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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported): October 27, 2023  

 

MULLEN AUTOMOTIVE INC.

_____________________________________________________________

(Exact name of registrant as specified in its charter)

 

Delaware 001-34887 86-3289406
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer Identification No.)

 

1405 Pioneer Street, Brea, California 92821

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

 

Registrant’s telephone number, including area code (714) 613-1900  
     

  

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 MULN The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

 

 

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. ☐

 

 

 

 

 

Item 8.01. Other Events.

 

On October 27, 2023, Mullen Automotive Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “Prospectus Supplement”) to its prospectus dated February 14, 2023, which was included in the registration statement on Form S-3 (Registration No. 333-269766) filed with the SEC on February 14, 2023. The Prospectus Supplement relates to the registration of 103,009,651 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) issuable or issued upon exercise of warrants issued to certain selling stockholders identified in the Prospectus Supplement in connection with the Company’s existing securities purchase agreement dated as of June 7, 2022 and amended on June 23, 2022, September 19, 2022, November 15, 2022, and April 3, 2023.

 

An opinion of the Company’s counsel, McDermott Will & Emery LLP, regarding the legality of the Common Stock covered by the Prospectus Supplement described above is filed as Exhibit 5.1 hereto.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
5.1   Opinion of McDermott Will & Emery LLP.
23.1   Consent of McDermott Will & Emery LLP (included in Exhibit 5.1).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

  MULLEN AUTOMOTIVE INC.
     
Date: October 27, 2023 By: /s/ David Michery
    David Michery
    Chief Executive Officer

  

 

 

 

 

 

 

Exhibit 5.1

 

 

October 27, 2023

 

Mullen Automotive Inc.

1405 Pioneer Street

Brea, California 92821

 

Re:       Prospectus Supplement to Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Mullen Automotive Inc., a Delaware corporation (the “Company”), in connection with the offering of up to 103,009,651 shares of its common stock, par value $0.001 per share (the “Common Stock”), to be sold by certain selling stockholders (the “Shares”) as described in the Prospectus (as defined below), pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-269766) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated October 27, 2023, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). The Registration Statement was filed with the Commission and became automatically effective on February 14, 2023.

 

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Company’s Amended and Restated Certificate of Incorporation, as amended and supplemented (the “Amended and Restated Certificate of Incorporation”); (ii) the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”); (iii) certain resolutions of the Board of Directors of the Company related to the filing of the Prospectus Supplement, the authorization and issuance of the Shares and related matters; (iv) the Registration Statement and all exhibits thereto; and (v) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. We have assumed that the number of shares of Common Stock, when combined with the number of authorized shares of Common Stock outstanding or otherwise reserved for issuance, be less than the number of shares of Common Stock authorized pursuant to the Amended and Restated Certificate of Incorporation. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials. 

 

We do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware.

  

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Shares have been duly authorized, validly issued, fully paid and non-assessable.

 

This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions expressed therein.

 

 

 

  

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Commission on or about October 27, 2023, which will be incorporated by reference in the Registration Statement. We hereby also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement, which is a part of the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

 

  Sincerely,
   
  /s/ McDermott Will & Emery LLP

  

 

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Oct. 27, 2023
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Document Type 8-K
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Entity File Number 001-34887
Entity Registrant Name MULLEN AUTOMOTIVE INC.
Entity Central Index Key 0001499961
Entity Tax Identification Number 86-3289406
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1405 Pioneer Street
Entity Address, City or Town Brea
Entity Address, State or Province CA
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Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol MULN
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