MULN Mullen Automotive Inc

Withdrawal of Proposal No. 3 (the Reincorporation Proposal) From Stockholder Consideration

The Board of Directors has determined not to proceed with the Reincorporation Proposal (Proposal No. 3) at the Special Meeting, which proposal asked for stockholder approval to change the Company’s state of incorporation from the State of Delaware to the State of Maryland. Accordingly, the Company will not be presenting this matter to a vote at the Special Meeting, and the Proxy Statement is hereby amended to remove Proposal No. 3. As a result, the Reincorporation will not be consummated and the Company will continue to remain incorporated in the State of Delaware at this time.

The Company intends to hold the Special Meeting as previously scheduled, and at the Special Meeting, the Company intends to hold the vote on all matters in the Proxy Statement, except Proposal No. 3. No vote will be taken with respect to Proposal No. 3 at the Special Meeting. Therefore, any votes cast regarding Proposal No. 3 will neither be tabulated nor reported.

The Board reserves the right to revisit the possibility of changing the Company’s state of incorporation from the State of Delaware to the State of Maryland or any alternative proposal at any point in the future on such terms as may be determined at that time to be in the best interest of the Company and its stockholders.

Certain Matters Regarding the 2022 Annual Meeting of Stockholders

On July 26, 2022, the Company held its Annual Meeting of Stockholders (the “2022 Annual Meeting”), at which stockholders voted on, among other things, a proposal to increase the Company’s authorized number of shares of Common Stock to 1,750,000,000. The proxy statement for the 2022 Annual Meeting stated that the number of shares of Common Stock issued and outstanding as of the June 2, 2022 record date (the “Annual Meeting Record Date”), and eligible to vote on the increase in authorized shares, was 477,510,822. The proxy statement for the 2022 Annual Meeting also stated that the number of shares of Series B Preferred Stock issued and outstanding as of the Annual Meeting Record Date was 0. The Company stated in its Form 8-K, filed on July 27, 2022 (the “July 2022 8-K”), that there were 480,294,481 shares of Common Stock entitled to vote at the 2022 Annual Meeting as of the Annual Meeting Record Date, which figure gave effect to the conversion into Common Stock of all shares of the Company’s previously outstanding Series B Preferred Stock by the holder thereof prior to the Annual Meeting Record Date. The July 2022 8-K stated that 302,018,291 votes were represented at the 2022 Annual Meeting, which figure included the shares of Common Stock into which the holder of the Company’s previously outstanding Series B Preferred Stock had converted. The total number of shares of Common Stock, when considered separately as a class, who voted in favor of the increase in authorized shares at the 2022 Annual Meeting, was 240,446,654. That vote total exceeds a majority of the total number of shares of Common Stock as of the Annual Meeting Record Date when including the shares of Common Stock into which the holder of the Company’s previously outstanding Series B Preferred Stock had converted.

The first full paragraph under the table in the section entitled “Required Votes for Each Proposal to Pass” on page 5 of the Proxy Statement shall read as follows:

Abstentions and broker non-votes (as applicable) will count as votes against the Authorized Share Increase Proposal, but abstentions and broker non-votes (as applicable) will not have an effect on the Nasdaq Listing Rule 5635(d) Proposal and the Adjournment Proposal. If the Series AA Preferred Stock was not issued and outstanding, then abstentions and broker non-votes would have the same effect as a vote against the Reverse Stock Split Proposal. However, since the Series AA Preferred Stock will mirror only votes cast, abstentions and broker non-votes will not have any effect on the votes cast by the holders of the Series AA Preferred Stock on the Reverse Stock Split Proposal. The Company intends to ask the inspector of elections to perform a separate tabulation to determine if the Reverse Stock Split Proposal would have been approved and adopted if the Series AA Preferred Stock was excluded from the stock entitled to vote thereon. If the Series AA Preferred Stock was excluded from the stock entitled to vote on the Reverse Stock Split Proposal, this proposal would require approval by the affirmative vote of a majority of the voting power of all outstanding shares of our stock entitled to vote thereon, all voting together (the “Alternative Vote”). In performing the tabulation of the Alternative Vote, abstentions and broker non-votes would have the same effect as a vote against the Alternative Vote. If the Alternative Vote is favorable, then the Reverse Stock Split Proposal will be approved even without considering the votes cast by the holders of the Series AA Preferred Stock.