MULLEN AUTOMOTIVE INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)


Clause 1.01 Entering into a Material Definitive Agreement

On September 19, 2022, Mullen Automotive Inc. (the “Company”) has signed Amendment No. 2 (“Amendment No. 2”) to the existing Securities Purchase Agreement dated June 7, 2022 and changed on June 23, 2022 (the “Securities Purchase Agreement”), the terms of which, including the terms of the Series D Preferred Stock, are par $0.001 per share (the “Series D Preferred Stock”), were previously disclosed in the Company’s most recent report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2022. Amendment No. 2 amends the Securities Purchase Agreement to provide: (A) Next September 19, 2022the investors will advance the Company part of the purchase price (as defined in the securities purchase agreement). $35,000,000, which will be deemed to have been exercised by the Company as an option to issue and sell to investors that number of shares of Series D Preferred Stock equal to that portion of the purchase price (the “Initial Purchase”); (B) that the purchase price per share of the Series D Preferred Stock for the initial purchase is the lower of (i) $1.27 or (ii) the closing price of the Common Shares on the Dealing Day immediately following the date on which the Registration Statement registering the Common Shares issued upon the conversion of the Series D Preferred Stock becomes effective; (C) for each Series D Preferred Share purchased by an investor in the initial purchase, such investor will receive, for no additional consideration, warrants exercisable for 185% of the common stock at an exercise price which is the lower of (i) $1.27 or (ii) the closing price of the Common Shares on the Dealing Day immediately following the date on which the Registration Statement registering the Common Shares issued upon the conversion of the Series D Preferred Stock becomes effective; and (D) the investors purchase such additional Series D Preferred Stock and pay the remainder of the purchase price to the Company November 3, 2022.

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Pursuant to the terms of the securities purchase agreement, as amended, the Company has issued to investors 79,926,925 Series D Preferred Stock and warrants for 147,864,810 Common Shares.

The foregoing description of the change is qualified in its entirety by reference to the change, a copy of which is attached as Exhibit 10.1 to this current Report on Form 8-K and is incorporated by reference into this Item 1.01.

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Section 3.03 Material Change in Rights of Securityholders.

On September 19, 2022the Company filed the Certificate of Determination of Preferences, Rights and Restrictions on Series D Convertible Preferred Stock (the “Determination Name”) with the Secretary of State of the State of Delaware. The Designation Certificate contemplates the issuance of up to 87,500,001 Series D Preferred Stock. For a discussion of the terms of the Series D Preferred Stock, please see the disclosure entitled “Description of Series D Preferred Stock” in Item 1.01 of the Company’s most recent report on Form 8-K filed with Securities and Exchange Commission on June 10, 2022which we include by reference in this point 3.03.

The foregoing Summary of Designation Certificates is not intended to be exhaustive and is governed in its entirety by the document attached as Exhibit 3.1 of this current Report on Form 8-K and incorporated herein by reference.

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Section 5.03 Amendments to the Articles of Incorporation or Rules of Procedure; change in fiscal

          Year



The information disclosed in Item 3.03 of this current report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01. Financial statements and appendices




(d) Exhibits.



Exhibit
No.        Description
  3.1        Certificate of Designation of Preferences, Rights and Limitations of
           Series D Convertible Preferred Stock (incorporated by reference to
           Exhibit 4.1(c) to the Company's Registration Statement on Form S-3 filed
           with the SEC on September 19, 2022).
  10.1       Amendment No. 2 dated September 19, 2022 to Securities Purchase
           Agreement dated June 7, 2022 (incorporated by reference to Exhibit 99.3
           to the Company's Registration Statement on Form S-3 filed with the SEC
           on September 19, 2022).
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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