MULN Mullen Automotive Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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MULLEN AUTOMOTIVE INC.

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(Exact name of registrant as specified in its charter)

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1405 Pioneer Street, Brea, California 92821

(Address, including zip code, of principal executive offices)

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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

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Item 2.02. Results of Operations and Financial Condition.

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On February 13, 2024, Mullen Automotive Inc. (the “Company”) issued a press release announcing financial results for the quarter ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

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The information included in this Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

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Item 7.01.    Regulation FD Disclosure.

On February 13, 2024, the Company issued a press release updating the original press release issued on February 13, 2024 under the headline “Mullen Reports Strongest Fiscal Quarter in Company’s History for Three Months Ended Dec. 31, 2023”correcting the Consolidated Statement of Cash Flows (unaudited) for the three months ended Dec. 31, 2022 to include in Deferred income taxes of $493,654, which accordingly changed Non-cash adjustments, Net cash used in operating activities and change in cash for the same period. There is also an immaterial correction under Supplemental Disclosure for Non-Cash Activities for Exercise of warrants recognized earlier as liabilities for the three months ended Dec. 31, 2023 and removal of Right-of-use assets obtained in exchange of operating lease liabilities for the three months ended Dec. 31, 2022.  There were no other changes to the press release and results reported for the first quarter of 2024 remain the same, including stockholder’s equity and liquidity. A copy of the press release as corrected is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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The information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall this item and Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such future filing.

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Item 9.01 Exhibits.

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(d)            Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 99.1

Correction to Mullen Press Release

Mullen Automotive Inc. (NASDAQ: MULN), is updating its press release with certain corrections as described further below. There are no changes to the financial results for the three months ended Dec. 31, 2023. The prior press release as corrected is set forth in its entirety below.

Mullen Reports Strongest Fiscal Quarter in Company’s History for Three Months Ended Dec. 31, 2023

Company reports financial results and current business update

Stockholders’ equity $271,814,097.00 as of December 31, 2023

BREA, Calif., Feb. 13, 2024 -- via IBN -- Mullen Automotive Inc. (NASDAQ: MULN), an emerging electric vehicle (“EV”) manufacturer, today announces financial results for the three months ended Dec. 31, 2023, and a business update.

Commenting on the results for the three months ended Dec. 31, 2023, and recent Company developments, CEO and chairman David Michery stated, “We are coming off our strongest quarter to date for vehicle production and deliveries. For the three months ended Dec. 31, 2023, the Company delivered 231 vehicles. For the 12 months ended Sept. 30, 2023, the Company delivered a total of 35 vehicles. Our pivot to focus on commercial EVs last year was a strategic move and has been paying off as we continue to see increased demand across our CAMPUS, Class 1 and Class 3 EVs and PowerUP charging trucks.

Our net loss attributable to common stockholders after preferred dividends was REDUCED from $376.9 million for the three-month period ended Dec. 31, 2022, to $61.4 million for the three-month period ended Dec. 31, 2023.

Michery continued, “At our Tunica plant, we continue to increase our vehicle production capacity with two vehicle lines running concurrently for both Class 1 and Class 3 vehicle assembly. Since starting production, we have invoiced for 396 vehicles, totaling $17.3 million. We now have CARB certification for both our Class 1 EV cargo van and Class 3 EV truck, enabling sales in all 50 states across the U.S.

In Fullerton, California, we continued to make progress at our battery module and pack development facility with focus on reducing our reliance on foreign battery components.

In closing, we continue to make strong progress and advancement across the commercial vehicle segment and entire EV industry overall.”

Correction to Press Release

Exhibit 99.1

This press release has been corrected to include Deferred income taxes of $493,654 in the Consolidated Statement of Cash Flows (unaudited) for the three months ended Dec. 31, 2022, which accordingly changed Non-cash adjustments, Net cash used in operating activities and change in cash for the same period. There is also an immaterial correction under Supplemental Disclosure for Non-Cash Activities for Exercise of warrants recognized earlier as liabilities for the three months ended Dec. 31, 2023 and removal of Right-of-use assets obtained in exchange of operating lease liabilities for the three months ended Dec. 31, 2022. There were no other changes to the press release and results reported for the first quarter of 2024 remain the same, including stockholder’s equity and liquidity. A corrected form of the Consolidated Statement of Cash Flows (unaudited) is included in this release.

Recent Highlights Include:

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Mullen Class 1 and 3 Commercial Vehicles

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Bollinger Motors - Oak Park, Michigan

Class 4 – 6 Commercial Vehicles | Bollinger B1 SUV and B2 Pick Up Truck

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Mullen Consumer Vehicle Program - Irvine, California

Mullen FIVE EV Crossover Program

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Mullen-GO(TM)

Mullen’s micro urban commercial delivery vehicle, the Mullen-GO(TM) (“Mullen-GO”), is designed to bridge the gap between the growing demand for quick deliveries and space constraints in dense cities throughout Europe.

Fullerton Battery Tech Assembly Facility

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Solid-State Polymer Battery Pack Update

Financial Results – Three Months Ended Dec. 31, 2023

The net loss attributable to common stockholders after preferred dividends was approximately $61.4 million, or $15.32 net loss per share, for the three months ended Dec. 31, 2023, as compared to a net loss attributable to common stockholders after preferred dividends of approximately $376.9 million, or $6,233.08 loss per share, for the three months ended Dec. 31, 2022. Share counts were adjusted retroactively for reverse stock splits effectuated during calendar year ended Dec. 31, 2023.

For the quarter ended Dec. 31, 2023, we delivered to a dealer 231 vehicles valued at $11.9 million. The Company has deferred the revenue and accounts receivable recognition on the $11.9 million invoiced until paid and the return provision on the vehicles are nullified by the dealer’s sale of vehicle to the end user.

During January 2024, we delivered an additional 130 (“UD1”) vehicles valued at $4.4 million. Revenue and accounts receivable were similarly deferred until paid and the dealer’s return provisions expire.

Through Jan. 31, 2024, the Company has deferred revenue and accounts receivable recognition, pending remaining payment due and return provision expiration, on 371 vehicles valued at $16.9 million as follows:

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(dollars in thousands)

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Invoiced for the year ended September 30, 2023

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Invoiced for the quarter ended December 31, 2023

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Invoiced in January 2024

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The total cash spend (sum of operating and investing activities) for the three months ended Dec. 31, 2023 and 2022, was $66.8 million and $127.0 million, respectively.

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The detail of non-cash adjustments to Statements of Operations for quarters ended Dec. 31, 2023 and 2022 are as follows:

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Adjustments to reconcile net loss to net cash used in operating activities:

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We invested an additional $19.2 million and $2.0 million in working capital during the three months ended Dec. 31, 2023 and 2022, respectively. The Company invested $13.9 million for inventory for the three months ended Dec. 31, 2023. Details of changes in working capital are as follows:

Changes in operating assets and liabilities:

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Turning to our balance sheets and liquidity, we had $47.1 million and $58.5 million of working capital at Dec. 31, 2023, and Sept. 30, 2023, respectively. We had total cash of $88.9 million at Dec. 31, 2023, versus $155.7 million at Sept. 30, 2023. The Company expects to close on its $32 million loan in February 2024, increasing usable capital for vehicle production.

Current notes payables were $7.6 million and $7.5 million on Dec. 31, 2023, and Sept. 30, 2023, respectively.  Subsequent to Dec. 31, 2023, we paid off $5.0 million in current notes payable that was secured by a mortgage on our Tunica, Mississippi facility.  

Total stockholders’ equity remained relatively flat at $271.8 million for Dec. 31, 2023, versus $272.8 million for Sept. 30, 2023.

Following are our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows for the quarters ended Dec. 31, 2023 and 2022.

MULLEN AUTOMOTIVE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

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(*) Adjusted retroactively for reverse stock splits

MULLEN AUTOMOTIVE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

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MULLEN AUTOMOTIVE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

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About Mullen

Mullen Automotive (NASDAQ: MULN) is a Southern California-based automotive company building the next generation of electric vehicles (“EVs”) that will be manufactured in its two United States-based assembly plants. Mullen's EV development portfolio includes the Mullen FIVE EV Crossover, Mullen-GO Commercial Urban

Delivery EV, Mullen Commercial Class 1-3 EVs and Bollinger Motors, which features both the B1 and B2 electric SUV trucks and Class 4-6 commercial offerings. During 2022, Bollinger Motors became a majority-owned EV truck company of Mullen Automotive, and on Dec. 1, 2022, Mullen closed on the acquisition of all of Electric Last Mile Solutions' (“ELMS”) assets, including all IP and a 650,000-square-foot plant in Mishawaka, Indiana.

To learn more about the Company, visit www.MullenUSA.com.

Forward-Looking Statements

Certain statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential" and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Mullen and are difficult to predict. Examples of such risks and uncertainties include but are not limited to (i) whether increased demand across CAMPUS, Class 1 and Class 3 EVs and PowerUP charging trucks will continue; (ii) whether Mullen will achieve its battery module and pack development objectives, including the timing and anticipated range increases for the development of the solid-state battery packs; (iii) whether the Company will regain full Nasdaq compliance as expected; (iv) the outcome of Mullen Advanced Energy’s pre-application to the U.S. Department of Energy Advanced Technology Vehicles Manufacturing Loan Program; (v) the timing and outcome of the Mullen and RRDS final Ruling Request Application regarding its Class 1 EV cargo van; (vi) the timing and outcome of Bollinger B4 production and deliveries; (vii) whether the projected timelines for the development and production of the high-performance Mullen FIVE RS limited-edition will be realized; (viii) whether the Mullen-GO will prove successful; (vix) the timing of manufacturing, production and availability of Mullen vehicles to customers, including future vehicle production capacity for the Class 1 Class 3 and B4, Class 4 vehicles, and timely completion and launch of Mullen FIVE RS in the European market;; (x) Mullen’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (xi) Mullen's ability to maintain existing, and secure additional, contracts with manufacturers, parts and other service providers relating to its business; (xii) Mullen’s ability to successfully expand in existing markets and enter new markets; (xiii) Mullen’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (xiv) unanticipated operating costs, transaction costs and actual or contingent liabilities; (xv) the ability to attract and retain qualified employees and key personnel; (xvi) adverse effects of increased competition on Mullen’s business; (xvii) changes in government licensing and regulation that may adversely affect Mullen’s business; (xviii) the risk that changes in consumer behavior could adversely affect Mullen’s business; (xix) Mullen’s ability to protect its intellectual property; and (xx) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Mullen with the Securities and Exchange Commission. Mullen anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Mullen assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Mullen’s plans and expectations as of any subsequent date.

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Contact:

Mullen Automotive Inc.

+1 (714) 613-1900

www.MullenUSA.com

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Corporate Communications:

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