UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
MULLEN
AUTOMOTIVE INC.
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(Name of Issuer)
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Common Stock, $0.001 par value
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(Title of Class of Securities)
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November 5, 2021
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(Date of Event Which Requires Filing of This Statement)
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Check the Appropriate box to designate the rule
pursuant to which this schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨
Rule 13d-1(d)
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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1
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NAME OF REPORTING PERSONS
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Acuitas Group Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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5
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SOLE VOTING POWER
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NUMBER OF
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11,363,838(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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11,363,838(1)
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,363,838(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.99%(2)
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12
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TYPE OF REPORTING PERSON*
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OO
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(1) Represents (i) 2,703,015 shares of common
stock issuable upon conversion of 2,703,015 shares of Series C Preferred Stock currently owned, (ii) 7,913,714 shares of common stock
issuable upon exercise of warrants currently owned, and (iii) 747,109 shares of common stock issuable upon conversion of 747,109 shares
of Series C Preferred Stock that we have the right to purchase until November 5, 2022.
(2) Based upon 23,383,202 shares of common stock
issued and outstanding on December 27, 2021 as disclosed in the Quarterly Report on Form 10-K/A
filed by the Company with the SEC on January 10, 2022 (the “Form 10-K/A”). As more fully described in Item 4, the Series
C Preferred Stock and Warrants are subject to a 9.99% beneficial ownership maximum, and the percentage set forth in row (11) gives effect
to such beneficial ownership maximum. However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show
the number of Common Stock that would be issuable upon full conversion or exercise of such reported securities and do not give effect
to such beneficial ownership maximum. Therefore, the actual number of Common Stock beneficially owned by such Reporting Person, after
giving effect to such beneficial ownership maximum, is less than the number of securities reported in rows (5), (7) and (9).
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1
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NAME OF REPORTING PERSONS
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Terren S. Peizer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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5
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SOLE VOTING POWER
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NUMBER OF
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11,363,838(1)
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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11,363,838(1)
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,363,838(1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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9.99%(2)
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12
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TYPE OF REPORTING PERSON*
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IN
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(1) Represents (i) 2,703,015 shares of common
stock issuable upon conversion of 2,703,015 shares of Series C Preferred Stock currently owned, (ii) 7,913,714 shares of common stock
issuable upon exercise of warrants currently owned, and (iii) 747,109 shares of common stock issuable upon conversion of 747,109 shares
of Series C Preferred Stock that we have the right to purchase until November 5, 2022.
(2) Based upon 23,383,202 shares of common stock
issued and outstanding on December 27, 2021 as disclosed in the Quarterly Report on Form 10-K/A
filed by the Company with the SEC on January 10, 2022 (the “Form 10-K/A”). As more fully described in Item 4, the Series
C Preferred Stock and Warrants are subject to a 9.99% beneficial ownership maximum, and the percentage set forth in row (11) gives effect
to such beneficial ownership maximum. However, as more fully described in Item 4, the securities reported in rows (5), (7) and (9) show
the number of Common Stock that would be issuable upon full conversion or exercise of such reported securities and do not give effect
to such beneficial ownership maximum. Therefore, the actual number of Common Stock beneficially owned by such Reporting Person, after
giving effect to such beneficial ownership maximum, is less than the number of securities reported in rows (5), (7) and (9).
Item 1 (a). Name of
Issuer:
Mullen Automotive Inc.
Item 1 (b). Address
of Issuer's Principal Executive Offices:
c/o Mullen Automotive Inc.
1405 Pioneer Street
Brea, California 92821
Item 2 (a). Name of
Person Filing:
This statement
is filed by Acuitas Group Holdings, LLC and Terren S. Peizer collectively, the “Reporting Persons”).
Item 2 (b). Address
of Principal Business Office or, if None, Residence:
c/o Acuitas Group Holdings, LLC
2120 Colorado Avenue, #230
Santa Monica, California 90404
Item 2 (c). Citizenship:
The Acuitas Group Holdings, LLC
is a California limited liability company. Mr. Peizer is a U.S. citizen.
Item 2 (d). Title of
Class of Securities:
Common Stock, $0.001 par value per share.
Item 2 (e). CUSIP Number:
62526P109
Item 3. If this statement is filed
pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ¨ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ¨ Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) ¨ An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨ A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3):
(j) ¨ A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: __
Item 4. Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of securities identified in Item 1.
(a), (b), and
(c):
The information as of the date hereof required
by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein
by reference. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 23,383,202 shares of common stock
issued and outstanding on December 27, 2021 and assumes the issuance of shares of Common
Stock upon full conversion of the Company’s Series C Preferred Stock held by the Reporting Persons and full exercise of the warrants
(the “Warrants”) each subject to the Beneficial Ownership Maximum (as defined below).
Pursuant to the terms of the Company’s Amended
and Restated Certificate of Incorporation and the Warrants, the Company cannot issue Common Stock to the Reporting Persons, and the Reporting
Persons cannot convert shares of Series C Preferred Stock or exercise the Warrants, to the extent that the Reporting Persons would beneficially
own, after any such issuance or exercise, more than 9.99% of the then issued and outstanding Common Stock (the “Beneficial Ownership
Maximum”), and the percentage set forth in Row 11 of the cover page gives effect to the Beneficial Ownership Maximum. Consequently,
due to the Beneficial Ownership Maximum, as of the date of the event which requires filing of this statement, the Reporting Person could
not convert all of the Series C Preferred Stock and could not exercise all of the Warrants.
Item 5. Ownership
of Five Percent or Less of a Class.
N/A
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
N/A
Item 8. Identification
and Classification of Members of the Group.
N/A
Item 9. Notice
of Dissolution of Group.
N/A
Item 10. Certification.
N/A
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
January 25, 2022
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ACUITAS GROUP HOLDINGS, LLC
|
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Chairman
|
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/s/ Terren S. Peizer
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Terren S. Peizer
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EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and Exchange
Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned
of the securities of Mullen Automotive Inc. until such time as the undersigned file with the SEC a statement terminating this Agreement
Regarding Joint Filing of Statement on Schedule 13D or 13G.
January 25, 2022
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ACUITAS GROUP HOLDINGS, LLC
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By:
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/s/ Terren S. Peizer
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Terren S. Peizer, Chairman
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/s/ Terren S. Peizer
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Terren S. Peizer
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