| As
filed with the Securities and Exchange Commission on January 17, 2024 |
Registration
No. 333- |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
MULLEN AUTOMOTIVE INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization) |
|
86-3289406
(I.R.S. Employer
Identification No.) |
1405 Pioneer Street
Brea, California 92821
(Address of principal executive offices)
Mullen Automotive Inc. 2022 Equity Incentive
Plan, as amended
2022 Performance Stock Award Agreement
2023 Performance Stock Award Agreement
(Full title of the plan)
David Michery
President and Chief Executive Officer
1405 Pioneer St
Brea, CA 92821
(714) 613-1900
(Name, address and telephone number of agent for
service)
With copies to:
| Thomas J. Poletti, Esq. |
|
Katherine J. Blair, Esq. |
| Manatt, Phelps &
Phillips, LLP |
|
Manatt, Phelps &
Phillips, LLP |
| 695 Town Center Drive,
14th Floor |
|
2049 Century Park East,
Suite 1700 |
| Costa Mesa, California
92626 |
|
Los Angeles, California
90067 |
| (714) 371-2501 |
|
(310) 312-4252 |
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer
|
¨ |
Accelerated filer |
¨ |
| |
Non-accelerated filer |
x |
Smaller reporting company
|
x |
| |
|
|
Emerging growth company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Post Reverse Stock Split
2022 Equity Incentive Plan
This Registration Statement on Form S-8
is being filed by Mullen Automotive Inc. (the “Company” or “Registrant”) for the purpose of registering
additional shares of the Registrant’s common stock, $0.001 par value (the “Common Stock”) issuable pursuant
to the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”) as a result of the proportionately
reduced number of shares registered due to the Reverse Stock Split (as defined below).
The Registrant previously filed a Registration
Statement on Form S-8 (File No. 333-274113) with the Securities and Exchange Commission (the “Commission”)
on August 21, 2023 registering 52,000,000 shares of Common Stock issuable pursuant to the 2022 Plan. Pursuant to the terms of the
amendment to the Company’s 2022 Plan, which was approved by the stockholders at the Company’s annual meeting held on August 3,
2023, shares available for grant under the 2022 Plan are not subject to adjustment for any decrease or increase in the number shares
of Common Stock resulting from a stock spilt, reverse stock split, recapitalization, combination, reclassification, the payment of a
stock dividend on the Common Stock or any other decrease in the number of such shares of Common Stock effected without receipt of consideration
by the Company. On December 21, 2023, the Registrant effectuated a 1-for-100 reverse stock split (the “Reverse Stock Split”)
of its Common Stock. Pursuant to Rule 416(b) of the Securities Act of 1933, as amended, if prior to completion of the distribution
of the securities covered by a registration statement, all the securities of a class which includes the registered securities are combined
by a reverse split into a lesser amount of securities of the same class, the amount of undistributed securities of such class deemed
to be covered by the registration statement shall be proportionately reduced. Accordingly, as a result of the Reverse Stock Split, this
Registration Statement on Form S-8 is being filed to register additional shares of Common Stock that are issuable pursuant to the
2022 Plan.
Pursuant to General Instruction E to Form S-8,
this Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities
for which a Registration Statement of the Company on Form S-8 relating to the 2022 Plan, is effective, and the Company’s Registration
Statements on Form S-8 (File Nos. 333-266787, 333-267417 and 333-274113) previously filed with the Commission on August 11, 2022, September 14, 2022, and August 21, 2023, respectively, registering shares of Common Stock issuable under the 2022 Plan
are incorporated by reference in this Registration Statement, except as supplemented by the information set forth below.
Performance Stock Award Agreements
This Registration Statement is also being filed
for the purpose of registering:
| (i) | additional shares of Common Stock that
may be issuable to David Michery, Chief Executive Officer and founder of the Registrant,
based on the achievement of certain remaining milestones and subject to the terms and conditions
under the Performance Stock Award Agreement, dated May 5, 2022, between the Registrant
and Mr. Michery and approved by the stockholders of the Registrant on July 26,
2022 (the “2022 PSA”). Pursuant to General Instruction E to Form S-8,
this Registration Statement is being filed for the purpose of registering additional securities
of the same class as other securities for which a Registration Statement of the Company on
Form S-8 relating to the 2022 PSA is effective, and the Company’s Registration
Statements on Form S-8 (File Nos. 333-267417 and 333-274113) previously filed with the
Commission on September 14, 2022 and August 21, 2023, respectively, registering
shares of Common Stock issuable under the 2022 PSA are incorporated by reference in this
Registration Statement, except as supplemented by the information set forth below. |
| (ii) | additional shares of Common Stock that
may be issuable to David Michery, Chief Executive Officer and founder of the Registrant,
based on the achievement of certain remaining milestones and subject to the terms and conditions
under the Performance Stock Award Agreement, dated June 8, 2023, between the Registrant
and Mr. Michery and approved by the stockholders of the Registrant on August 3,
2023 (the “2023 PSA”). Pursuant to General Instruction E to Form S-8,
this Registration Statement is being filed for the purpose of registering additional securities
of the same class as other securities for which a Registration Statement of the Company on
Form S-8 relating to the 2023 PSA is effective, and the Company’s Registration
Statement on Form S-8 (File No. 333-274113) previously filed with the Commission
on August 21, 2023 registering shares of Common Stock issuable under the 2023 PSA are
incorporated by reference in this Registration Statement, except as supplemented by the information
set forth below. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference
into this Registration Statement the following documents filed by it with the Commission:
| (b) | The
Registrant’s Current Reports on Form 8-K filed with the Commission on October 6,
2023, October 18,
2023, October 27,
2023, November 1,
2023, November 17,
2023, December 1,
2023, December 21,
2023, and December 22,
2023; and |
| (c) | The
description of the Registrant’s Common Stock in Exhibit 4.4
to its 2023 Form 10-K and as may be further updated or amended in any amendment or report filed for such purpose. |
All documents subsequently
filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof,
and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof
from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus
to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to
be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
Notwithstanding the foregoing,
unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current
Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant has furnished, or may from time to time
furnish, to the Commission is, or will be, incorporated by reference into, or otherwise included in, this Registration Statement.
Exhibit
Number |
|
Description |
| 4.1 |
|
Second
Amended and Restated Certificate of Incorporation of Mullen Automotive Inc., dated November 5, 2021 (incorporated by reference
to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2021) |
| |
|
|
| 4.1(a) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation of Mullen Automotive, Inc., dated March 8,
2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission
on March 10, 2022) |
| |
|
|
| 4.1(b) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation filed on July 26, 2022 (incorporated by reference
to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on July 27, 2022) |
| |
|
|
| 4.1(c) |
|
Certificate
of Designations, Preferences and Rights of Series D Convertible Preferred Stock. (incorporated by reference to Exhibit 4.1(c) to
the Company's Registration Statement on Form S-3, filed with the Commission on September 19, 2022) |
| |
|
|
| 4.1(d) |
|
Certificate
of Mullen Automotive Inc. Increasing Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock
(incorporated by reference to Exhibit 4.1(d) to the Company's Registration Statement on Form S-3, filed with the Commission
on October 17, 2022) |
| |
|
|
| 4.1(e) |
|
Certificate
of Designation of Series AA Preferred Stock, filed November 14, 2022 (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K, filed with the Commission on November 14, 2022) |
| |
|
|
| 4.1(f) |
|
Certificate
of Cancellation of Series AA Preferred Stock filed on January 30, 2023 (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2023) |
| |
|
|
| 4.1(g) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation filed on January 30, 2023 (incorporated by reference
to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Commission on January 31, 2023) |
| |
|
|
| 4.1(h) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation filed on May 3, 2023 (incorporated by reference
to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on May 5, 2023) |
| |
|
|
| 4.1(i) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation filed on August 10, 2023 (incorporated by reference
to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on August 11, 2023) |
| |
|
|
| 4.1(j) |
|
Certificate
of Amendment to the Second Amended and Restated Certificate of Incorporation filed on December 20, 2023 (incorporated by reference
to Exhibit 3.1 to the Company’s Form 8-K filed with the Commission on December 21, 2023) |
| |
|
|
| 4.2 |
|
Amended
and Restated Bylaws of Mullen Automotive Inc., as of November 30, 2023 (incorporated by reference to Exhibit 3.2 to the
Company’s Annual Report on Form 10-K, filed with the Commission on January 17, 2024) |
| |
|
|
| 5.1
|
|
Opinion
of Manatt, Phelps & Phillips LLP |
| |
|
|
| 23.1 |
|
Consent
of Independent Registered Public Accounting Firm (RBSM LLP) |
| |
|
|
| 23.2 |
|
Consent
of Independent Registered Public Accounting Firm (Daszkal Bolton LLP) |
| |
|
|
| 23.3 |
|
Consent
of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1) |
| |
|
|
| 24 |
|
Power
of Attorney (contained on signature page hereto) |
| |
|
|
| 99.1 |
|
Mullen
Automotive Inc. 2022 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement
(Schedule 14A) filed with the Commission on June 24, 2022) |
| |
|
|
| 99.1(a) |
|
Amendment
to Mullen Automotive Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K
filed with the Commission on August 7, 2023) |
| |
|
|
| 99.1(b) |
|
Form of
Stock Option Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2(a) to the Company’s
Form 10-K filed with the Commission on January 13, 2023) |
| |
|
|
| 99.1(c) |
|
Form of
Restricted Stock Agreement under 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2(b) to the Company’s
Form 10-K filed with the Commission on January 13, 2023) |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Brea, State of California, on the 16th day of January, 2024.
| Mullen Automotive Inc. |
|
| |
|
| By: |
/s/
David Michery |
|
| |
Name: David Michery |
|
| |
Title: Chief Executive Officer and President |
|
POWER OF ATTORNEY
We, the undersigned officers and directors of
Mullen Automotive Inc., a Delaware corporation, do hereby constitute and appoint David Michery and Jonathan New, each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name and
Signature |
|
Title |
|
Date |
| /s/
David Michery |
|
President,
Chief Executive Officer and Chairman of the Board |
|
January 16, 2024 |
| David Michery |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Jonathan New |
|
Chief
Financial Officer |
|
January 16, 2024 |
| Jonathan
New |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
|
| /s/
Chester Bragado |
|
Chief
Accounting Officer |
|
January 16, 2024 |
| Chester
Bragado |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Mary Winter |
|
Secretary
and Director |
|
January 16, 2024 |
| Mary
Winter |
|
|
|
|
| |
|
|
|
|
| /s/
William Miltner |
|
Director |
|
January 16, 2024 |
| William
Miltner |
|
|
|
|
| |
|
|
|
|
| /s/
John Andersen |
|
Director |
|
January 16, 2024 |
| John
Andersen |
|
|
|
|
| |
|
|
|
|
| /s/
Ignacio Novoa |
|
Director |
|
January 16, 2024 |
| Ignacio
Novoa |
|
|
|
|
| |
|
|
|
|
| /s/
Kent Puckett |
|
Director |
|
January 16, 2024 |
| Kent
Puckett |
|
|
|
|
| |
|
|
|
|
| /s/
Mark Betor |
|
Director |
|
January 16, 2024 |
| Mark
Betor |
|
|
|
|
Exhibit 5.1
January 16, 2024
Mullen Automotive Inc.
1405 Pioneer St
Brea, CA 92821
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We
have acted as counsel to Mullen Automotive Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as
amended (the “Securities Act”), for the registration by the Company of an aggregate of 37,575,505 shares of common stock,
par value $0.001 per share (the “Common Stock”), of the Company (the “Shares”), consisting of (a) an additional
26,575,505 shares of Common Stock issuable under the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”),
, (b) an additional 3,000,000 shares of Common Stock reserved for issuance under the Performance Stock Award Agreement dated May 5,
2022 between the Company and David Michery (the “2022 Award Agreement”), and (c) an additional 8,000,000 shares of Common
Stock reserved for issuance under the Performance Stock Award Agreement dated June 8, 2023 between the Company and David Michery
(the “2023 Award Agreement”, together with the 2022 Award Agreement, the “Award Agreements”). This opinion is
being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As
such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, resolutions, certificates and instruments of the Company and corporate records furnished to us
by the Company, certificates of public officials, statutes, records and such other instruments and documents as we have deemed necessary
or appropriate as a basis for the opinion set forth below.
In
such examination and in rendering the opinions expressed below, we have assumed, without independent investigation or verification: (i) the
genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us, (ii) the
legal capacity and authority of all persons or entities (other than the Company) executing all agreements, instruments, corporate records,
certificates and other documents submitted to us, (iii) the authenticity and completeness of all agreements, instruments, corporate
records, certificates and other documents submitted to us as originals, (iv) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to
authentic originals thereof, and that such originals are authentic and complete, (v) the due authorization, execution and delivery
of all agreements, instruments, certificates and other documents by all parties thereto (other than the Company), (vi) that the statements
contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons
on which we have relied for the purposes of this opinion set forth below are true and correct, and (vii) that the officers and directors
of the Company have properly exercised their fiduciary duties. We also have obtained from the officers of the Company certificates as
to certain factual matters necessary for the purpose of this opinion and, insofar as this opinion is based on such matters of fact, we
have relied solely on such certificates without independent investigation. We have also assumed that the Shares will be issued and sold
as described in the Registration Statement and the applicable provisions of the 2022 Plan or the Award Agreements, as applicable. We have
also assumed that upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to issue under the Second Amended and Restated Certificate
of Incorporation, as amended.
2049 Century Park East, Suite 1700, Los
Angeles, California 90067 Telephone: 310.312.4000 Fax: 310.312.4224
Albany | Boston | Chicago | Los Angeles |
New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington D.C. |
Mullen Automotive Inc.
January 16, 2024
Page 2
Based
upon and subject to the foregoing qualifications, assumptions and limitations, we are of the opinion that the Shares have been duly authorized
and, when issued and delivered against payment therefor in conformity with the terms of the 2022 Plan or the Award Agreements, assuming
in each case that the individual issuance, grants or awards under the 2022 Plan or the Award Agreements, as applicable, are duly authorized
by all necessary corporate action and duly issued, granted or awarded and exercised, if applicable, in accordance with the requirements
of the law and the 2022 Plan or the Award Agreements, as applicable, will be validly issued, fully paid and non-assessable.
We
express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than the
General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution
and reported judicial decisions interpreting those laws). This opinion is expressly limited to the matters set forth above and we render
no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name therein
under the caption “Legal Matters.” In giving this consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission adopted under the Securities
Act.
2049 Century Park East, Suite 1700, Los Angeles,
California 90067 Telephone: 310.312.4000 Fax: 310.312.4224
Albany | Boston | Chicago | Los Angeles | New
York | Orange County | Palo Alto | Sacramento | San Francisco | Washington D.C.
Mullen Automotive Inc.
January 16, 2024
Page 3
The
opinions included herein are expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise
you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
| |
Very truly yours, |
| |
|
| |
/s/ Manatt, Phelps &
Phillips, LLP |
2049 Century Park East, Suite 1700, Los Angeles,
California 90067 Telephone: 310.312.4000 Fax: 310.312.4224
Albany | Boston | Chicago | Los Angeles | New
York | Orange County | Palo Alto | Sacramento | San Francisco | Washington D.C.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Mullen Automotive Inc.
Brea, California
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated January 16, 2024 with respect to the consolidated financial statements
of Mullen Automotive Inc. as of and for the year ended September 30, 2023 (which report includes an explanatory paragraph regarding
the Company’s ability to continue as a going concern) included in its Annual Report on Form 10-K for the year ended September 30,
2023.
/s/ RBMS LLP
RBSM, LLP
PCAOB ID No. 587
RBSM, LLP
101 Larkspur Landing Suite 321
Larkspur, CA 94939
January 16, 2024
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this registration statement on Form S-8 of our report dated January 13, 2023 relating to our audit of the consolidated financial
statements of Mullen Automotive Inc. as of September 30, 2022 and for the year then ended, which financial statements appear in the
Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on January 17, 2024. Our report
includes an explanatory paragraph related to Mullen Automotive Inc.’s ability to continue as a going concern.
/s/ Daszkal Bolton LLP
Fort Lauderdale, Florida
January 16, 2024
Exhibit 107
Calculation of Filing
Fee Table
Form S-8
(Form Type)
Mullen
Automotive Inc.
(Exact Name of Registrant
as Specified in its Charter)
Table
1: Newly Registered
Security
Type | |
Security Class
Title | |
Fee
Calculation
Rule | |
Amount
to
be
Registered(1) | | |
Proposed
Maximum
Offering
Price Per
Share(5) | | |
Maximum
Aggregate
Offering Price | | |
Fee Rate | | |
Amount of
Registration Fee |
|
| Equity | |
Common Stock, $0.001 par value per share | |
Rules 457(c) and 457(h) | |
| 26,575,505 | (2) | |
$ | 11.74 | | |
$ | 311,863,551.18 | | |
$ | 0.00014760 | | |
$ |
46,031.06 |
|
| Equity | |
Common Stock, $0.001 par value per share | |
Rules 457(c) | |
| 3,000,000 | (3) | |
$ | 11.74 | | |
$ | 93,880,000.00 | | |
$ | 0.00014760 | | |
$ |
13,856.69 |
|
| Equity | |
Common Stock, $0.001 par value per share | |
Rules 457(c) | |
| 8,000,000 | (4) | |
$ | 11.74 | | |
$ | 35,205,000.00 | | |
$ | 0.00014760 | | |
$ |
5,196.26 |
|
| Total Offering Amounts | |
| |
| | | |
| | | |
| | | |
| | | |
$ |
65,084.01 |
|
| Total Fees Previously Paid | |
| |
| | | |
| | | |
| | | |
| | | |
|
- |
|
| Total Fee Offsets | |
| |
| | | |
| | | |
| | | |
| | | |
|
- |
|
| Net Fee Due | |
| |
| | | |
| | | |
| | | |
| | | |
$ |
65,084.01 |
|
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement shall also cover any additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common
Stock”), that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock available for issuance under the 2022 Equity Incentive Plan. |
| (3) | Represents shares of Common Stock reserved for issuance pursuant to the Performance Stock Award Agreement dated May 5, 2022. |
| (4) | Represents shares of Common Stock reserved for issuance pursuant to the Performance Stock Award Agreement dated June 8, 2023. |
| (5) | This estimate is made pursuant to Rules 457(c) and 457(h)(1) of the Securities Act solely for purposes of calculating
the registration fee. The Proposed Maximum Offering Price Per Share is the average of the high and low prices for the Registrant’s
Common Stock as reported on Nasdaq on January 12, 2024. |
Mullen Automotive (NASDAQ:MULN)
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