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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all the information you should consider before investing in our securities. You should read this entire prospectus, especially the risks of investing in our securities discussed under the heading “Risk Factors,” and our financial statements and related notes before making an investment decision. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to, the “Company”, “we”, “us”, “our”, “Mullen” and “MULN” refer to Mullen Automotive Inc., a Delaware corporation, and its consolidated subsidiaries. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

This prospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.

Our Company

We are a Southern California-based electric vehicle (“EV”) company that operates in various verticals of businesses focused within the automotive industry. We are currently building and delivering the newest generation of commercial trucks.

There is a significant transformation going on in the motor vehicle landscape. Electric vehicles are quickly becoming mainstream as all major original equipment manufacturers (“OEMs”) have announced billions of dollars of investments to quickly transform their entire product lines from gas powered to electric propulsion. We believe Mullen is at the forefront of this transformation leading the way in commercial trucks.

We entered the commercial truck business executing two opportunistic acquisitions in the fourth quarter of 2022. The first acquisition was Bollinger Motors, Inc. (“Bollinger Motors”). This provided Mullen entry into the medium duty truck classes 4-6, and the Sport Utility and Pick Up Truck EV segments. The second acquisition was of the assets of Electric Last Mile Solutions (“ELMS”), which included a manufacturing plant in Mishawaka, Indiana and all the intellectual property needed to engineer and build Class 1 and Class 3 electric vehicles. We believe that these two acquisitions give Mullen the most complete portfolio coverage in the commercial EV truck market from Class 1 to 6 where there is very little current competition and, in some segments, no other announced entries.

During 2023, we began to equip our second manufacturing plant located in Tunica, Mississippi to become our commercial manufacturing center. Tunica was commissioned with two lines to manufacture the Class 1 and 3 vehicles and began shipping Class 3 trucks in September 2023. Our approach for Class 1 and 3 commercial markets is to prioritize speed-to-market by leveraging other automotive OEMs engineering and tooling while devoting Mullen’s capital on customer and legal requirements for the vehicles to be sold in the North American market. This strategy has required lower capital investment requirements compared to other startup EV companies and an opportunity to gain market share before other entries arrive.

Our portfolio of commercial vehicles currently consists of the Mullen Class 1 Van, the Mullen Class 3, the Bollinger B4 Chassis Cab, and the Mullen I-GO. Our passenger EVs includes the Bollinger B1 SUV and the Bollinger B2 pickup truck.

As part of our strategy to increase our vertical integration of critical systems, in September 2023, we purchased the assets of Romeo Power for $3.5 million. This included battery production lines as well as a significant amount of inventory for pack production and the intellectual property to produce the Legions and Hermes battery systems. In November 2023, we announced a new high-energy facility in Fullerton, California, expanding our overall U.S. footprint, including EV battery development and production capabilities. This new Southern California facility is dedicated to producing next-generation American-made EV battery components, modules, and packs. When in production, we believe the in-house made Mullen battery packs will reduce reliance on third party suppliers and reduce supply chain risks in a very critical area of the vehicle.

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Private Placement of Notes and Warrants

On May 14, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”), with certain investors, pursuant to which upon the terms and subject to the conditions contained therein, the investors agreed to purchase an aggregate principal amount of $52.6 million of 5% Original Issue Discount Senior Secured Notes convertible into shares of Common Stock (the “Notes”) and five-year warrants exercisable for shares of Common Stock (the “Warrants”). Upon execution of the Securities Purchase Agreement, the investors purchased an initial aggregate principal amount of $13.2 million, or $12.5 million including the 5% original issue discount, of Notes (the “Initial Notes”), and also received Warrants exercisable, based on a cash exercise, for an aggregate of 47,934 shares of Common Stock (the “Initial Warrants”).

Pursuant to the Securities Purchase Agreement, after the purchase of the Initial Notes and the Initial Warrants, the investors were obligated to purchase an additional principal amount of $39.5 million, or $37.5 million including the 5% original issue discount, of Notes and related Warrants (the “Obligated Purchases”) if (i) the Company has sufficient authorized shares of Common Stock available to cover 250% of the shares of Common Stock underlying the conversion of the Notes and exercise of the Warrants, (ii) the Common Stock has average daily trading volume of $3 million in the previous 10 trading days, (iii) a registration statement covering the shares of Common Stock underlying the conversion of the Notes and exercise of the Warrants has been declared effective, (iv) the Company has obtained stockholder approval of the issuance of the Notes and Warrants in compliance with Nasdaq Listing Rule 5635(d), and (v) the Company is in compliance with the continued listing standards of The Nasdaq Capital Market (the “Funding Conditions”).

For a period beginning on May 14, 2024 and ending on the one year anniversary from the later of (i) the date registration statements registering the shares issuable upon conversion of all of the Notes and exercise of all the Warrants is declared effective or (ii) the date the Company has obtained stockholder approval for the transaction, the investors have the right, but not the obligation, to purchase an additional $52.6 million of 5% Original Issue Discount Senior Secured Convertible Notes and related Warrants on the same terms and conditions as provided in the Securities Purchase Agreement (the “Additional Investment Right”).

On July 8, 2024, as part of the Additional Investment Right, one investor exchanged 76,923 shares of Series E Preferred Stock for an initial aggregate principal amount of $3.2 million, or $3.0 million including the 5% original issue discount, of Notes and Warrants to purchase 115,042 shares of Common Stock (subject to adjustment) (the “July 8, 2024 Exchange”). On July 9, 2024, as part of the Obligated Purchases, investors purchased an additional initial aggregate principal amount of $10.5 million, or $10.0 million including the 5% original issue discount, of Notes and also received Warrants exercisable, based on a cash exercise, for an aggregate of 383,473 shares of Common Stock. On July 15, 2024, as part of the Obligated Purchases, investors purchased an additional initial aggregate principal amount of $29.0 million, or $27.5 million including the 5% original issue discount, of Notes and also received Warrants exercisable, based on a cash exercise, for an aggregate of 105,455 shares of Common Stock. On September 25 and 27 and October 2, 2024, pursuant to the Additional Investment Rights, the investors purchased an additional initial aggregate principal amount of approximately $13.2 million (or $12.5 million excluding the 5% original issue discount) of Notes and also received Warrants exercisable, based on a cash exercise, for an aggregate of 48,928 shares of Common Stock. As of November 1, 2024, there were outstanding approximately $20.3 million aggregate principal amount and accumulated interest of Notes, convertible into an aggregate of 10,009,400 shares of Common Stock, and Warrants exercisable, based on a cash exercise, for an aggregate of 166,767 shares of Common Stock.

The Notes accrue interest at a rate of 15% per annum, have an original issue discount of 5% and mature four months from the date of issuance. As security for payment of the amounts due and payable under the Notes, the Company granted a continuing security interest in all of its right, title and interest in, its assets, whether owned, existing, acquired or arising and wherever located. The outstanding principal and accrued but unpaid interest on the Notes may be converted by the holder into shares of Common Stock (the “Note Shares”) at the lower of (i) $549.00, (ii) 95% of the closing sale price of the Common Stock on the date that the Initial Registration Statement (defined below) is declared effective, or (iii) 95% of the lowest daily volume weighted average price in the five trading days prior to such conversion date, provided, that the conversion price will not be less than $1.16 per share, not subject to adjustment.

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In connection with the issuance of the Notes, the holders also received 5-year warrants exercisable for 200% of the shares of Common Stock underlying such Notes at an exercise price equal to 105% of closing sale price of the Common Stock on execution date, subject to further adjustment (the “Warrant Shares”). The Warrants may be exercised for cash or on a cashless basis based upon a predefined Black Scholes Value. In the event that the Company has met certain conditions, including the Funding Conditions, and the stock has increased 250% from the then-conversion price of the Notes for 10 consecutive days, the Company will be entitled to require the holders to exercise the Warrants for cash.

The Notes and Warrants are not convertible by a holder to the extent that the holder or any of its affiliates would beneficially own in excess of 9.9% of the Common Stock.

The Company and the Selling Stockholders executed a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement within five days following the closing of the Securities Purchase Agreement. Such registration statement registered for resale, by the selling stockholders listed therein, up to 200,000 shares of Common Stock issuable upon exercise of the Initial Notes and the Initial Warrants, and was declared effective on May 29, 2024 (the “Initial Registration Statement”). Subsequently, the Company filed additional registration statements that registered for resale, by the selling stockholders listed therein, up to 850,000 and 3,500,000 shares of Common Stock issuable upon exercise of Notes and Warrants, which were declared effective on August 2, 2024 and September 13, 2024, respectively. In the event that (i) sales cannot be made pursuant to the registration statement or the prospectus contained therein is not properly available for any reason for more than five consecutive calendar days or more than an aggregate of 10 calendar days during any 12-month period or (ii) a registration statement is not effective for any reason or the prospectus contained therein is not properly available for use for any reason, and the Company fails to file with the SEC any required reports under the Exchange Act, then the Company has agreed (unless the Registrable Securities are freely tradable pursuant to Rule 144) to make payments to each investor as liquidated damages in an amount equal to 1.5% of such investor’s total committed purchase price for the registrable securities affected by such failure and an additional 1.5% on every 30 day anniversary, with a maximum of 12 payments (except with respect to clause (ii). Such payments will bear interest at the rate of 10% per month (prorated for partial months) until paid in full and may be paid in shares of Common Stock at the option of the Company.

Recent Developments

On August 23, 2024, the Company entered into a Purchase Agreement (the “Agreement”) with VoltiE Group and Volt Mobility Holding Ltd. (“Volt Mobility”) pursuant to which the Company will provide Volt Mobility with commercial electric vehicles (“EVs”), specifically, Class 1 and Class 3 Mullen vehicles and, upon U.S. certification and launch, Bollinger Class 4 vehicles, and chargers at preferred wholesale pricing for the United Arab Emirates (“UAE”) region as its exclusive representative. Volt Mobility, as the Company exclusive representative, will have the ability to set up respective dealers and distributors and service partners throughout the region. Volt Mobility committed to purchase 3,000 Class 3 commercial EVs with an initial deposit of $3.0 million for initial orders of 300 units within 60 days of execution and the balance of 2,700 units in calendar year 2025. As of the date of this prospectus, Volt Mobility has not yet made the deposit nor placed the initial orders. The Company also agreed that it will coordinate with Volt Mobility to set up a fully operational service center in the UAE. In the event of default by any party with respect to any material term and upon 30-day notice, any party may terminate the Agreement in part or in its entirety without any further notice. The Agreement has a term of 16 months and will automatically renew for an additional 12 months unless notice is provided otherwise.

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On October 24, 2024, Bollinger Motors issued to Robert Bollinger (the “Lender”) an Amended and Restated Secured Promissory Note (the “Bollinger Note”) for a principal amount of $10.0 million. The Bollinger Note amends and restates a $5.0 million Secured Promissory Note issued by Bollinger Motors to the Lender on October 22, 2024. The Bollinger Note is intended to provide additional capital for Bollinger Motors production and sale of the B4, Class 4 EV truck. The Bollinger Note bears interest at a rate of 15% per annum and has a maturity date of October 30, 2026. An initial interest-only payment is due on November 29, 2024, and then on the first day of each month starting January 1, 2025, based on a payment schedule. The Bollinger Note is secured by the assets of Bollinger Motors, excluding inventory and certain intellectual property. Upon an event of default, such as a failure to pay when due, a breach of any representation, warranty or covenant, bankruptcy, a material adverse change, or any other material breach of the Bollinger Note, the principal amount of the Bollinger Note, together with all accrued interest, will become immediately due and payable. The Bollinger Note contains customary representations, warranties and covenants, including among other things and subject to certain exceptions, covenants that restrict Bollinger Motors from incurring additional indebtedness or allowing any encumbrance with respect to the collateral for the Bollinger Note, other than certain permitted debt and liens (as described in the Bollinger Note), disposing of any collateral and selling all or substantially all of the assets or voting securities of Bollinger Motors.

In October 2024, the Company announced that it will reduce overall spend by executing a 20% reduction in headcount across the Company’s operations, eliminate its passenger vehicle programs, and conduct facility consolidations through termination of property leases and subleasing of non-critical property. Mullen continues to focus on overall near term commercial revenue generation while streamlining operational efficiencies.

On May 21, 2024, the Company entered into the Equity Line of Credit (“ELOC”) Purchase Agreement (the “Purchase Agreement”) with Esousa LLC (the “Investor”), pursuant to which the Investor agreed to purchase from the Company, at the Company’s direction from time to time, in its sole discretion, from and after July 5, 2024, and until the earlier of (i) the 36-month anniversary of the Commencement Date of July 16, 2024, or (ii) the termination of the ELOC Purchase Agreement in accordance with the terms thereof, shares of Common Stock, having a total maximum aggregate purchase price of $150,000,000, upon the terms and subject to the conditions and limitations set forth below. In connection with the ELOC Purchase Agreement, the Company also entered into a registration rights agreement, pursuant to which the Company agreed to file a registration statement and any additional registration statements, with the SEC covering the resale of the shares of the Company’s common stock issued to Investor pursuant to the ELOC Purchase Agreement. In August and September 2024, the Company issued 247,934 shares of Common Stock to Esousa as commitment shares and on October 23, 2023, the Company issued 502,066 shares of Common Stock with proceeds of approximately $1.1 million pursuant to the terms of the ELOC Purchase Agreement. The Company can continue to access the ELOC if it files another registration statement with the SEC.

Reverse Stock Split

Effective September 17, 2024, the Company implemented a reverse stock split at a ratio of 1-for-100 shares (the “September 2024 Reverse Stock Split”). The September 2024 Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock nor modify any voting rights of the Common Stock. No fractional shares were issued in connection with the September 2024 Reverse Stock Split and each fractional share resulting from the September 2024 Reverse Stock Split were rounded up to the next whole share.

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All historical share and per share amounts reflected throughout this prospectus have been adjusted to reflect the September 2024 Reverse Stock Split. However, our periodic and current reports, and all other documents that were filed prior to September 17, 2024 do not give effect to the September 2024 Reverse Stock Split. The following table presents selected share information reflecting on a retroactive basis the reverse stock splits for the periods provided below. The following selected share information has been derived from our audited financial statements for the year ended September 30, 2023 included in this prospectus and our unaudited financial statements included in our Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2023, March 31, 2024 and June 30, 2024, filed with the SEC on February 13, 2024, May 14, 2024 and August 12, 2024. Our historical results are not indicative of the results that may be expected in the future, and results of interim periods are not indicative of the results for the entire year.

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Implications of Being a Smaller Reporting Company

We are a “smaller reporting company,” meaning that the market value of our Common Stock held by non-affiliates is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Corporate Information

The Company was originally formed on April 20, 2010, as a developer and manufacturer of electric vehicle technology. On November 5, 2021, the Company completed a reverse merger transaction with Net Element, Inc., which changed its name to “Mullen Automotive Inc.” Our subsidiaries are Mullen Investment Properties LLC, a Mississippi corporation, Ottava Automotive, Inc., a California corporation, Mullen Real Estate, LLC, a Delaware corporation, as well as a 60%-owned subsidiary Bollinger Motors Inc., a Delaware corporation.

Our principal executive offices are located at 1405 Pioneer Street, Brea, California 92821. The telephone number of our principal executive offices is (714) 613-1900. Our website address is http://www.mullensua.com. None of the information on our website or any other website identified herein is part of this prospectus or the registration statement of which it forms a part.

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THE OFFERING

We are registering for resale by the Selling Stockholders named herein the 30,000,000 shares of our Common Stock as described below.

The number of shares of Common Stock is based on shares of Common Stock outstanding as of November 1, 2024 and excludes, as of that date, the following:

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