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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.
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
![](https://www.sec.gov/Archives/edgar/data/1499961/000110465923112240/tm2326627d2_ex5-1img001.jpg)
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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