or when an impairment loss is recognized. All these valuations are based on Level3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of these assets or liabilities*.*

Financial Liabilities Other than Measured at Fair Value on a Recurring Basis

Fair value of financial liabilities of the Company, other than those measured at fair value on a recurring basis, is disclosed inNote7* - Debt*.

Financial Liabilities Measured at Fair Value on a Recurring Basis

During thenine months ended* June 30, 2025*, the Company had the following financial liabilities measured at fair value on a recurring basis:

Warrants issued with the Senior secured convertible notes

Description of the warrants and accounting treatment

As described inNote7* - Debt*, in connection with the issuance of the Senior secured convertible notes (under the securities purchase agreements described above and pursuant to subsequent financings), the investors also received 5-year warrants (the "Warrants") exercisable for 200% of the shares of common stock underlying such Senior secured convertible notes at an exercise price equal to 105% of the closing sale price of the common stock on the execution date (subject to further adjustment, e.g., for reverse stock splits).

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The Warrants can also be exercised on a cashless basis pursuant to which the holder, without paying the exercise price, can receive number of shares of common stock determined according to the following formula:

Net Number = (Ax B) / C, where:

A= The total number of shares with respect to which the Warrant is being exercised.

B= The Black Scholes Value (as described below).

C= The lower of thetwo Closing Bid Prices of the common stock in thetwo days prior the time of such exercise (as such Closing Bid Price is defined therein), subject to a certain floor, see below.

For purposes of the cashless exercise, “Black Scholes Value” means the Black Scholes value of an option forone share of common stock at the date of the applicable cashless exercise. As such, the Black Scholes value is determined and calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Exercise Price (in certain cases adjusted due to the reverse stock splits, see below), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate, (iii) a strike price equal to the warrant exercise price in effect at the time of the applicable cashless exercise (i.e., the same as in prong (i)), (iv) expected volatility equal to 135% and (v) a deemed remaining term of the Warrant offive years (regardless of the actual remaining term of the Warrant).

The Warrants are convertible by a holder only to the extent that the holder or any of its affiliates wouldnot beneficially own in excess of 9.9% of the common stock.

The Warrants' contracts provide that if the Company issues, sells, enters into a definitive binding agreement pursuant to which the Company is required to issue or sell or is deemed, pursuant to the provisions of the Warrants, to have issued or sold, any shares of common stock for a price per share lower than the exercise price then in effect, subject to certain limited exceptions, then the exercise price of the Warrants shall be reduced to such lower price per share. In addition, the exercise price and the number of shares of common stock issuable upon exercise of the Warrants are subject to adjustment in connection with stock splits, dividends, distributions or other similar transactions. See also the other terms and conditions of the contracts described inNote7* – Debt*.

The Company will have the option to require the holders to exercise the Warrants for cash if the following conditions are met: (i) the registration statement covering the securities has been declared effective is effective and available for the resale of the securities andno stop-order has been issued nor has the SEC suspended or withdrawn the effectiveness of the registration statement; (ii) the Company isnot in violation of any of the rules, regulations or requirements of, and hasno knowledge of any facts or circumstances that could reasonably lead to suspension in the foreseeable future on, the principal market; and (iii) the VWAP for each trading day during the10-trading-day period immediately preceding the date on which the Company elects to exercise this option is 250% above the exercise price.

Approximately 72% of the Warrants issued as part of consideration for the funds provided under the* May 2024Senior Convertible Notes and additional investment right remained unexercised as of September 30, 2024,*with a carrying value of $79.7 million.

These Warrants were recognized as liabilities due to the requirements of ASC480 because the variable number of shares to be issued upon cashless exercise (deemed the predominant exercise option) are based predominantly on a fixed monetary value. The warrant liabilities were classified as derivative liabilities when requirements of ASC815 were met. The warrant liabilities for the remaining unexercised Warrants are carried forward subsequently at fair value and the gain or loss from revaluation is recorded within the line item "Gain/(loss) on warrants and derivative liability revaluation" at each warrant exercise date and each accounting period end.

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Upon initial recognition, the fair value of these Warrants exceeded the amount of proceeds. The resulting discount to the carrying amount of the Senior secured convertible notes is amortized over the lives of the notes and recognized as interest expense under the effective interest method. Excess of initial fair value of warrant liabilities over the cash proceeds is recognized immediately and is presented in the consolidated statement of operations as "Other financing costs - initial recognition of warrants".

Exchange of warrants

In* February**2025,* the Company and certain investors entered into a Warrant Exchange Agreement (subsequently approved by stockholders) whereby the Company agreed to issue new warrants in exchange for outstanding warrants. The new warrants have the same terms and conditions as the original warrants (described above), including the number of shares issuable upon cash exercise and a term offive years from the date of original issuance, except that the exercise price floor in the formula for the cashless exercise of the new warrants was $0.01,not subject to adjustment for stock dividends, subdivisions or combinations (including reverse stock splits). The transaction increased the fair value of warrants (calculated as number of shares issuable upon cashless exercise) and corresponding loss in amount of approximately $57.8 million was presented in the line item “Loss on exchange of warrants” of the consolidated statement of operations.

New investments

During thenine months ended* June 30, 2025,the Company received investments in cash in amount of approximately $62.5 million and, along with the Senior secured convertible notes (seeNote7 - Debt* above), issued warrants with a fair value of approximately $134.7 million, recording a loss of approximately $70.4 million in the statement of operations (under "Other financing costs - initial recognition of warrants").

Exercises

During thenine months ended* June 30, 2025,warrants with a fair value of approximately $112.4 million were exercised and the Company issued 80,911 shares of common stock (giving retroactive effect to reverse stock splits, seeNote1 - Description of business and basis of presentation*).

Remaining warrants

Outstanding warrants in the amount of 12,934.3443 (hereinafter - giving effect to the reverse stock splits, including the* August 20251:250 reverse stock split, described inNote1 - Description of business and basis of presentation*), with carrying value of $101.1 million as of* June 30, 2025,*were potentially exercisable (under cashless basis and disregarding other limitations such as the 9.9% ownership blocker described above) for 936,399 shares of common stock.

As described above, the number of shares issuable upon cashless exercise of warrants depends on closing bid price in the previous2 trading days, subject to a floor of*$0.01* (not adjusted to reverse stock splits). The table below discloses the sensitivity of the number of shares theoretically issuable upon exercise (on* June 30, 2025)of warrants to the changes in the lowest closing bid price in the last2* days prior to* June 30, 2025 (*disregarding other limitations such as 9.9% ownership blocker described above).

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Fair values

The Company estimated the fair value of warrant liabilities, as based on observable inputs (“Level2” under ASC815-10), on that warrant’s recognition date and on subsequent dates, as the then-current market value (both on the day prior to the transaction and at the end of the relevant period) of the number of shares the Company would be required to issue upon that warrant’s cashless exercise. The Company determined the predominant exercise option to be cashless exercise due to such exercise providing greater economic benefits to investors, and because holders have a pattern of selecting the cashless exercise option for their warrants since the inception of the contracts giving rise to those warrants.

A summary of items recorded at fair value on a recurring basis in consolidated balance sheets by levels of observable and unobservable inputs as of* June 30, 2025*, and on* September 30, 2024*, is presented below:

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A summary of all changes in liabilities recorded at fair value on a recurring basis is presented below:

NOTE 9 –** STOCKHOLDERS**’** EQUITY**

Common Stock

On* June 30, 2025*, the Company had 5 billion shares of common stock authorized with $0.001 par value per share.

As described in detail inNote1* - Description of business and basis of presentation*, the Company has effectuated several reverse stock splits. All stock splits resulted in the reduction of shares of common stock issued and outstanding and didnot affect authorized common stock or preferred stock.

The holders of common stock are entitled toone vote for each share of common stock held at all meetings of stockholders. In the event of a liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the common stockholders are entitled to receive the remaining assets following the distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock arenot entitled to receive dividends unless declared by our Board. To date,no dividends have been declared or paid to the holders of common stock.

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Change in Control Agreements

On* August 11, 2023,*the Board of Directors approved, and the Company entered into, Change in Control Agreements with each non-employee director and the Chief Executive Officer. Pursuant to the Change in Control Agreements with each non-employee director, upon a change in control of the Company, any unvested equity compensation will immediately vest in full and such non-employee director will receive $5 million. Pursuant to the Change in Control Agreement with the CEO, upon a change in control of the Company, any unvested equity compensation will immediately vest in full and the CEO will receive an aggregate percentage of the transaction proceeds as follows:10% of the transaction proceeds that are up to and including $1 billion; plus, an additional 5% of transaction proceeds that are more than $1 billion and up to $1.5 billion; and an additional 5% of transaction proceeds that are more than $1.5 billion. A change in control, as defined in the agreements occurs upon, (i) any person becoming the beneficial owner of 50% or more of the total voting power of the Company’s then-outstanding voting securities, (ii) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors (as defined in the Change in Control Agreements), or (iii) the consummation of a merger or consolidation of the Company (except when the total voting power of the Company continues to represent at least 50% of the surviving entity), any liquidation, or the sale or disposition by the Company of all or substantially all of its assets.

Stockholder Rights Agreement and Series A-1 Junior Participating Preferred Stock

On* May 1, 2024,the Company entered into a Rights Agreement with Continental Stock Transfer & Trust Company as the rights agent. The Board of Directors declared a dividend ofone preferred share purchase right (a “Right”) for each share of common stock and each outstanding share of preferred stock payable to holders of record as of the close of business on May 13, 2024.Each Right entitles the registered holder to purchaseone ten-thousandth of a share of Series A-1 Junior Participating Preferred Stock (“A-1 Preferred Stock”) of the Company at a price of $30.00 perone ten*-thousandth of a share of A-1 Preferred Stock, subject to adjustment (the “Exercise Price”). The Rights arenot exercisable until the Distribution Date (as defined below). The description and terms of the Rights are set forth in the Rights Agreement, as amended.

The Rights willnot be exercisable until the earlier often days after a public announcement by us that a person or group has acquired10% or more of the shares of common stock (an "Acquiring Person") orten business days (or a later date determined by our board of directors) after a person or group begins a tender or an exchange offer that, if completed, would result in that person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution Date”). At any time after a person becomes an Acquiring Person, the Board of Directors* may,at its option, exchange all or any part of the then-outstanding and exercisable Rights for shares of common stock at an exchange ratio ofone* share of common stock for each Right, subject to adjustment as specified in the Rights Agreement. Notwithstanding the foregoing, the Board of Directors generally willnot be empowered to effect such an exchange at any time after any person becomes the beneficial owner of 50% or more of the common stock of the Company. The Rights will expire on* May 1, 2026,unless previously redeemed or exchanged by the Company. The Rights Agreement is designed to enable all Company stockholders to realize the long-term value of their investment and is intended to protect the Company and its stockholders from efforts by a single stockholder or group to obtain control of the Company without paying a control premium (see below for further details). The Rights have certain anti-takeover effects, including potentially discouraging a takeover that stockholders mayconsider favorable. Certain exemptions mayapply to an Acquiring Person. The Rights will cause substantial dilution to a person or group that attempts to acquire us on termsnot* approved by the Board of Directors.

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Preferred Stock

Under the terms of our Certificate of Incorporation, the Board* maydetermine the rights, preferences and terms of our authorized but unissued shares of preferred stock. Pursuant to the terms of its Second Amended and Restated Certificate of Incorporation, as amended, upon conversion of shares of preferred stock, such shares so converted are cancelled andnot* issuable. As of* July 26, 2022,as a result of an amendment to its Certificate of Incorporation increasing its authorized preferred stock, the Company had 500,000,000 shares of preferred stock authorized with $0.001 par value per share, and as of June 30, 2025*, pursuant to its terms of preferred stock conversion, the Company had remaining 126,263,159 shares of preferred stock authorized. The reverse stock splits (seeNote1** -Description of business and basis of presentation above) didnot affect the number of shares of preferred stock authorized and outstanding, but the conversion ratios were proportionately adjusted to decrease the number of shares of common stock to be issued as a result.

The Company has designated Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (see description below), Series E Preferred Stock (see a separate section below), Series AA Preferred Stock (cancelled, see below), Series A-1 Junior Participating Preferred Stock (seeStockholder Rights Agreementabove).

There wereno transactions with preferred stock during thethree andnine months ended* June 30, 2025*, and during thethree andnine months ended* June 30, 2024*, as presented in the table below.

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Redemption Rights

The shares of preferred stock (other than Series E Preferred Stock) arenot subject to mandatory redemption.

The Series C Preferred Stock and Series D Preferred Stock are voluntarily redeemable by the Company in accordance with the following schedule, provided that the issuance of shares of common stock issuable upon conversion has been registered and the registration statement remains effective:

Year1: No Redemption

Year2: Redemption at 120% of the Redemption Price

Year3: Redemption at 115% of the Redemption Price

Year4: Redemption at 110% of the Redemption Price

Year5: Redemption at 105% of the Redemption Price

Year6 and thereafter: Redemption at 100% of the Redemption Price

The Series C Preferred Stock and Series D Preferred Stock are redeemable by the Company for a redemption price per share equal to their respective Issue Price ( $8.84 for Series C Preferred Stock and $0.4379 for the remaining Series D Preferred Stock), plus all unpaid accrued and accumulated dividends on such share (whether ornot declared), provided: (A) the preferred stock has been issued and outstanding for a period of at leastone year, (B) the issuance of the shares of common stock underlying the preferred stock has been registered pursuant to the Securities Act and such registration remains effective, and (C) the trading price for the common stock is less than the Conversion Price for20 trading days in any period of30 consecutive trading days on the Nasdaq Capital Market.

Dividends

The holders of Series A Preferred Stock and Series B Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Series A Preferred Stock and Series B Preferred Stock participate on a pro rata basis (on an “as converted” basis to common stock) in any cash dividend paid on common stock. No dividends have been declared or paid since issuance of these shares.

The Series C Preferred Stock originally provided for a cumulative 15.0% per annum fixed dividend on the Series C Original Issue Price plus unpaid accrued and accumulated dividends. On* January 13, 2023,*the Company and most holders of Series C Preferred Stock entered into a waiver agreement pursuant to which such holders irrevocably waived their right to receive any and all cumulative 15.0% per annum fixed dividends on such preferred stock, including all unpaid accrued and accumulated dividends.

The Series D Preferred Stock bears a 15.0% per annum fixed dividend accumulated and compounded monthly, payableno later than the5th day after the end of each month on the Series D Original Issue Price plus unpaid accrued and accumulated dividends. Dividends on the Series D Preferred Stock are payable prior to any dividends on any other series of preferred stock or the common stock. The amount of Series D Preferred Stock dividends accumulated as of* June 30, 2025*

, was approximately $0.5 million.

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The Company* mayelect to pay dividends for any month with a payment-in-kind (“PIK”) election if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with all Nasdaq listing requirements and (iii) the average daily trading dollar volume of the Company’s common stock for10* trading days in any period of20 consecutive trading days on the Nasdaq is equal to or greater than $27.5 million.

Liquidation, Dissolution and Winding Up

In the event of any Liquidation Event (as defined hereafter), the holders of the Series D Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of preferred stock or the common stock by reason of their ownership thereof, an amount per share equal to the Series D Original Issue Price ($0.4379 per share in respect of the outstanding Series D Preferred Stock) plus declared but unpaid dividends. There wereno such declared but unpaid dividends as of* June 30, 2025*.

In the event of any Liquidation Event, the holders of the Series B Preferred Stock will be entitled to receive, after full execution of rights of the Series D Preferred Stockholders, and prior and in preference to any distribution of the proceeds to the holders of the other series of preferred stock or the common stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends. There wereno such declared but unpaid dividends as of* June 30, 2025*).

Upon the completion of a distribution pursuant to a Liquidation Event to the Series D Preferred Stock and Series B Preferred Stock, the holders of the Series C Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred Stock or the common stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price ($8.84 per share) plus declared but unpaid dividends. There wereno such declared but unpaid dividends as of* June 30, 2025*.

Upon the completion of a distribution pursuant to a Liquidation Event to the Series D Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, the holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any proceeds to the holders of the common stock, by reason of their ownership thereof, $1.29 per share of each share of the Series A Preferred Stock, plus declared but unpaid dividends on such share (there wereno such declared but unpaid dividends as of* June 30, 2025*). “Liquidation Event” is as defined in the Certificate of Incorporation and, subject to certain exceptions, includes a sale or other disposition of all or substantially all of the Company’s assets, certain mergers, consolidations and transfers of securities, or any liquidation, dissolution or winding up of the Company.

Conversion

The details on conversion rights of preferred stock are presented in the following table:

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Each share of Series C Preferred Stock will automatically be converted into shares of common stock at the applicable conversion rate at the time in effect immediately upon (A) the issuance of shares of common stock underlying the Series C Preferred Stock being registered pursuant to the Securities Act and such registration remaining effective, (B) the trading price for the Company’s common stock being more thantwo times the Series C Conversion Price for20 trading days in any period of30 consecutive trading days on the Nasdaq Capital Market and (C) the average daily trading dollar volume of the Company’s common stock during such20 trading days being equal to or greater than $4.0 million.

Each share of Series D Preferred Stock will automatically be converted into shares of common stock at the applicable Conversion Rate at the time in effect immediately upon (A) the issuance of shares of common stock underlying the Series D Preferred Stock being registered pursuant to the Securities Act and such registration remaining effective, (B) the trading price for the Company’s common stock being more thantwo times the Series D Conversion Price for20 trading days in any period of30 consecutive trading days on the Nasdaq Capital Market and (C) the average daily trading dollar volume of the Company’s common stock during such20 trading days being equal to or greater than $27.5 million.

Voting Rights

The holders of shares of common stock and Series A, Series B, Series C and Series E Preferred Stock at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders; provided, however, that, any proposal which adversely affects the rights, preferences and privileges of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, or Series E Preferred Stock, as applicable, must be approved by a majority in interest of the affected series of preferred stock, as the case* may*be.

Each holder of common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series E Preferred Stock has the right toone vote per share, and in the case of the Series B Preferred Stock and Series C Preferred Stock, for each share of common stock into which such Series B Preferred Stock or Series C Preferred Stock, as applicable, could be converted.

The holders of Series D Preferred Stock haveno voting rights except for protective voting rights (one vote for each share) in cases such as approval of a liquidation event, authorization of the issue of securities having a preference over or parity with the Series D Preferred Stock with respect to dividends, liquidation, redemption or voting, entering a merger or consolidation, etc.

Equity Line of Credit and ELOC Commitment Fees

On* May21,* 2024, the Company entered into the Equity Line of Credit ("ELOC") Purchase Agreement with Esousa LLC (the "Investor"), pursuant to which the Investor agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after* July5,* 2024, and until the earlier of (i) the36-month anniversary of the Commencement Date of* July**16,* 2024, or (ii) the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of common stock, having a total maximum aggregate purchase price of $150 million, upon the terms and subject to the conditions and limitations set forth below. In connection with the ELOC Purchase Agreement, the Company also entered into a Registration Rights Agreement, pursuant to which the Company agreed to file a registration statement and any additional registration statements, with the SEC covering the resale of the shares of the Company’s common stock issued to Investor pursuant to the ELOC Purchase Agreement.

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After* July 16, 2024,on any business day selected by the Company, the Company may,from time to time and at its sole discretion, direct the Investor to purchase a number of shares of common stock that doesnot* exceed 20% of the trading volume on the Nasdaq on the applicable purchase date at a purchase price per share equal to94% of the lower of (i) the lowest daily VWAP of any trading day during the15 trading days before, and including, the purchase date; and (ii) the closing price of the common stock on the applicable purchase date.

The Company will control the timing and amount of any sales of its common stock to the Investor, and the Investor hasno right to require the Company to sell any shares to it under the Purchase Agreement. Actual sales of shares of common stock to the Investor under the ELOC Purchase Agreement will depend on a variety of factors determined by the Company from time to time, including (among others) market conditions, the trading price of its common stock, and determinations by the Company as to available and appropriate sources of funding for the Company and its operations. The Investor* may**not* assign or transfer its rights and obligations under the ELOC Purchase Agreement. The Company's right to direct the Investor to purchase shares is subject to certain conditions precedent, including continued listing on Nasdaq or another major stock exchange.

The ELOC Purchase Agreement prohibits the Company from directing the Investor to purchase any shares of common stock if those shares, when aggregated with all other shares of common stock, then beneficially owned by the Investor and its affiliates, would result in the Investor and its affiliates beneficially owning more than 9.99% of the then total outstanding shares of the Company’s common stock.

The ELOC Purchase Agreement* maybe terminated by the Company at any time, at its sole discretion, without any cost or penalty. From and after the date of the ELOC Purchase Agreement until its termination, the Company agreednot* to effect or enter into an agreement to effect any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents (or a combination of units thereof), involving a Variable Rate Transaction (as defined in the ELOC Purchase Agreement), other than in connection with an exempt issuance as described in the ELOC Purchase Agreement. The Investor has agreednot to cause or engage in any manner whatsoever any direct or indirect short selling or hedging of the Company’s common stock. As consideration for its commitment to purchase the Company’s common stock under the ELOC Purchase Agreement, the Company agreed to issue shares of common stock equivalent to $6.0 million. In* Augustand September 2024,the Company fully settled the commitment fee by issuing shares of common stock. In October 2024,*the Company received approximately $1 million proceeds in accordance with the ELOC Purchase Agreement.

Noncontrolling Interest

SeeNote16* - Noncontrolling interest.*

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NOTE 10 –** LOSS PER SHARE**

Earnings (loss) per common share is computed by dividing net income allocated to common stockholders by the weighted average shares of common stock outstanding. Diluted (loss) per common share is computed by dividing income allocated to common stockholders plus dividends on dilutive convertible preferred stock by the weighted-average shares of common stock outstanding plus amounts representing the dilutive effect of outstanding warrants and the dilution resulting from the conversion of convertible preferred stock, if applicable. For thethree andnine months ended* June 30, 2025*, and the comparative periods ending* June 30, 2024,*outstanding warrants, convertible debt and shares of preferred stock were excluded from the diluted share count because the result would have been antidilutive under the “if-converted method.”

The following table presents the reconciliation of net loss attributable to common stockholders to net loss used in computing basic and diluted net income per share of common stock (giving effect to the reverse stock splits – seeNote 1 - Description of business and basis of presentation):

NOTE 11 –** SHARE-BASED COMPENSATION**

The Company has an equity incentive plan that is a part of annual discretionary share-based compensation program for consultants, employees, directors and officers. The Company has been issuing new shares of common stock under the share-based compensation programs, and cash hasnot been used to settle equity instruments granted under share-based payment arrangements. The remaining number of shares reserved for awards equity instruments under the Equity Incentives Plan to both employees and consultants on* June 30, 2025*, was approximately 18.6 million shares of common stock (not subject to reverse stock splits).

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Employees of the Company

Employees of the Company, including officers, are entitled to a number of shares of common stock specified in relevant offer letters and employment contracts and subject to the approval of our Board of Directors Compensation Committee. The total expense of share awards to employees represents the grant date fair value of the relevant number of shares to be issued. It is recognized in correspondence with additional paid-in capital over the service period (normally, in general and administrative expenses). The majority of awards to employees are equity classified. The liability related to liability classified stock-based compensation contracts with employees amounts to $0.2 million on* June 30, 2025*. The Company has also accrued a liability (presented within "Accrued expenses and other current liabilities" in the consolidated balance sheets) in an amount of $0.2 million to compensate employees for delay with the issuance of common stock per relevant offer letters and employment contracts.

Consultants

From time to time, the Company also issues share-based compensation to external consultants providing consulting, marketing, R&D, legal or other services. The number of shares specified within individual agreements, or the monetary value of those shares, if applicable, is usually negotiated by our Chief Executive Officer and approved by the Compensation Committee of the Board of Directors. These costs are generally presented as professional fees within general and administrative expenses, and certain qualifying costs* maybe presented as part of research and development expenses ($6.1 million and $9.2 million over thethree* andnine months ended* June 30, 2025*, respectively).

A part of these share-based awards is classified as equity and accounted for similar to stock-based compensation to employees. Another part of the Company’s share-based awards for consultants is classified as liabilities, mainly if the number of shares a consultant is entitled to is predominantly based on monetary value fixed in the contract. An accrued part of liability, in this case, is revalued each period based on the part of the services performed and the market price of the shares of common stock of the Company until a sufficient number of shares is issued. The liability to consultants as of* June 30, 2025*, amounted to $0 million. The Company generally practices prepayment for future services of the consultants by unrestricted shares of common stock. In this case, a prepaid asset is recognized on the balance sheet and is amortized over the period the consultant is delivering their services to the Company. These prepaid costs amounted to $5.0 million as of* June 30, 2025*.

CEO Award Incentive Plans

The Company entered into a CEO Performance Stock Award Agreement, approved by stockholders in2022 (“2022 PSA Agreement”) and a CEO Performance Stock Award Agreement, approved in2023 (“2023 PSA Agreement”). Under these plans, the Chief Executive Officer is entitled to share-based awards generally calculated as 1-3% of the outstanding number of shares of common stock, issuable upon the achievement of specific financial and operational targets (milestones).

In* March 2025,stockholders approved amendments to the2022* PSA Agreement (extending the deadlines for the Capital Benchmark Milestone for2 years) and amendments to the2023 PSA Agreement (extending the deadlines for the Vehicle Completion for1 year, Revenue Benchmark for2 years, Battery Development for1 year, and JV Acquisition Milestone for1 year).

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The losses/(income) recognized within the line item "CEO share based performance award liability revaluation and stock issuance" in the table above represent both actual issuances of common stock under PSA Agreements ($0.2 million during thethree andnine months ended* June 30, 2025*) and revaluation of these provisions for future probable awards. This share-based compensation is accrued as part of general and administrative expenses over the service term when it is probable that the milestone will be achieved. Decline of the provision (and relevant income) was mainly attributable to decrease in the market capitalization of the relevant period.

The liability to issue stock (presented within non-current liabilities if the achievement is expected later than12 months after the balance sheet date) is revalued on every balance sheet date based on the length of the service period, the current market price of the common stock and on the number of shares of common stock outstanding, until the shares have been issued or until the fulfillment of the milestone requirements isno longer probable. As of* June 30, 2025*, the accrual for future awards under2022 and2023 PSA Agreements amounted to approximately $1.2 million, with a long-term part of the provision presented as "Liability to issue shares, net of current portion".

NOTE 12 –** ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES**

NOTE 13 - LIABILITY TO ISSUE STOCK

The liability to issue stock on* June 30, 2025*, in total amount of $1.5 million represents mainly CEO incentive award provision (seeNote11* - Share-based compensation*) to be settled in shares of common stock upon the achievement of specific targets (current liability in the amount of $1.1 million and noncurrent liability in amount of $0.1 million), as well as certain liability-classified contracts with other parties.

NOTE 14 –** PROPERTY, PLANT, AND EQUIPMENT, NET**

Property, plant and equipment consist of the following:

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Depreciation expenses related to property, plant and equipment for thethree andnine months ended* June 30, 2025* was $2.6 million and $10.3 million, respectively ($2.6 million and $14.3 million for thethree andnine months ended* June 30, 2024*, respectively).

As further disclosed inNote19* - Contingencies and claims*, the Company entered into a legal settlement agreement with GEM to resolve outstanding legal claims. In full satisfaction of the related liability, the Company transferred ownership of its Mishawaka facility: mainly, a building with a carrying amount of $36.4 million, personal property with a carrying amount of $7.4 million, and land with a carrying amount of $1.4 million. The transaction doesnot qualify as a discontinued operation under ASC205-20, as it doesnot represent a strategic shift in the Company’s operations nor was the asset a separate reportable segment. The excess of the carrying values of transferred assets over liabilities to GEM in amount of $14.3 million was presented in the consolidated statements of operations as "Loss on settlement (GEM case)".

NOTE 15 –** PREPAID EXPENSES AND OTHER CURRENT ASSETS**

NOTE 16 –** NONCONTROLLING INTEREST**

In accordance with a stock purchase agreement signed on* July 26, 2024,with Bollinger Motors, Inc, our majority owned subsidiary, the Company, as part of activities to launch production in the Bollinger Motors segment, invested an additional $27.5 million in newly issued shares of Bollinger Motors, Inc., during thenine* months ended* June 30, 2025*. This investment has been eliminated in the consolidated statement of cash flows but impacted additional paid-in capital and noncontrolling interest in the consolidated balance sheets.

As further described inNote19* - Contingencies and claims*, on* May 7, 2025,the United States District Court for the Eastern District of Michigan issued an order appointing a receiver over the Company's majority-owned subsidiary Bollinger Motors in response to litigation initiated by Robert Bollinger regarding untimely payment of interest on a long-term loan. The parties executed a settlement agreement resolving all outstanding claims and, on June 2, 2025,*the Court entered a stipulated order discharging and removing the receiver and dismissing the case with prejudice. Upon the settlement agreement, the Company has obtained more than 95% of common stock of the subsidiary.

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NOTE 17 –** LEASES**

We have entered into various operating lease agreements for certain offices, manufacturing and warehouse facilities, and land. Operating leases led to recognition of right-of-use assets, and of current and noncurrent portions of lease liabilities. These right-of-use assets also include any lease payments made, and initial direct costs incurred, at lease commencement and exclude lease incentives. The lease terms* may*include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements that require payments for both lease and non-lease components and have elected to account for these as a single lease component. Certain leases provide for annual increases to lease payments based on an index or rate.

The following table presents information regarding our lease assets and liabilities:

The following table reflects the maturities of operating lease liabilities on* June 30, 2025*:

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NOTE 18 –** RELATED PARTY TRANSACTIONS**

Director Provided Services

For thenine months ended* June30,* 2025, our non-employee directors have earned compensation for service on our Board of Directors and associated committees in an amount equal to $319 thousand in cash and $601 thousand in shares of common stock ($331 thousand in cash and $563 thousand for thenine months ended* June30,* 2024).

In addition, the following non-employee directors were engaged in certain other consulting contracts with the Company:

William Miltner

William Miltner is a litigation attorney who provides legal services to the Company. Mr. Miltner is also an elected Director of the Company. For thethree andnine months ended* June 30, 2025*, Mr. Miltner was entitled to $172 thousand and $511 thousand in legal fees, respectively ($249 thousand and $955 thousand for thethree andnine months ended* June**30,* 2024, respectively).

Mary Winter

Mary Winter, Corporate Secretary and Director, is compensated for Corporate Secretary responsibilities at $5 thousand per month. For thethree andnine months ended* June 30, 2025*, Ms. Winter was entitled to $15 thousand and $45 thousand in consulting fees, respectively (same amounts for thethree andnine months ended* June**30,* 2024).

NOTE 19 –** CONTINGENCIES AND CLAIMS**

Occasionally, we are subject to asserted and actual claims and lawsuits arising in the ordinary course of business. Company management reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. As required by ASC450, we recognize accruals for contingencies when incurrence of a loss is probable (likely to occur) and can be reasonably estimated, and disclose the amount accrued and the amount of a reasonably possible loss over the amount accrued if such disclosure is necessary for our consolidated financial statements. When the likelihood isnot probable or when the likelihood is probable, but the amount cannot be reasonably estimated, liabilities arenot recognized. To estimate whether a loss contingency should be accrued, management evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss.

The outcomes of our legal proceedings and other contingencies are inherently unpredictable and subject to significant uncertainties. They could be material to our operating results and cash flows for a particular period. At least quarterly, we evaluate developments in our legal proceedings and other contingencies that could affect the amount of liability, including amounts over any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters disclosed below without an estimate of the amount of loss or range of losses, such an estimate isnot possible or is immaterial, and we* maybe unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may*experience losses over the amounts recorded, which could have a material effect on our business, consolidated financial position, results of operations, or cash flows.

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The GEM Group

On* September 21, 2021,the GEM Group ("GEM") filed an arbitration demand and statement of claim against the Company seeking declaratory relief and damages. This matter arises out of an alleged breach of a securities purchase agreement dated November 13, 2020.On November 17, 2023,the arbitrator issued the Partial Final Award on Liability finding that the Company and Mullen Technologies, Inc. (“MTI”) had repudiated and breached the securities purchase agreement and a related agreement (the “GEM Agreements”). On January 29, 2024,the parties completed the briefing on the issues of damages and allocation. On May 10, 2024,*the arbitrator issued his final award, awarding the GEM Group $26.8 million in damages for breach of the relevant agreements, and $3.8 million in attorney fees and certain administrative costs. The unpaid amount also generates interest at 9% per annum.

On* August 3, 2023,the Arbitrator ordered the Company to deposit $7.0 million into an interest-bearing escrow account with a commercial bank or brokerage firm. That amount has been released to GEM. On January 24, 2024,the arbitrator ordered the Company to deposit an additional $24.1 million into escrow on or before March 9, 2024.GEM has moved in the United States District Court to confirm thatsecond* interim order. On* June 11, 2024,*the United States District Court confirmed that order.

On* December 28, 2023,the Company and MTI filed a complaint against GEM and Christopher F. Brown in the United States District Court for the Southern District of New York alleging, among other things, that the GEM Group and Mr. Brown engaged in an unlawful securities transaction under the federal securities laws by entering into the GEM Agreements while GEM was operating as an unregistered dealer. The complaint seeks an order declaring, among other things, that the GEM Agreements are void ab initio. On April 8, 2024,*the District Court stayed that action.

On or about* July 10, 2024,the Company moved in the United States District Court for the Southern District of New York for an order vacating the arbitration awards and denying GEM’s anticipated motion to confirm those awards. On or about August 7, 2024,GEM filed an opposition to the Company’s motion to vacate and cross-moved to confirm the arbitration awards. On or about August 21, 2024,the Company filed a reply to GEM’s opposition. On February 6, 2025,the District Court affirmed the arbitration award and denied the Company’s motion to vacate the award, ordering that the award be satisfiedno* later than* May 7, 2025.The GEM Group issued a restraining notice on or about April 25, 2025,to the Company and MTI pursuant to Rule69* of the Federal Rules of Civil Procedure and Section5222(b) of the New York Civil Practice Law and Rules.

On* May 9, 2025,the Company and GEM executed a settlement agreement (the “Agreement”) in an effort to resolve all outstanding legal disputes between the parties fully. Under the terms of the Agreement, GEM had a55*-day due diligence period, subject to extension by GEM, to evaluate the transfer to GEM of the manufacturing plant located in Mishawaka, Indiana, and related assets in complete satisfaction of the aforementioned award. On* May 13, 2025,GEM withdrew the restraining notices that it issued to the Company on April 25, 2025.The transfer of the manufacturing plant and related assets in full settlement of the GEM case was completed in June**2025.*

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Bollinger Motors

Robert Bollinger v. Bollinger Motors, Inc.

On* March 21, 2025,Robert Bollinger filed a complaint against Bollinger Motors, Inc. (“Bollinger Motors”), a majority-owned subsidiary of the Company, in the U.S. District Court for the Eastern District of Michigan. In the complaint, Mr. Bollinger alleged breach of contract in connection with failure by Bollinger Motors to make a payment under the Amended and Restated Secured Promissory Note for $10.0 million entered into on October 24, 2024 (the “Bollinger Note”). Mr. Bollinger was seeking $10.5 million plus interest, attorney’s fees and costs and other damages arising from the breach, and the appointment of a receiver over Bollinger Motors. On March 24, 2025,Mr. Bollinger filed an emergency motion to appoint a receiver of Bollinger Motors and on May 7, 2025,the court entered an order placing Bollinger Motors into receivership and appointing a receiver to manage its affairs. On May 20, 2025,*the Company filed an emergency motion to intervene and request to file an emergency motion for reconsideration of the receiver order.

On My 28,2025, the parties executed a settlement agreement resolving all outstanding claims Pursuant to the settlement agreement, the Company paid $11 million in connection with the dismissal of the lawsuit and release of the Company and Bollinger Motors of all claims and liabilities. The Company also agreed to pay all expenses of the receiver incurred beginning on* May 26, 2025.Furthermore, Mr. Bollinger agreed to transfer to the Company all shares he owns of Bollinger Motors, which increased the Company’s ownership of Bollinger to approximately 95%. On June 2, 2025,*the Court entered a stipulated order discharging and removing the receiver and dismissing the case with prejudice.

Creditor Litigation

Eight legal proceedings have been filed, and are pending, against the Company’s majority-owned subsidiary, Bollinger Motors, Inc., seeking to collect an aggregate of approximately $9.4 million in damages, ranging from approximately $75,000 to $2.0 million, for damages for amounts alleged to be owed for various goods, equipment or services, as well as pre-judgment and post-judgment interest and attorney’s fees. These proceedings largely involve creditor lawsuits and are filed in Michigan Circuit Court for the County of Oakland or Ohio Court of Common Pleas, Cuyahoga County. While Bollinger Motors, Inc.* may*have defenses to these matters, the outcomes are inherently uncertain.

Stockholder Litigation

In re Mullen Automotive Inc. Securities Litigation.

On* May**5,* 2022, Plaintiff Margaret Schaub, a purported stockholder, filed a putative class action complaint in the United States District Court for the Central District of California against the Company, as well as its Chief Executive Officer, David Michery, and the Chief Executive Officer of a predecessor entity, Oleg Firer (the “Schaub Lawsuit”). The Schaub Lawsuit was brought by Schaub both individually and on behalf of a putative class of purchasers of the Company’s securities, claiming false or misleading statements regarding the Company’s business partnerships, technology and manufacturing capabilities, and alleging violations of Sections10(b) and20(a) of the Exchange Act and Rule10b-5 promulgated thereunder.

On* September**23,* 2022, a court-appointed lead plaintiff filed a Consolidated Amended Class Action Complaint against the Company, Mr. Michery, and the Company’s predecessor, Mullen Technologies, Inc., premised on the same purported violations of the Exchange Act and Rule10b-5, seeking to certify a putative class of shareholders, and seeking an award of monetary damages, as well as reasonable fees and expenses. On* August 14, 2024,the parties entered a Stipulation and Agreement of Settlement to settle the securities class action matter subject to payment of $5.4 million by the Company and $1.8 million by the Company's D&O insurers. The court granted final approval of the settlement on June 20, 2025,*and entered final judgment.

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Chosten Caris v. David Michery.

On* April 27, 2023,Chosten Caris, a purported stockholder, filed a complaint against Mr. Michery in the Eighth Judicial Circuit in and for Alachua County, Florida (the “Caris Lawsuit”). On May 17, 2023,Mr. Michery removed the Caris Lawsuit to the United States District Court for the Northern District of Florida. This lawsuit purports to seek damages for claims arising under Sections10*(b) and20(a) of the Exchange Act and Rule10b-5 promulgated thereunder. The Caris Lawsuit is currently stayed.

No loss contingencies have been accrued in connection with this matter as of* June 30, 2025,*because the Company cannot reasonably estimate either the probability of a loss or its magnitude (if any) based on all information currently available to management.

Trinon Coleman v. David Michery et al.

On* December**8,* 2023, Trinon Coleman, a purported stockholder, filed a derivative action in the Court of Chancery for the State of Delaware against the Company as a nominal defendant, Mr. Michery, and Company directors Mr. Puckett, Ms. Winter, Mr. Betor, Mr. Miltner, and Mr. New (the “Coleman Lawsuit”). This lawsuit asserts claims for breach of fiduciary duty, insider trading, and unjust enrichment primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Coleman Lawsuit seeks to direct the Company to improve its corporate governance and internal procedures and seeks monetary damages and an award of reasonable fees and expenses. Given the settlement of the substantially similar derivative claims in* In re Mullen Automotive Inc.* Derivative Litigation, discussed above, a stipulation of dismissal with prejudice was granted on* April 17, 2025.*

No loss contingencies have been accrued in connection with this matter as of* June 30, 2025,*because the Company cannot reasonably estimate either the probability of a loss or its magnitude (if any) based on all information currently available to management.

Jennifer Maloney v. Mullen Automotive Inc., et al.

On* February 12, 2025,Plaintiff Jennifer Maloney, a purported stockholder, filed a putative class action complaint in the United States District Court for the Central District of California against the Company, as well as its Chief Executive Officer, David Michery, and its Chief Financial Officer, Jonathan New (the “Maloney Lawsuit”). The Maloney Lawsuit was brought by Maloney both individually and on behalf of a putative class of purchasers of the Company’s securities, claiming false or misleading statements regarding the Company’s business partnerships, technology, and financing, and alleging violations of Sections10*(b) and20(a) of the Exchange Act and Rule10b-5 promulgated thereunder.

No loss contingencies have been accrued in connection with this matter as of* June 30, 2025,*because the Company cannot reasonably estimate either the probability of a loss or its magnitude (if any) based on all information currently available to management.

Cayden Crume v. Mullen Automotive Inc., et al.

On* March 26, 2025,Plaintiffs Cayden Crume, James LeGrand, and Todd Holton; purported stockholders, filed a putative class action complaint in the United States District Court for the Central District of California against the Company, as well as Mr. New, and Mr. Firer (the “Crume Lawsuit”). The Crume Lawsuit was brought by Plaintiffs both individually and on behalf of a putative class of purchasers of the Company’s securities, alleging unjust enrichment and violations of Sections10*(b) and20(a) of the Exchange Act and Rule10b-5 promulgated thereunder. This action was consolidated with the Maloney action on* May 15, 2025,*and administratively closed.

No loss contingencies have been accrued in connection with this matter as of* June 30, 2025,*because the Company cannot reasonably estimate either the probability of a loss or its magnitude (if any) based on all information currently available to management.

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In re Mullen Automotive Inc. Morga Derivative Litigation.

On* April 8, 2025,Gary Morga, a purported stockholder, filed a derivative action in the United States District Court for the Central District of California against the Company as a nominal defendant, Mr. Michery, and current or former Company directors Mr. New, Mr. Andersen, Mr. Betor, Mr. Miltner, Mr. Novoa, and Ms. Winter (the “Witt Lawsuit”). The Morga lawsuit asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. It assertsone* claim for violations of Section10(b) and21D of the Exchange Act against Mr. Michery and Mr. New. On* July 11, 2025,*Plaintiff voluntarily dismissed this action without prejudice.

No loss contingencies have been accrued in connection with this matter as of* June 30, 2025,*because the Company cannot reasonably estimate either the probability of a loss or its magnitude (if any) based on all information currently available to management.

NOTE 20 –** SUBSEQUENT EVENTS**

Company management has evaluated subsequent events through* August 14, 2025*, which is the date these financial statements were available to be issued. Except as discussed below, management has determined that there wereno material subsequent events which required recognition, adjustment to or disclosure in the financial statements:

Stock Issuances After the Balance Sheet Date

After the balance sheet date and by* August 11, 2025*, the Company issued 4,505,367 shares of common stock, mainly upon exercise of warrants described in theNote8* - Warrants and other derivative liabilities and fair value measurementsabove, and in accordance with contracts with consultants (seeNote11 – Share-based compensation*).

Additional investments after the balance sheet date

After the balance sheet date, pursuant to additional investment rights set forth in existing securities purchase agreements and in connection with entering into a securities purchase agreement, the Company, in a series of transactions, issued to certain investors convertible notes andfive-year warrants: senior secured convertible notes with a principal of $10.5 million (with a conversion price floor of $0.03 per share,not subject to adjustments) and5,986 warrants with exercise price of $4,000 and a floor in cashless exercise of warrants of $0.01 (not subject to adjustments). Other terms and conditions of these notes and warrants are similar to those described inNote7* - Debt* andNote8* - Warrants and other derivative liabilities and fair value measurements* above.

Amendment to2022 Equity Incentive Plan**

On* July 22, 2025,at a Special Meeting, the Company’s stockholders approved an amendment to the Company’s2022* Equity Incentive Plan, as amended (the*“2022* Plan”), providing for a 10% automatic quarterly increase on each of* January 1,** April 1,** July 1,and October 1,commencing on October 1, 2025,until the2022* Plan’s expiration in* July 2032,in the total number of shares of common stock available for issuance under the2022* Plan based upon the total number of shares of common stock outstanding, on a fully-diluted basis, on* December 31,** March 31,** June 30and September 30of the preceding fiscal quarter, respectively, provided that the Company’s Board of Directors maydecide that the increase for such fiscal quarter will be a lesser number of shares than otherwise provided under the automatic quarterly increase provision or that there will beno* increase for such fiscal quarter.

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Exchange of warrants and part of convertible notes

On* July 29, 2025,the Company entered into an Amendment and Exchange Agreement (the “Exchange Agreement”) with certain investors, pursuant to which the Company agreed to exchange certain outstanding senior secured convertible notes (the “Exchange Notes”, seeNote7 - Debt*) and warrants (the “Exchange Warrants”, seeNote8* - Warrants and other derivative liabilities and fair value measurements*) previously issued pursuant to the Securities Purchase Agreements, as* mayhave been amended from time to time, dated May 14, 2024,** January 23, 2025,** February 5, 2025,** March 6, 2025,** May 16, 2025and May 29, 2025.The Exchange Agreement provides for the exchange of the Exchange Notes and Exchange Warrants issued pursuant to the Securities Purchase Agreements for newly authorized shares of Series F Convertible Preferred Stock, par value$0.001* per share and Series G Convertible Preferred Stock, par value*$0.001* per share, respectively.

Pursuant to the Exchange Agreement, the Holders agreed to exchange (i) the Exchange Notes, with an aggregate principal and accrued interest of approximately*$25.5* million for approximately25,521 shares of Series F Preferred Stock and (ii) the Exchange Warrants with a carrying amount of approximately*$114* million for approximately 109,219 shares of Series G Preferred Stock. Upon closing of the transactions contemplated by the Exchange Agreement, the Exchange Notes and Exchange Warrants were cancelled and the Holders relinquished all rights, title and interest in such securities.

The Exchange Agreement includes certain covenants, including, among others, that (i) the Company will use commercially reasonable efforts to maintain the listing of its Common Stock on a stock exchange, (ii) while Preferred Shares remain outstanding, (A) during a certain90 day period, the Company willnot, with certain exceptions, offer or issue any equity or related securities, and (B) the Company willnot, without approval from Holders of a majority of the outstanding Preferred Shares, issue any equity security having a preference over or party with the Preferred Shares with respect to dividends, liquidation or redemption or having a preference over the Common Stock with respect to dividends, liquidation or redemption, and the Company and its subsidiaries willnot incur any indebtedness. The Company also agreednot to enter into any fundamental transaction, such as a merger, sale of more than50% of the outstanding voting shares, sale of substantially all assets, or business combination, unless such transaction complies with the terms of the Certificates of Designations. The Exchange Agreement contains customary representations and warranties between the Company and the Holders.

Pursuant to the terms of the Exchange Agreement, on* July 29, 2025,*the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations designating 25,600 shares of Series F Preferred Stock and a Certificate of Designations designating 110,000 shares of Series G Preferred Stock. The Certificates of Designations set forth the rights, preferences, privileges and restrictions of the shares of Series F Preferred Stock and Series G Preferred Stock.

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Series F Preferred Stock

The following is a summary of the terms of the Series F Preferred Stock.

Serial Designations and Number of Shares. The Series F Preferred Stock consists of the following serial designations, which are identical in all respects to every other share of Series F Preferred Stock, except as set forth in the Series F Certificate of Designations:560 shares of F-1 Preferred Stock;1,700 shares of F-2 Preferred Stock;4,200 shares of F-3 Preferred Stock;1,700 shares of F-4 Preferred Stock;6,900 shares of F-5 Preferred Stock;2,325 shares of F-6 Preferred Stock;2,150 shares of F-7 Preferred Stock;1,715 shares of F-8 Preferred Stock; and 4,350 shares of F-9 Preferred Stock.

Ranking. The Series F Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company, unless at least a majority of the outstanding Series F Preferred Shares consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series F Preferred Stock.

Conversion and Exchange. Each share of Series F Preferred Stock is convertible at the option of a Holder at any time into shares of Common Stock by dividing the conversion amount by the lower of (a) the applicable Conversion Fixed Price for the relevant series (“Conversion Fixed Price” means (1) for the F-1 Preferred Shares, $775, (2) for the F-2 Preferred Shares, $1,150, (3) for the F-3 Preferred Shares, $156,060, (4) for the F-4 Preferred Shares, $3,401, (5) for the F-5 Preferred Shares, $248,000, (6) for the F-6 Preferred Shares, $642,000, (7) for the F-7 Preferred Shares, $18,500, (8) for the F-8 Preferred Shares, $51,400, and (9) for the F-9 Preferred Shares, $346,800,000), (b)95% of the closing sale price of the Common Stock on the date the initial registration statement for such series is declared effective by the SEC, or (c)95% of the lowest daily volume-weighted average price (VWAP) in thefive trading days prior to the conversion date, but inno event less than the applicable Conversion Floor Price (“Conversion Floor Price” means (1) for the F-1 Preferred Shares, $0.02, (2) for the F-2 Preferred Shares, $0.03, (3) for the F-3 Preferred Shares, $0.05, (4) for the F-4 Preferred Shares, $0.07, (5) for the F-5 Preferred Shares, $0.08, (6) for the F-6 Preferred Shares, $0.21, (7) for the F-7 Preferred Shares, $0.37, (8) for the F-8 Preferred Shares, $1.03, and (9) for the F-9 Preferred Shares, $1.16, which amounts arenot subject to adjustment for stock dividends, subdivisions, or combinations). The conversion price and shares are subject to adjustment, pursuant to Section6 of the Certificate of Designations, in the event of stock dividends and stock splits, and subsequent equity sales.

If, upon conversion of Series F Preferred Shares, the Company fails to timely issue the shares of Common Stock, then, at the sole discretion of the Holder, the Company will pay in cash to such Holder on each trading day after the delivery date an amount equal to1% of the product of the number of shares of Common Stocknot so delivered multiplied by the closing sale price of the Common Stock on the trading day immediately preceding such delivery date.

If any shares of Series F Preferred Stock are converted, redeemed or reacquired by the Company, such shares* may**not* be reissued and will automatically be retired and cancelled and resume the status of authorized but unissued shares of preferred stock. The Series F Preferred Stock willnot be convertible by a Holder to the extent that such Holder or any of its affiliates would beneficially own in excess of 9.9% of the Common Stock, as further described in the Series F Preferred Certificate of Designations.

Voting Rights. Except as provided by law, the Holders of Series F Preferred Stock haveno voting rights except that approval from a majority of the outstanding shares of Series F Preferred Stock, voting as a single class, is required to (i) alter or change the powers, preferences, or rights of the Series F Preferred Stock so as to affect them adversely, (ii) amend the Certificate of Incorporation or bylaws in a manner adverse to the Holders of Series F Preferred Stock, (iii) increase or decrease (other than by conversion) the authorized number of Series F Preferred Stock, (iv) create or authorize any new class or series of stock senior to or on parity with the Series F Preferred Stock, (v) pay dividends or make distributions on any junior stock, (vi) issue additional Series F Preferred Stock (except as contemplated), or (vii) circumvent the rights of the Series F Preferred Stock.

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Dividends. Holders of Series F Preferred Stock are entitled to receive cumulative dividends at an annual rate of 20% of the $1,000 stated value per share of Series F Preferred Stock, accruing daily, whether ornot declared and whether ornot there are funds legally available for payment. Dividends are payable in cash quarterly in arrears on thefirst trading day of each fiscal quarter beginning on* October 1, 2025.At the option of each Holder, dividends may*be paid at any time in shares of Common Stock pursuant to the conversion terms described above.

Company Optional Redemption. At any time, the Company has the right to redeem in cash all, butnot less than all, the shares of Series F Preferred Stock then outstanding equal to the sum of (1) the stated value plus (2) all accrued dividends.

Covenants. The Company and its subsidiaries are subject to certain customary affirmative and negative covenants regarding the rank of the Series F Preferred Stock, the incurrence of indebtedness, the existence of liens, the repayment of indebtedness when a Triggering Event has occurred, the payment of cash in respect of dividends, distributions or redemptions, and the transfer of assets, among other customary matters. A “Triggering Event” includes, but isnot limited to: (i) failure to maintain sufficient reserves of authorized Common Stock; (ii) the Company’s failure to deliver shares of Common Stock upon conversion, or notice of the Company’s intentionnot to comply with a request for conversion of any Series F Preferred Stock; (iii) failure to declare or pay any dividend when due; (iv) the occurrence of any default under, redemption of or acceleration prior to maturity in an aggregate amount in excess of $300,000 of indebtedness (as described in the Series F Certificate of Designations) of the Company or any subsidiary; (v) failure to maintain the listing of its Common Stock on a stock exchange; (vi) failure to file annual or quarterly reports within the required periods; (vii) bankruptcy or insolvency of the Company; and (viii) breach of any representation or warranty when made, or any covenant or other term or condition of any Transaction Document. Furthermore, any amounts due under the Transaction Documents which isnot paid when due will result in a late charge in an amount equal to interest on such amount at the rate of 15% per month until paid in full.

Purchase Rights, Distribution of Assets and Fundamental Transactions. Holders of Series F Preferred Stock* mayreceive and participate in purchase rights and distribution of assets. The Company may**not* enter into any fundamental transaction unless the successor entity issues in exchange securities with similar rights.

Liquidation, Dissolution and Winding Up. In the event of any Liquidation Event (as defined in the Series F Certificate of Designation), the Holders of Series F Preferred Shares will be entitled to receive prior and in preference to any distribution of the proceeds to the holders of the Common Stock, an amount per share equal to the Conversion Fixed Price plus declared but unpaid dividends on such shares.

Series G Preferred Stock

The following is a summary of the terms of the Series G Preferred Stock.

Ranking. The Series G Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company, unless at least a majority of the outstanding Series G Preferred Shares consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series G Preferred Stock.

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Conversion and Exchange. Each shares of Series G Preferred Stock is convertible at the option of a Holder at any time prior to the applicable conversion maturity date (as set forth in the Holder Schedule attached to the Exchange Agreement) into shares of Common Stock, determined by dividing the stated value of $1,000 per share of Series G Preferred Stock (subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events with respect to the Series G Preferred Stock) by the lower of thetwo closing bid prices of the Common Stock in thetwo days prior to the date of such conversion, but in any eventnot less than $0.10 per share. If, upon conversion of Series G Preferred Shares, the Company fails to timely issue the shares of Common Stock, then, at the sole discretion of the Holder, the Company will pay in cash to such Holder on each trading day after the delivery date an amount equal to1% of the product of the number of shares of Common Stocknot so delivered multiplied by the closing sale price of the Common Stock on the trading day immediately preceding such delivery date.

If any shares of Series G Preferred Stock are converted, redeemed or reacquired by the Company, such shares* may**not* be reissued and will automatically be retired and cancelled and resume the status of authorized but unissued shares of preferred stock. The Series G Preferred Stock willnot be convertible by a Holder to the extent that such Holder or any of its affiliates would beneficially own in excess of 9.9% of the Common Stock, as further described in the Series G Preferred Certificate of Designations.

Voting Rights. Except as provided by law, the Holders of Series G Preferred Stock shall haveno voting rights except that approval from a majority of the outstanding shares of Series G Preferred Stock, voting as a single class, is required to (i) alter or change the powers, preferences, or rights of the Series G Preferred Stock so as to affect them adversely, (ii) amend the Certificate of Incorporation or bylaws in a manner adverse to the Holders of Series G Preferred Stock, (iii) increase or decrease (other than by conversion) the authorized number of Series G Preferred Stock, (iv) create or authorize any new class or series of stock senior to or on parity with the Series G Preferred Stock, (v) pay dividends or make distributions on any junior stock, (vi) issue additional Series G Preferred Stock (except as contemplated), or (vii) circumvent the rights of the Series G Preferred Stock.

Purchase Rights, Distribution of Assets and Fundamental Transactions. Holders of Series G Preferred Stock* mayreceive and participate in purchase rights and distribution of assets. The Company may**not* enter into any fundamental transaction unless the successor entity issues in exchange securities with similar rights.

Company Optional Redemption. At any time after the applicable conversion maturity date, the Company has the right to redeem in cash all, butnot less than all, of the shares of Series G Preferred Stock then outstanding equal to $0.001 per share.

Dividends and Liquidation, Dissolution and Winding Up. Holders of Series G Preferred Stock arenot entitled to receive any dividends and donot have any right to receive any distribution of assets upon a Liquidation Event (as defined within the Series G Preferred Certificate of Designations).

Additionally, on* August 14, 2025,*the Company and investors exchanged all then-outstanding warrants (with a carrying amount of approximately $5 million) to 6,361.27934 shares of newly designated shares of Series G Preferred stock (with terms identical to those disclosed above), and secured senior convertible notes with a principal and accumulated interest in amount of approximately $5 million to 734.73330 shares of Series F-9 Preferred stock,572.36842 shares of Series F-5 Preferred stock and 3,421.88596 shares of Series F-7 Preferred stock (with terms identical to those disclosed above). The Company and investors also agreed to amend the conversion floors in the cashless exercise formulas of the warrants issuable upon future possible exercise of additional investment rights from $0.01 to $0.07. If the price of shares of common stock decrease to or below$0.07, the Company agreed to reduce the floor of the cashless exercise formula to $0.01 and seek stockholder approval.

As a result of these transactions, the Company believes that as of* August 14, 2025,*the stockholders' equity of the Company exceeds $2.5 million.

Reverse stock split

On* August 1, 2025,the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect aone*-for-two hundred fifty (1-for-250) reverse stock split of its common stock, par value $0.001 per share (the “Reverse Stock Split”).

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Previously, at the Special Meeting of Stockholders held on* July 22, 2025,the Company’s stockholders approved a proposal to authorize a reverse stock split of the Common Stock at a ratio within the range of1*-for-2 to1-for-250, as determined by the Board of Directors of the Company. The Reverse Stock Split became effective on* August 4, 2025at12:01* am Eastern Time (the “Effective Time”). As a result of the Reverse Stock Split, at the Effective Time, every 250 shares of the Company’s pre-Reverse Stock Split Common Stock combined and automatically becameone share of Common Stock. The Company’s Common Stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened for trading on* August 4, 2025.*After the Effective Time, the number of outstanding shares of Common Stock of the Company was reduced from 433,528,681 to 1,735,225.

Also, at the Effective Time, the number of shares of Common Stock issuable upon conversion or exercise of notes, warrants, preferred stock, and other convertible securities, as well as any commitments to issue securities, that provide for adjustments in the event of a reverse stock split will be appropriately adjusted pursuant to their applicable terms for the Reverse Stock Split. If applicable, the conversion price for each outstanding note and for each outstanding share of preferred stock and the exercise price for each outstanding warrant will be increased, pursuant to their terms, in inverse proportion to the1-for-250 split ratio such that upon conversion or exercise, the aggregate conversion price for conversion of each note or preferred stock and the aggregate exercise price payable by the warrant holder to the Company for shares of Common Stock subject to such warrant will remain approximately the same as the aggregate conversion or exercise price, as applicable, prior to the Reverse Stock Split. Furthermore, pursuant to the terms of the Company’s2022 Equity Incentive Plan, as amended, shares of Common Stock reserved and available for issuance arenot subject to adjustment as a result of the Reverse Stock Split. However, outstanding options will be appropriately adjusted pursuant to their applicable terms for the Reverse Stock Split.

The Reverse Stock Split was applied retroactively in these consolidated financial statements (seeNote1* - Description of business and basis of presentation*).

Name change of the Company

On* July 25, 2025,Mullen Automotive Inc. filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to change its name to Bollinger Innovations, Inc. The Name Change and Amendment became effective on July 28, 2025,at12:01* a.m. Eastern Time. In connection with the Name Change, effective as of market open on* July 28, 2025,the Company’s common stock, par value $0.001 per share began trading under the Company’s new ticker symbol “BINI” on The Nasdaq Capital Market. The CUSIP of the Common Stock didnot* change in connection with the ticker symbol change.

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