~~MULLEN AUTOMOTIVE INC.~~

~~QUARTERLY REPORT ON FORM 10-Q~~

TABLE OF CONTENTS


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:	23

	Consolidated Condensed ~~Consolidated~~ Balance Sheets as of December 31, ~~2022~~2023 (unaudited) and September 30, ~~2022~~	2

	~~Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended December 31, 2022 and 2021 (unaudited)~~2023	3

	Consolidated Condensed ~~Consolidated~~ Statements of ~~Stockholders Equity (Deficit)~~Operations and Comprehensive Loss for the three months ended December 31, ~~2022~~2023 and ~~2021~~2022 (unaudited)	45

	Consolidated Condensed ~~Consolidated~~ Statements of ~~Cash Flows~~Stockholders Equity (Deficit) for the three months ended December 31, ~~2022~~2023 and ~~2021~~2022 (unaudited)	6

	Consolidated Condensed Statements of Cash Flows for the three months ended December 31, 2023 and 2022 (unaudited)	7

	Notes to Unaudited Consolidated Condensed ~~Consolidated~~ Financial Statements	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3445

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4051

Item 4.	Controls and Procedures	4051

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	4254

Item 1A.	Risk Factors	4254

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4254

Item 3.	Defaults Upon Senior Securities	4254

Item 4.	Mine Safety Disclosures	4254

Item 5.	Other Information	4254

Item 6.	Exhibits	4355

SIGNATURES		4456

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MULLEN AUTOMOTIVE INC.

CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ BALANCE SHEETS

(in USD, except per share data)

(unaudited)


	December 31, 2023		September 30, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	81,512,264	$	155,267,098
Restricted cash		7,426,972		429,372
Accounts receivable		—		671,750
Inventory		30,719,529		16,807,013
Prepaid expenses and prepaid inventories		23,863,455		24,955,223
TOTAL CURRENT ASSETS		143,522,220		198,130,456
Property, plant, and equipment, net		86,916,241		82,032,785
Intangible assets, net		103,569,927		104,235,249
Related party receivable		2,733,998		2,250,489
Right-of-use assets		13,400,598		5,249,417
Goodwill, net		28,846,832		28,846,832
Other non-current assets		2,186,704		960,502
TOTAL ASSETS	$	381,176,520	$	421,705,730

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	15,458,604	$	13,175,504
Accrued expenses and other current liabilities		38,166,937		41,201,929
Dividends payable		423,163		401,859
Derivative liabilities		20,714,620		64,863,309
Liability to issue shares		11,489,068		9,935,950
Lease liabilities, current portion		2,137,882		2,134,494
Notes payable, current portion		7,622,156		7,461,492
Refundable deposits		426,972		429,372
Other current liabilities		—		7,000
TOTAL CURRENT LIABILITIES		96,439,402		139,610,909
Liability to issue shares, net of current portion		1,527,153		1,827,889
Lease liabilities, net of current portion		9,230,806		3,566,922
Deferred tax liability		2,165,062		3,891,900
TOTAL LIABILITIES	$	109,362,423	$	148,897,620
Commitments and Contingencies (Note 19)

STOCKHOLDERS' EQUITY
Preferred stock; $0.001 par value; 500,000,000 preferred shares authorized;
Preferred Series D; 437,500,001 shares authorized; 363,097 and 363,097 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively (preference in liquidation of $159,000 and $159,000 at December 31, 2023 and September 30, 2023, respectively)		363		363
Preferred Series C; 40,000,000 shares authorized; 1,211,757 and 1,211,757 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively (preference in liquidation of $10,696,895 and $10,696,895 at December 31, 2023 and September 30, 2023, respectively)		1,212		1,212
Preferred Series A; 200,000 shares authorized; 648 and 648 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively (preference in liquidation of $836		1		1

Table of Contents

December 31, 2022

September 30, 2022

ASSETS





CURRENT ASSETS





Cash and cash equivalents

$
68,071,635

$
54,085,685

Restricted cash

39,357,576

30,289,400

Receivable for over issuance of shares

17,909,254

—

Inventory

6,958,158

—

Prepaid expenses and other current assets

3,260,726

1,958,759

TOTAL CURRENT ASSETS

135,557,349

86,333,844

Property, equipment and leasehold improvements, net

89,796,658

14,803,716

Intangible assets, net

113,377,931

93,947,018

Deposit on ELMS purchase

—

5,500,000

Accounts receivable from related party

1,232,387

1,232,387

Right-of-use assets

4,763,589

4,597,052

Goodwill

92,834,832

92,834,832

Other assets

3,389,293

3,345,631

TOTAL ASSETS

$
440,952,039

$
302,594,479

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)





CURRENT LIABILITIES





Accounts payable

$
14,123,277

$
6,398,425

Accrued expenses and other current liabilities

6,225,969

7,185,881

Dividends payable

8,400,933

7,762,255

Derivative liabilities

261,480,084

84,799,179

Liability to issue shares

11,599,598

10,710,000

Lease liabilities, current portion

1,696,626

1,428,474

Notes payable, current portion

93,837,257

3,856,497

Other current liabilities

103,372

90,372

TOTAL CURRENT LIABILITIES

397,467,116

122,231,083

Notes payable, net of current portion

4,890,475

5,164,552

Lease liabilities, net of current portion

3,381,024

3,359,354

Deferred tax liability

14,463,705

14,882,782

TOTAL LIABILITIES

420,202,320

145,637,771

Commitments and contingencies (Note 17)





STOCKHOLDERS' EQUITY





Preferred stock, $0.001 par value, 500,000,000 preferred shares authorized

Preferred Series A; 200,000 shares authorized; 1,924 and 1,924 shares issued and outstanding at December 31, 2022 and September 30, 2022 respectively.

2

2

Preferred Series C; 40,000,000 shares authorized; 1,210,056 and 1,360,321 shares issued and outstanding at December 31, 2022 and September 30, 2022 respectively.

1,210

1,360

Preferred Series D; 437,500,001 shares authorized; 363,098 and 4,359,652 shares issued and outstanding at December 31, 2022 and September 30, 2022 respectively.

363

4,359

Preferred Series AA; 1 share authorized; 1 and zero shares issued and outstanding at December 31, 2022 and September 30, 2022 respectively.

—

—

Common Stock; $0.001 par value; 1,750,000,000 shares authorized; 1,693,663,180 and 833,468,180 shares issued and outstanding at December 31, 2022 and September 30, 2022 respectively.

1,693,663

833,468

Additional Paid-in Capital

1,189,162,862

947,765,155

Accumulated Deficit

(1,266,183,241)

(889,907,455)

Non-controlling interest

96,074,860

98,259,819

TOTAL STOCKHOLDERS' EQUITY

20,749,719

156,956,708

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$
440,952,039

$
302,594,479

and $836 at December 31, 2023 and September 30, 2023, respectively)
Common stock; $0.001 par value; 5,000,000,000 and 5,000,000,000 shares authorized at December 31, 2023 and September 30, 2023, respectively; 5,884,691 and 2,871,707 shares issued and outstanding at December 31, 2023 and September 30, 2023 respectively (*)		5,885		2,872
Additional paid-in capital (*)		2,134,106,479		2,071,110,126
Accumulated deficit		(1,923,556,935)		(1,862,162,037)
TOTAL STOCKHOLDERS' EQUITY ATTRIBUTABLE TO THE COMPANY'S STOCKHOLDERS		210,557,005		208,952,537
Noncontrolling interest		61,257,092		63,855,573
TOTAL STOCKHOLDERS' EQUITY		271,814,097		272,808,110
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	381,176,520	$	421,705,730
(*) Adjusted retroactively for reverse stock splits, see Note 1

~~See~~

The accompanying notes toare an integral part of these unaudited consolidated condensed ~~consolidated~~ financial statements.

Table of Contents

MULLEN AUTOMOTIVE INC.

CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF OPERATIONS

(in USD, except per share data)

(unaudited)

Three months ended December 31,

2022

2021

OPERATING EXPENSES





General and administrative

$
64,996,011

$
12,901,084

Research and development

8,622,009

1,157,323

Total Operating Expense

73,618,020

14,058,407

Loss from Operations

(73,618,020)

(14,058,407)

Other financing costs - initial recognition of derivative liabilities

(255,960,025)

(108,979,229)

Gain / (loss) extinguishment of debt, net

(6,412,170)

74,509

Revaluation of derivative liabilities

(40,781,976)

(10,618,382)

Interest expense

(2,828,089)

(3,226,769)

Loan amortization expense

—

(19,212,176)

Deferred tax benefit

493,654

—

Other income (expense), net

645,881

(41,096)

Net loss before accrued preferred dividends and noncontrolling interest

(378,460,745)

(156,061,550)

Net loss attributable to noncontrolling interest

2,184,959

—

Net loss attributable to shareholders

(376,275,786)

(156,061,550)

Accrued preferred dividends

(638,677)

—

Net Loss attributable to common shareholders

$
(376,914,463)

$
(156,061,550)

Net loss per share

$
(0.28)

$
(8.93)

Weighted average shares outstanding, basic and diluted

1,360,570,075

17,471,173


	Three months ended December 31,
	2023		2022
Operating expenses:
General and administrative	$	43,234,052	$	64,996,011
Research and development		16,169,967		8,622,009
Loss from operations		(59,404,019)		(73,618,020)

Other income (expense):
Other financing costs - initial recognition of derivative liabilities		—		(255,960,025)
Loss on derivative liability revaluation		(6,728,981)		(40,781,976)
Loss on extinguishment of debt, net		—		(6,412,170)
Gain on sale of fixed assets		75,990		—
Gain on lease termination		50,000		—
Interest expense		(258,023)		(2,828,089)
Other income, net		545,416		645,881
Net loss before income tax benefit		(65,719,617)		(378,954,399)

Income tax benefit		1,726,238		493,654
Net loss	$	(63,993,379)	$	(378,460,745)

Net loss attributable to noncontrolling interest		(2,598,481)		(2,184,959)
Net loss attributable to stockholders	$	(61,394,898)	$	(376,275,786)

Accrued accumulated preferred dividends		(21,303)		(638,677)
Net loss attributable to common stockholders after preferred dividends	$	(61,416,201)	$	(376,914,463)

Net Loss per Share	$	(15.32)	$	(6,233.08)

Weighted average shares outstanding, basic and diluted		4,007,791		60,470

~~See~~The accompanying notes toare an integral part of these unaudited consolidated condensed ~~consolidated~~ financial statements.

Table of Contents

MULLEN AUTOMOTIVE INC.

CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF STOCKHOLDERS’ EQUITY ~~(DEFICIT)~~

(in USD, except per share data)

(unaudited)

Three Months Ended December 31, 2021


Preferred Stock
















Deficiency in

Series A

Series B

Series C

Series D

Series AA

Common Stock

Paid-in

Accumulated

Non-controlling

Stockholders'

Shares

Amount

Shares

Amount

Shares


Amount

Shares


Amount

Shares


Amount

Shares


Amount


Capital


Deficit


Interest


Equity
Balance, September 30, 2021

100,363

$
100

5,567,319

$
5,568

—

$
—

—

$
—

—

$
—

7,048,387

$
7,048

$
88,650,286

$
(150,374,649)

$
—

$
(61,711,647)
Common shares issued for cash

—

—

—

—

—

—

—

—

—

—

7,704,082

7,704

10,886,955

—

—

10,894,659
Common shares issued for asset

—

—

—

—

—

—

—

—

—

—

109,412

109

140,891

—

—

141,000
Preferred shares issued for cash

—

—

—

—

2,263,970

2,264

—

—

—

—

—

—

19,997,736

—

—

20,000,000
Preferred shares issued to settle liability to issue

—

—

—

—

84,900

85

—

—

—

—

—

—

704,915

—

—

705,000
Warrant issuances

—

—

—

—

—

—

—

—

—

—

—

—

10,491,621

—

—

10,491,621
Preferred shares issued in exchange for conversion of debt

—

—

—

—

2,829,029

2,829

—

—

—

—

—

—

24,988,926

—

—

24,991,755
Stock-based compensation

—

—

—

—

—

—

—

—

—

—

443,124

443

4,424,825

—

—

4,425,268
Common shares issued to settle liability to issue

—

—

—

—

—

—

—

—

—

—

131,477

131

1,034,681

—

—

1,034,812
Prefunded warrant issuance

—

—

—

—

—

—

—

—

—

—

—

—

15,000,000

—

—

15,000,000
Issuance of common stock for conversion of preferred stock

(84,996)

(85)

—

—

—

—

—

—

—

—

8,499,680

8,500

(8,415)

—

—

—
Net loss

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—

—
Balance, December 31, 2021

15,367

15

5,567,319

5,568

5,177,899

5,178

—

—

—

—

23,936,162

23,935

176,312,421

(150,374,649)

—

25,972,468


	Preferred Stock, total
	(see Note 9 for details)			Common Stock			Paid-in		Accumulated		Noncontrolling		Stockholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Interest		Equity

Balance, October 1, 2022	5,721,897		5,721	37,043		37		948,598,587		(889,907,455)		98,259,819		156,956,709
Share-based compensation issued to management, directors, employees, and consultants	—		—	5,062		5		30,267,655		—		—		30,267,660
Shares issued to extinguish penalty	—		—	1,022		1		5,519,999		—		—		5,520,000
Cashless warrant exercise	—		—	15,891		16		110,327,225		—		—		110,327,241
Surplus common stock issued on cashless warrant exercise	—		—	3,499		3		26,735,475		—		—		26,735,478
Issuance of common stock for conversion of preferred stock	(4,146,819)		(4,147)	184		—		4,147		—		—		0
Dividends accumulated on preferred stock	—		—	—		—		(638,677)		—		—		(638,677)
Other transactions	—		—	—		—		(3,122,227)		—		—		(3,122,227)
Shares issued to settle note payable	—		—	2,758		3		13,736,400		—		—		13,736,403
Shares issued for convertible notes	—		—	9,815		10		59,402,866		—		—		59,402,876
Preferred shares issued to officers	1		—	—		—		25,000		—		—		25,000
Net loss attributable to noncontrolling interest	—		—	—		—		—		—		(2,184,959)		(2,184,959)
Net loss attributable to stockholders	—		—	—		—		—		(376,275,786)		—		(376,275,786)
Balance, December 31, 2022	1,575,079		1,575	75,274		75		1,190,856,449		(1,266,183,241)		96,074,860		20,749,719


Balance, October 1, 2023	1,575,502		1,576	2,871,707		2,872		2,071,110,126		(1,862,162,037)		63,855,573		272,808,110
Cashless warrant exercise	—		—	2,020,152		2,020		50,875,649		—		—		50,877,669
Share-based compensation	—		—	671,798		672		12,142,328		—		—		12,143,000
Dividends accumulated on preferred stock	—		—	—		—		(21,303)		—		—		(21,303)
Shares issued to avoid fractional shares on reverse stock split	—		—	321,034		321		(321)		—		—		—
Net loss attributable to noncontrolling interest	—		—	—		—		—		—		(2,598,481)		(2,598,481)
Net loss attributable to stockholders	—		—	—		—		—		(61,394,898)		—		(61,394,898)
Balance, December 31, 2023	1,575,502		1,576	5,884,691		5,885		2,134,106,479		(1,923,556,935)		61,257,092		271,814,097

~~Table of Contents~~

Three Months Ended December 31, 2022


Preferred Stock
















Series A

Series B

Series C

Series D

Series AA

Common Stock

Paid-in

Accumulated

Non-controlling

Stockholders'

Shares

Amount

Shares

Amount

Shares


Amount

Shares


Amount

Shares


Amount

Shares


Amount


Capital


Deficit


Interest


Equity
Balance, December 31, 2021

15,367

$
15

5,567,319

$
5,568

5,177,899

$
5,178

—

$
—

—

$
—

23,936,162

$
23,935

$
176,312,421

$
(150,374,649)

$
—

$
25,972,468
Balance, September 30, 2022

1,924

2

—

—

1,360,321

1,360

4,359,652

4,360

—

—

833,468,180

833,467

947,765,156

(889,907,455)

98,259,819

156,956,709
Share-based compensation issued to management, directors, employees, and consultants

—

—

—

—

—

—

—

—

—

—

113,890,600

113,891

30,153,769

—

—

30,267,660
Shares issued to extinguish penalty

—

—

—

—

—

—

—

—

—

—

23,000,000

23,000

5,497,000

—

—

5,520,000
Cashless Warrant exercise - C

—

—

—

—

—

—

—

—

—

—

128,463,567

128,464

39,059,514

—

—

39,187,978
Cashless Warrant exercise - D

—

—

—

—

—

—

—

—

—

—

229,098,769

229,099

70,910,165

—

—

71,139,264
Surplus common stock issued on cashless warrant exercise

—

—

—

—

—

—

—

—

—

—

78,718,040

78,718

26,656,760

—

—

26,735,478
Issuance of common stock for conversion of preferred stock

—

—

—

—

(150,265)

(150)

(3,996,554)

(3,997)

—

—

4,146,819

4,147

—

—

—

0
Dividends accumulated on preferred stock

—

—

—

—

—

—

—

—

—

—

—

-

(638,677)

—

—

(638,677)
Other transactions

—

—

—

—

—

—

—

—

—

—

—

-

(3,122,227)

—

—

(3,122,227)
Shares issued to settle note payable

—

—

—

—

—

—

—

—

—

—

62,048,666

62,049

13,674,354

—

—

13,736,403
Shares issued for convertible notes

—

—

—

—

—

—

—

—

—

—

220,828,539

220,828

59,182,048

—

—

59,402,876
Preferred shares issued to officers

—

—

—

—

—

—

—

—

1

—

—

-

25,000

—

—

25,000
Net loss allocable to non-controlling interest

—

—

—

—

-

—

—

(2,184,959)

(2,184,959)
Net Loss

—

—

—

—

—

—

—

—

—

—

—

—

—

(376,275,786)

—

(376,275,786)
Balance, December 31, 2022

1,924

2

—

—

1,210,056

1,210

363,098

363

1

—

1,693,663,180

1,693,663

1,189,162,862

(1,266,183,241)

96,074,860

20,749,719

~~See~~The accompanying notes toare an integral part of these unaudited consolidated condensed ~~consolidated~~ financial statements.

Table of Contents

MULLEN AUTOMOTIVE INC.

CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF CASH FLOWS

(in USD, except per share data)

(unaudited)


	Three Months Ended December 31,				Three Months Ended December 31,
	2022		2021		2023		2022
Cash Flows from Operating Activities
Net loss before accrued preferred dividends and noncontrolling interest	$	(378,460,745)	$	(156,061,550)
Adjustments to reconcile net loss attributable to shareholders to net cash used in operating activities:

Net loss					$	(63,993,379)	$	(378,460,745)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation						13,903,416		40,753,410
Revaluation of derivative liabilities						6,728,981		40,781,976
Depreciation and amortization		4,794,327		307,699		4,343,960		4,794,327
Officer and employee stock compensation		36,305,972		1,604,293
Revaluation of derivative liabilities		40,781,976		10,618,382
Issuance of shares for services		4,376,438		2,495,487
Issuance of stock to directors		71,000		—
Amortization of debt discount						160,664		74,577
Deferred income taxes						(1,726,238)		(493,654)
Other gains						(125,990)		—
Other financing costs - initial recognition of derivative liabilities						—		255,960,025
Gain on conversion of derivative liabilities to common stock		(9,965,728)		—		—		(9,965,728)
Non-cash financing loss on over-exercise of warrants		8,934,892		—		—		8,934,892
Other financing costs - initial recognition of derivative liabilities		255,960,025		108,979,229
Non-cash interest and other operating activities		—		3,062,048
Non-cash lease expense		—		136,938
Amortization of debt discount		—		19,212,176
Loss on asset disposal		—		1,298
Loss/(gain) on extinguishment of debt		6,412,171		(74,509)
Loss on debt settlement		—		41,096
Loss on extinguishment of debt						—		6,412,171

Changes in operating assets and liabilities:
Other current assets		(8,260,125)		(1,226,376)
Other assets		(197,199)		(1,225,252)
Accounts receivable						671,750		—
Inventories						(13,912,516)		—
Prepaids and other assets						(1,781,132)		(8,457,324)
Accounts payable		7,724,852		(977,783)		1,317,232		7,724,852
Accrued expenses and other liabilities		(1,576,292)		(1,468,751)		(3,044,392)		(1,576,292)
Deferred tax liability		(419,077)		—
Lease liabilities		289,821		(137,228)
Right of use assets and lease liabilities						(2,433,909)		289,821
Net cash used in operating activities		(33,227,692)		(14,712,803)		(59,891,553)		(33,227,692)

Cash Flows from Investing Activities
Purchase of equipment		(726,482)		(10,462,219)		(6,865,681)		(726,482)
Purchase of intangible assets		(74,826)		—		—		(74,826)
ELMS asset purchase		(92,916,874)		—
ELMS assets purchase						—		(92,916,874)
Net cash used in investing activities		(93,718,182)		(10,462,219)		(6,865,681)		(93,718,182)

Cash Flows from Financing Activities
Proceeds from issuance of notes payable		150,000,000		7,300,000
Proceeds from issuance of common stock		—		10,894,659
Proceeds from issuance of preferred stock		—		20,000,000
Payment of notes payable		—		(13,000,351)
Proceeds from issuance of convertible notes payable						—		150,000,000
Net cash provided by financing activities		150,000,000		25,194,308		—		150,000,000

Increase in cash		23,054,126		19,286
Cash, cash equivalents and restricted cash, beginning of period		84,375,085		42,174
Cash, cash equivalents and restricted cash, ending of period	$	107,429,211	$	61,460
Change in cash						(66,757,234)		23,054,126
Cash and restricted cash (in amount of $429,372), beginning of period						155,696,470		84,375,085
Cash and restricted cash (in amount of $7,426,972), ending of period					$	88,939,236	$	107,429,211

Supplemental disclosure of Cash Flow information:
Cash paid for interest	$	3,056	$	1,424,345	$	—	$	3,056

Supplemental Disclosure for Non-Cash Activities:
Exercise of warrants recognized earlier as liabilities					$	50,877,669	$	84,799,179
Right-of-use assets obtained in exchange of operating lease liabilities					$	8,932,159	$	—
Convertible notes and interest - conversion to common stock					$	—	$	59,402,877
Debt conversion to common stock	$	1,096,787	$	—	$	—	$	1,096,787
Preferred shares issued in exchange for convertible debt	$	—	$	24,991,755
Convertible notes conversion to common stock	$	59,402,877	$	—
Exercise of warrants recognized earlier as liabilities	$	84,799,179	$	—

~~See~~The accompanying notes toare an integral part of these unaudited consolidated condensed ~~consolidated~~ financial statements.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

~~(unaudited)~~

NOTE ~~1. DESCRIPTION~~1 –DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Mullen Automotive Inc., a Delaware corporation (“MAI”, “Mullen”, “we” or the “Company”), is a Southern California-based development-stage electric vehicle company that operates in various verticals of businesses focused within the automotive industry.

Mullen Automotive Inc., a California corporation (“Previous Mullen”), was originally formed on April 20 2010, as a developer and manufacturer of electric vehicle technology and operated as the EVElectric Vehicle (“EV”) division of Mullen Technologies, Inc. (“MTI”) until November 5, 2021, at which time Previous Mullen underwent a capitalization and corporate reorganization by way of a spin-off to its shareholders, followed by a reverse merger with and into Net Element, Inc., which was accounted for as a reverse merger transaction, in which Previous Mullen was treated as the acquirer for financial accounting purposes. (the “Merger”). The Company changed its name from “Net Element, Inc.” to “Mullen Automotive Inc” and the Nasdaq ticker symbol for the Company’s ~~Common Stock~~common stock changed from “NETE” to “MULN” on the Nasdaq Capital Market ~~Exchange~~ at the opening of trading on November 5, 2021.

~~Recent Events~~Mullen is building and delivering the newest generation of commercial trucks. We also have a portfolio of high-performance passenger vehicles in various stages of product development for launch in subsequent years.

OnAcquisition of controlling interest in Bollinger Motors, Inc. in September 7, 2022 positioned Mullen into the ~~Company completed the Bollinger acquisition,~~ ~~which provides the Company with a~~ medium duty truck classes 4-6, along with the B1 Sport Utility and B2 Pick Up ~~Trucks. The purchase price was $148.6 million~~Trucks EV segments. First Bollinger class 4 trucks are expected to be sold in ~~cash and stock for 60% majority controlling interest.~~late 2024.

OnIn October ~~13,~~ 2022, the U.S. Bankruptcy Court approved ~~the Company~~ acquisition of ~~assets from electric vehicle company~~ ELMS’ (Electric Last Mile Solutions) assets in an all-cash purchase. ~~In the Chapter 7 approved~~With this transaction, Mullen acquired ELMS’ manufacturing plant in Mishawaka, Indiana and all ~~inventory, and~~the intellectual property ~~for their~~needed to engineer and build Class 1 and Class 3 electric vehicles. First vehicles ~~for a total of $105 million which includes the affirmation of approximately $10 million~~produced in ~~vendor payables assumed and paid at closing.~~ ~~On November 9, 2022, the Company formed Mullen Indiana Real Estate LLC, a limited liability company in the State of Delaware~~our Tunica, Mississippi plant were delivered to ~~hold the acquired real property located in Mishawaka, IN.~~customers during August, 2023.

Basis of Presentation and Principles of Consolidation

The ~~accompanying~~ unaudited ~~condensed~~ consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K/A filed with the Commission for the year ended September 30, 2022. ~~The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods.~~

~~The consolidated~~ financial statements include the accounts of the Company and its wholly owned subsidiaries Mullen Investment Properties LLC, a Mississippi corporation, Ottava Automotive, Inc., a California corporation, Mullen Real Estate, LLC, a Delaware corporation, ~~and~~Mullen Advanced Energy Operations, LLC, a California corporation as well as a 60%-owned subsidiary Bollinger Motors Inc., a Delaware corporation. Intercompany accounts and transactions, if any, have been ~~eliminated, if any. The~~eliminated. Noncontrolling interest presented in these consolidated condensed financial statements ~~reflect~~relates to the portion of equity (net assets) in subsidiaries not attributable, directly or indirectly, to Mullen. Net income or loss are allocated to noncontrolling interests by multiplying the relative ownership interest of the noncontrolling interest holders for the period by the net income or loss of the entity to which the noncontrolling interest relates.

These unaudited consolidated condensed financial ~~position and results of operations of Mullen, which have been~~statements are prepared in ~~accordance~~conformity with Generally Accepted Accounting Principles in the United States (“(U.S. GAAP) pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. ~~GAAP”).~~GAAP for complete financial statements. The consolidated condensed financial statements include all adjustments, which consist of normal recurring adjustments and transactions or events discretely impacting the interim periods, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. These consolidated condensed financial statements should be read in conjunction with

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the audited consolidated condensed financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended September 30, 2023. Certain columns and rows may not add due to rounding.

Reverse Stock Splits

In January 2023, the Company’s stockholders, in an effort for the Company to regain compliance with NASDAQ listing rules, approved a proposal to authorize the Board of the Company (the “Board”) to implement a reverse stock split of the outstanding shares of the Company’s common stock at a ratio up to 1-for-25. Pursuant to such authority granted by the Company’s stockholders, the Board approved a reverse stock split of the Company’s common stock at a rate of 1-for-25 shares of common stock, which resulted in a reduction in the number of outstanding shares of common stock and a proportionate increase in the value of each share. The common stock began trading on a reverse split-adjusted basis on the NASDAQ on May 4, 2023.

In August 2023, the Company’s stockholders approved a proposal to authorize the Board to implement a second reverse stock split of the outstanding shares of the Company’s common stock at a ratio up to 1-for-100. Pursuant to such authority granted by the Company’s stockholders, the Board approved a reverse stock split of the Company’s common stock at a rate of 1-for-9 shares of common stock, which resulted in a reduction in the number of outstanding shares of common stock and a proportionate increase in the value of each share. The common stock began trading on a reverse split-adjusted basis on the NASDAQ on August 11, 2023.

In December 2023, the stockholders approved a proposal to authorize a reverse stock split of the Company’s common stock at a ratio within the range of 1-for-2 to 1-for-100, as determined by the Board of the Company. The Board approved a 1-for-100 reverse stock split effective on December 21, 2023. As a result of the reverse stock split, every 100 shares of the Company’s pre-reverse stock split common stock combined and automatically became 1 share of common stock.

As a result of the reverse stock splits, the number of shares of common stock that can be issued upon exercise of warrants, preferred stock, and other convertible securities, as well as any commitments to issue securities, that provide for adjustments in the event of a reverse stock split, was appropriately adjusted pursuant to their applicable terms for the reverse stock splits. If applicable, the conversion price for each outstanding share of preferred stock and the exercise price for each outstanding warrant was increased, pursuant to their terms, in inverse proportion to the split ratio such that upon conversion or exercise, the aggregate conversion price for conversion of preferred stock and the aggregate exercise price payable by the warrant holder to the Company for shares of common stock subject to such warrant will remain approximately the same as the aggregate conversion or exercise price, as applicable, prior to the reverse stock splits.

The reverse stock splits have not changed the authorized number of shares or the par value of the common stock nor modified any voting rights of the common stock.

No proportionate adjustment was made to the number of shares reserved for issuance pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) pursuant to an amendment to the 2022 Plan approved by stockholders in August 2023, increasing the maximum aggregate number of shares of common stock and stock equivalents available for the grant of awards under the 2022 Plan by an additional 52,000,000 shares, which amount is not subject to any decrease or increase in the number shares of common stock resulting from a stock spilt, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the common stock or any other decrease in the number of such shares of common stock effected without receipt of consideration by the Company.

No fractional shares were issued in connection with the reverse stock splits. All shares of common stock that were held by a stockholder were aggregated subsequent to the reverse stock split and each fractional share resulting from such aggregation held by a stockholder was rounded up to the next whole share. As a result, an additional 321,036 shares were

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issued for the benefit of stockholders that would otherwise obtain fractional shares upon reverse stock split in December 2023.

The number and par value of Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock were not affected by the reverse stock splits, but their conversion ratios have been proportionally adjusted. There were no outstanding shares of Series B Preferred Stock as of the effective date of the reverse stock splits.

The Company retroactively adjusted its historical financial statements to reflect the reverse stock splits (See Note 10 for reverse stock splits effect on loss per share). All issued and outstanding common stock and per share amounts contained in the financial statements have been adjusted to reflect the reverse stock splits for all periods presented. The common stock and additional paid-in-capital line items of the financial statements were adjusted to account for the reverse stock splits for all periods presented (with $833,431 value of common stock decreased and additional paid-in-capital increased on September 30, 2022).

NOTE 2 – LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN ~~CONSIDERATION~~

~~The accompanying~~These consolidated condensed ~~consolidated~~ financial statements have been prepared on the basis that assumes the Company will continue as a going ~~concern. Our~~concern which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

The Company's principal source of liquidity consists of existing cash and restricted cash of approximately ~~$107.4~~$88.9 million atas of December 31, ~~2022.~~2023. During the three months ended December 31, ~~2022,~~2023, the Company used ~~$33.2~~approximately $59.9 million of cash for operating ~~activities and had~~activities. The net working capital ~~deficit of approximately $261.9 million at~~on December 31, ~~2022.~~

~~Going Concern~~

~~The Company’s financial statements~~2023 amounted to approximately $47.1 million, or approximately $79.3 million after excluding derivative liabilities and liabilities to issue stock that are supposed to be settled by issuing common stock without using cash. For the three months ended December 31, 2023, the Company has incurred a net loss of $64 million and, as of December 31, ~~2022, have been prepared on a going concern basis. The Company has not generated revenue to date and has~~2023, our accumulated losses since inception. The Company’s ability to continue operating as a going concern is contingent upon, among other things, its ability to raise sufficient additional capital and/or obtaining the necessary financing to support ongoing and future operations and to successfully manufacture and launch its products for sale. While the Company expects to obtain the additional capital and/or financing that is needed, there is no assurance that the Company will be successful in obtaining the necessary funds to bring its product and service offerings to market and support future operations. deficit was $1,923.6 million.

These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt, or entering other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, given the impact of the economic downturn on the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. Therefore, there can be no assurance that our plans will be successful in alleviating the substantial doubt about our ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of ~~these~~this uncertainties.

~~Our management plans~~During the three months ended December 31, 2023, the COVID-19 pandemic did not have a material impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to raise additional capital through a combination of equity and debt financing, strategic alliances and licensing arrangements. Company management has evaluated whether there are any conditions and events considered in aggregate, which raises substantial doubt about its ability to continue as a going concern over the ~~next twelve months from the date of filing~~COVID-19 pandemic. At this ~~report. Since inception,~~time, it is not possible for the Company ~~incurred significant accumulated losses~~to predict the duration or magnitude of ~~approximately $1,266.2 million,~~the adverse results of the outbreak and ~~has a deficiency in working capital~~its effects on the Company’s business or results of ~~approximately $261.9 million on December 31, 2022. For more information regarding additional financing after December 31, 2022, see Note 19 – Subsequent Events.~~operations, financial condition, or liquidity.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions.

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Use of Estimates

The preparation of our financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the consolidated condensed financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, cash flow projections and discount rate for calculation of goodwill impairment, fair value and impairment of long-lived assets, including intangible assets, inventory reserves, accrued expenses, fair value of financial instruments, depreciable lives of property and equipment, income taxes, contingencies, valuation of preferred stock and warrants. Additionally, the rates of interest on several debt agreements have been imputed where there was no stated interest rate within the original agreement. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results may differ materially from these estimates.

Risks and Uncertainties

We operate within an industry that is subject to rapid technological change, intense competition, and significant government regulation. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, required knowledge of industry governmental regulations, and other risks associated with an emerging business. Any one or combination of these or other risks could have a substantial influence on our future operations and prospects for commercial success.

Business Combination

Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. FASB ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired, the liabilities assumed and any ~~non-controlling~~noncontrolling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidatedcondensed financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense. ~~The Company completed the acquisition of Bollinger Motors, Inc on September 7, 2022.~~

~~Use~~Cash and Cash Equivalents

Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of ~~Estimates~~cash, and so near their maturity (generally, with original maturities of three months or less) that they present insignificant risk of changes in value because of changes in interest rates.

Restricted Cash

The ~~preparation~~main part of ~~our financial statements~~restricted cash in ~~conformity with U.S. GAAP requires management~~amount of $7 million relates to ~~make estimates and assumptions~~escrow account that ~~affect~~shall become the ~~reported amounts of assets and liabilities at the dates~~property of the ~~carve-out financial statements and the reported amounts of total expenses~~party determined in the ~~reporting periods. Estimates are used for, but not limited~~arbitration with GEM Group (see Note 19 – Contingencies and Claims). The amount and interests earned shall be released only upon further order of the arbitrator, a court or other tribunal of competent jurisdiction, or by agreement of the parties.

Cash obtained from customer deposits is held by the Company and is restricted from use to fair value of long-lived assets, fair value of financial instruments, depreciable lives of property and equipment, income taxes, contingencies, and inputs used to value stock-based compensation, valuation of common and preferred stock and warrants.

Additionally, the rates of interest on several debt agreements have been imputed where there was no stated interest rate within the original agreement. The imputed interest results in adjustments to the debt amounts reported in our condensedfund operations. Refundable deposits were $429 thousand as at December 31, 2023.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

consolidated financial statements prepared under U.S. GAAP. Loan valuations issues can arise when trying to determine the debt attributes, such as discount rate, credit loss factors, liquidity discounts, and pricing.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for adjustments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results may differ materially from these estimates.

~~Risks and Uncertainties~~

The Company operates within an industry that is subject to rapid technological change, intense competition, and serves an industry that has significant government regulations. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, required knowledge of industry governmental regulations, and other risks associated with an emerging business. Any one or combination of these or other risks could have a substantial influence on our future operations and prospects for commercial success.

~~Cash and Cash Equivalents~~

Company management considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2022 or September 30, 2022.

~~Restricted Cash~~

Funds that are not available for immediate use and must use for a specific purpose. These funds include the refundable deposits for individuals and businesses who have made deposits for Mullen and Bollinger vehicles and the cash in escrow. On December 31, 2022, the restricted cash balance was $39,357,576. Customer deposits are accounted for within other liabilities.

Prepaid Expenses and Other Current Assets

Prepaid expenses consist of various advance payments made for goods or services to be received in the future. These prepaid expenses include insurance and other contracted services requiring up-front payments.

Inventory

Cost of inventories is determined using the standard cost method, which approximates actual cost on a first-in first-out basis. This method includes direct materials, direct labor, and a proportionate share of manufacturing overhead costs based on normal capacity. Regular reviews are performed to identify and account for variances between the standard costs and actual costs. Any variances identified are recognized in the cost of goods sold during the period in which they occur.

On a quarterly basis, the Company reviews its inventory for excess quantities and obsolescence. This analysis takes into account factors such as demand forecasts, product life cycles, product development plans, and current market conditions. Provisions are made to reduce the carrying value of the inventories to their net realizable value.

Once inventory is written down, a new, lower-cost basis is established, and the inventory is not subsequently written up if market conditions improve. All such inventory write-downs are included as a component of cost of goods sold in the period in which the write-down occurs. Adjustments to these estimates and assumptions could impact our financial position and results of operations.

Property, Plant, and Equipment, ~~and Leasehold Improvements, Net~~net

Property, plant, and equipment ~~and leasehold improvements are~~is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.

Estimated Useful Lives


Description		~~Life~~Estimated useful lives
Buildings		20 to 30 ~~Years~~years
Furniture and ~~Equipment~~equipment		3 to 7 ~~Years~~years
Computer and ~~Software~~software		1 to 5 ~~Years~~years
Machinery, shop and ~~Equipment~~testing equipment		3 to 7 ~~Years~~years
Leasehold ~~Improvements~~improvements		Shorter of the estimated useful life or the underlying lease term
Vehicles		5 ~~Years~~years
Intangibles		5 to 10 ~~Years~~years

Expenditures for major improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Company management continually monitors events and changes in circumstances that could indicate that the carrying balances of its property,

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~~equipment~~ plant, and ~~leasehold improvements~~equipment may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

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Income Taxes

Prior to Mullen’s capitalization and corporate reorganization, our operations were included in the tax filings of MTI. The cash and deferred tax positions between us and MTI and are formalized in a tax sharing agreement.

Income taxes are recorded in accordance with ASC 740, Income Taxes, which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated condensed financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated condensed financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the “more likely than not” threshold for financial statement recognition and measurement. There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At December 31, ~~2022~~2023 and ~~September 30,~~ 2022, there were no material changes to either the nature or the amounts of the uncertain tax positions.

The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because management does not believe the recoverability of the tax assets meets the “more likely than not” likelihood at December 31, 2022 and September 30, 2022.

Intangible Assets, net

Intangible assets consist of acquired and developed intellectual ~~property and website development costs.~~property. In accordance with ASC 350, “Intangibles—Goodwill and Others,” goodwill and other intangible assets with indefinite lives (including in-process research and development assets acquired in a business combination) are ~~no longer~~not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired.

Intangible assets with determinate lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortizable intangible assets generally are amortized on a straight-line basis over periods up to 120 months. The costs to periodically renew our intangible assets are expensed as incurred.

Impairment of Long-Lived Assets

The Company periodically evaluates long-lived assets (both intangible assets and property, plant, and ~~equipment and intangible assets~~equipment) for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived ~~assets. The Company has~~asset unless another method provides a more reliable estimate. If an impairment loss is recognized, the adjusted carrying amount of a long-lived asset is recognized as a new cost basis of the impaired asset. Impairment loss is not ~~recorded any such impairment charges during the three months ended December 31, 2022 and 2021, respectively.~~

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~~Other Assets~~

~~Other assets are comprised primarily of Coda electric vehicles and related parts, Show Room vehicles, and security deposits related to the Company’s property leases related to the EV business.~~reversed even if fair value exceeds carrying amount in subsequent periods.

Extinguishment of Liabilities

The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired.

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Leases

The Company follows the provisions of ~~Accounting Standards Update, “Leases” (ASU 2016 02)~~ASC 842, “Leases”, which requires a lessee to recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term.

Contingencies and Commitments

The Company follows ASC 440 and ASC 450 to account for contingencies and commitments, respectively. Certain conditions, as a result of past events, may exist as of the balance sheet date, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be reasonably estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Legal costs associated with such loss contingencies are expensed as incurred. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Accrued Expenses

Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated condensed balance sheets.

Revenue Recognition

The Company’s revenue includes revenue from the sale of electric vehicles and is accounted for in accordance with ASC 606, “Revenue from Contracts with Customers”. The Company applies a five-step analysis to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. Payments for electric vehicles sales are generally received at or shortly after delivery. Sales tax is excluded from the measurement of the transaction price. The revenue from the sale of electric vehicles is recognized when control of the vehicle is transferred to the customer. In general, the control is transferred at the point of delivery to the customer, signifying the fulfillment of our primary performance obligation under ASC 606. Certain contracts with our dealers contain a return provision, stating that they may return unsold vehicles after 1 year. Since the Company does not have sufficient relevant statistics of returns yet, we defer revenue recognition until the vehicles have been sold by such dealer or until there is sufficient evidence to justify a reasonable estimate for the amount of consideration to which the Company expects to be entitled. For any amounts received (or receivable) for which the Company does not recognize revenue when it transfers products to customers, a refund liability is recognized. Relevant vehicles transferred to the dealer are presented as “Finished goods delivered to dealer for distribution” in the consolidated condensed balance sheets at initial cost, less any expected costs to recover those products (including potential decreases in the value to the entity of returned products). At the end of each reporting period, the Company updates the measurement of these assets and refund liabilities.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Cost of Goods Sold

The Company’s cost of goods sold includes mainly production costs of vehicles sold in the relevant period as well as a provision for expected warranty expenses.

General and Administrative Expenses

General and administrative ~~(“G&A”)~~ expenses include ~~all non-production related expenses incurred by us in any given period. This includes~~ expenses such as salaries and employee benefits, professional fees, ~~salaries,~~ rent, repairs and maintenance, utilities and office expense, ~~employee benefits,~~ depreciation and amortization, advertising and marketing, settlements and penalties, taxes, and licenses. Advertising costs are expensed as incurred and are included in ~~G&A expenses. Other~~general and administrative expenses, other than trade show expenses which are deferred until occurrence of the future event, we expense advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”Advertising costs for the three months ended December 31, 2023 and 2022 were approximately $6.3 million and $3.0 million, respectively.

Research and Development Costs

Per ASC 730, "Research and Development," the Company recognizes all research and developments costs in the statement of operations as they occur. These include expenses related to the design, development, ~~costs are expensed as incurred. Research~~testing, and ~~development expenses consist primarily of costs associated with the development~~improvement of our electric ~~vehicle product lines.~~vehicles and corresponding technologies. Assets with alternative future uses are capitalized and depreciated over their useful lives, with the depreciation expense reported under research and development costs.

Share-Based Compensation

~~We account for~~The share-based awards issued by the Company are accounted for in accordance with ASC Subtopic 718-10, ~~“Compensation~~“Compensation – Share ~~Compensation”~~Compensation,” which requires fair value measurement on the grant date and recognition of compensation expense for all shares of common ~~shares~~stock of the Company issued to employees, non-employees and directors. Generally, the fair value of awards is estimated based on the market price of the shares of common stock of the Company the day immediately preceding the grant date. The fair value of non-marketable share-based awards (granted to employees before the Company became public) has been estimated based on an independent valuation. The Company recognizes forfeitures of award in the periods they occur.

The overwhelming part of share-based awards to employees per employment contracts, and a certain part of contracts with non-employees (consultants), are classified as equity with costs and additional paid-in capital recognized ratably over the service period. A significant part of the Company’s share-based awards to consultants is liability-classified: mainly if the number of shares a consultant is entitled to depends on a certain monetary value fixed in the contract. An accrued part of liability in this case is revaluated each period based on market price of the shares of common stock of the Company, until sufficient number of shares is issued.

The Company has also adopted incentive plans that entitle the Chief Executive Officer to share-based awards generally calculated as 1-3% of then outstanding number of shares of common stock, issuable upon achievement of specific financial and ~~preferred share valuations~~operational targets (milestones) that are supposed to significantly increase value of the Company. This share-based compensation is accrued over the service term when it is probable that the milestone will be achieved. The liability to issue stock (presented within non-current liabilities if the achievement is expected later than 12 month after the balance sheet date) is revalued on every balance sheet date based on the length of the service period, current market price of the common stock and on the number of shares of common stock outstanding – until the shares have been appraised by an independent financial valuation advisor, based on assumptions management believes to be reasonable. Key assumptions and approaches to value used in estimating fair value, includes economic and industry data; business valuation; prior transactions; option value method and other cost, income, and market value approaches. Share-based compensation is included within general and administrative expenses.

~~Related Party Transactions~~

~~We have related party transactions with certain of our directors, officers, and principal stockholders. These transactions are entered into in~~issued, or until fulfilling the ~~ordinary course of business and include operational loans, convertible debt, and warrants providing financial support associated with the borrowing of funds.~~milestone requirements becomes unlikely.

1115

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, Company management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the ~~following~~ hierarchy ~~which prioritizes the inputs used to measure fair~~as per requirements of ASC 820, “Fair value ~~into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:~~measurements”.

~~Level 1 –~~ ~~Quoted prices in active markets for identical assets or liabilities.~~Expected credit losses

~~Level 2 –~~ ~~Observable inputs~~The estimation of expected credit losses that may be incurred as we work through the invoice collection process with our customers and other ~~than quoted prices~~counterparties requires us to make judgments and estimates regarding probability the amounts due to us are going to be paid. We monitor our customers' payment history and current credit worthiness to determine that collectability is reasonably assured. We also consider the overall business climate in ~~active markets~~which our customers and other counterparties operate. At December 31, 2023 and September 30, 2023, no material allowance for ~~identical assets~~credit losses needed to be recognized to cover anticipated credit losses under current conditions. However, uncertainties regarding changes in the financial condition of our customers, either adverse or positive, could impact the amount and ~~liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs~~timing of any additional credit losses that ~~are observable or can~~may be ~~corroborated by observable market data for substantially the full term of the assets or liabilities.~~

~~Level 3 –~~ ~~Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.~~required.

Concentrations of ~~Business and~~ Credit Risk

~~We maintain~~The Company maintains cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations, generally $250,000. At times, our cash balance may exceed these federal ~~limitations and maintains significant cash on hand at certain of its locations.~~limitations. However, we have not experienced any losses in such accounts and management believes we are not exposed to any significant credit risk on these accounts. The amounts in excess of insured limits as of December 31, ~~2022~~2023 and September 30, ~~2022~~2023 are ~~$67.3~~$87.8 million and ~~$53.3~~$154.9 million, respectively.

~~Recently Issued~~ Accounting ~~Standards~~Pronouncements

~~Accounting standard updates~~The Company has implemented all applicable accounting pronouncements that are in effect. The following pronouncements have been recently adopted by the Company:

ASU 2022-04 - Supplier Finance Program (SFP). This ASU requires that a buyer in a SFP disclose qualitative and quantitative information about its program, including the nature of the SFP and key terms, outstanding amounts as of the end the reporting period, and presentation in its financial statements. This pronouncement has not had an impact on the Company’s consolidated condensed financial statements.

ASU 2016-13 - Measurement of Credit Losses on Financial Instruments (CECL). This guidance, commonly referred to as Current Expected Credit Loss (“CECL”), changes impairment recognition to a model that is based on expected losses rather than incurred losses. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including trade receivables. The Company evaluated and determined the amendment did not have a material effect on the consolidated condensed financial statements.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The following are accounting pronouncements that have been issued but are not yet ~~added were assessed~~effective for the Company’s consolidated condensed financial statements:

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and ~~determined to be either~~Other Options (Subtopic 470-20), and Derivatives and Hedging—Contracts in an Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in ASU No. 2020-06 simplify the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. More specifically, the amendments focus on the guidance for convertible instruments and derivative scope exceptions for contracts in an entity’s own equity. For smaller reporting companies ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company does not ~~applicable or not expected~~expect its application to have a material impact on ~~our~~the Company’s consolidated condensed financial statements.

In November 2023, the FASB issued Accounting Standards Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. It requires all annual disclosures currently required by ASC 280 to be included in interim periods and requires disclosure of significant segment expenses regularly provided to the chief operating decision maker ("CODM"), a description of other segment items by reportable segment, and applicable additional measures of segment profit or loss used by the CODM when allocating resources and assessing business performance. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company expects to enhance segment reporting disclosures based on new requirements.

In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." ASU No. 2023-09, which enhances the transparency, effectiveness and comparability of income tax disclosures by requiring consistent categories and greater disaggregation of information related to income tax rate reconciliations and the jurisdictions in which income taxes are paid. The guidance is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect its application to have a material impact on the Company’s consolidated condensed financial statements.

Other accounting pronouncements issued but not yet effective are not believed by management to be relevant or to have a material impact on the Company’s present or future consolidated condensed financial statements.

NOTE 4 – ~~PURCHASE~~ACQUISITION OF SUBSIDIARIES AND CERTAIN ASSETS ~~FROM~~

Acquisition of ELMS assets

On October 13, 2022, the United States Bankruptcy Court for the District of Delaware issued an order approving the sale for approximately $105 million to Mullen ~~Automotive Inc.~~ of certain assets and assumption and assignment of contracts and related liabilities of Electric Last Mile, Inc. and Electric Last Mile Solutions, Inc. (collectively, “ELMS”) pursuant to the terms and conditions of the Asset Purchase Agreement dated September 16, 2022.

The ELMS asset acquisition closed on November 30, 2022, and is expected to accelerate the market introduction of our cargo van program and provide us with critical manufacturing capacity at a much lower investment than previously expected to supply the rest of our product portfolio.

ELMS assets include:

●

The factory in Mishawaka, Indiana, providing Mullen with the capability to produce up to 50,000 vehicles per year;

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

●

All Intellectual Property, including all manufacturing data that is required for the assembly of the Class 1 van and Class 3 Cab Chassis;

~~Table of Contents~~

●

All inventory including finished and unfinished vehicles, part modules, component parts, raw materials, and tooling; and

●

All property including equipment, machinery, supplies, computer hardware, software, communication equipment, data networks and all other data storage.

The following table details the allocation of purchase price by asset category for the ELMS asset purchase:


			Fair Value
Asset Category	Fair Value Allocation		Allocation
Land	$	1,440,000	$	1,440,000
Buildings and site improvements		41,287,038		41,287,038
Personal property subtotal		33,577,045
Identified intangible: engineering design		22,112,791
Equipment				27,336,511
Intangible assets: engineering design				22,112,791
Inventory		6,958,158		13,198,692
Total Identified Assets	$	105,375,032
Total Purchased Assets			$	105,375,032

On November 9, 2022, the Company formed Mullen Indiana Real Estate LLC, a limited liability company in the State of Delaware, to hold the acquired real property located in Mishawaka, Indiana.

NOTE 5 – ~~INTANGIBLE ASSETS~~INVENTORY

~~For~~The Company's inventories are stated at the lower of cost or net realizable value and consist of the following:


	December 31, 2023		September 30, 2023
Inventory
Work in process	$	4,010,456	$	3,136,590
Raw materials		18,524,512		13,733,385
Finished goods		226,009		—
Finished goods delivered to dealer for distribution		7,958,552		937,322
Less: write-down to net realizable value		—		(1,000,284)
Total Inventory	$	30,719,529	$	16,807,013

The cost of inventories is determined using a standard cost method, which approximates the first-in, first-out (FIFO) method. This includes direct materials, direct labor, and relevant manufacturing overhead costs. Variances between standard and actual costs are recognized in the cost of goods sold during the period in which they occur.

The Company regularly reviews its inventories for excess and obsolete items by assessing their net realizable value (NRV). The NRV is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

During the three months ended December 31, ~~2022,~~2023, approximately $65 thousand of the Company's inventories was consumed for R&D activities, which was recognized as part of research and ~~2021, we recorded intangible asset additions~~development expense in the consolidated condensed statement of ~~$22,187,617~~operations.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The goodwill in net carrying amount of $28,846,832 as at December 31, 2023 and ~~$5,361, respectively. The $22.2 million is mainly due~~as at September 30, 2023 pertains to the ~~ELMS asset~~Bollinger Motors Inc. acquisition ~~(see NOTE 4 – Purchase~~on September 7, 2022.

Goodwill is not amortized and is tested for impairment annually, or more frequently if there are indicators of ~~Assets from ELMS).~~

~~The weighted average useful life~~impairment. Every reporting period the Company assesses qualitative factors (such as macroeconomic conditions, industry and market considerations, financial performance of the Company, entity-specific events etc.) to determine whether it is necessary to perform the quantitative goodwill impairment test. Upon the quantitative goodwill impairment test, impairment may arise to the extent carrying amount of a reporting unit that includes goodwill (i.e. Bollinger production unit, see Note 21 – Segment information) exceeds its fair value. As a result of the impairment test performed on September 1, 2023 by management with the assistance of independent third-party valuation professionals, the Company has recognized impairment loss in amount of $63,988,000 in the last quarter of the fiscal year ended September 30, 2022. No additional impairment was recognized during the quarter ended December 31, 2023.

Other intangible assets

Intangible assets are stated at cost, net of accumulated amortization. Patents and other identifiable intellectual property ~~is 9.6 years. Acquired intellectual property from~~purchased as part of the Bollinger Motors acquisition ~~consisted primarily of patents and non-compete agreements~~in September 2022 have ~~finite life. Identifiable intangible~~been initially recognized at fair value.

Intangible assets with ~~definite~~indefinite useful lives are not amortized but instead tested for impairment. Due to unfavorable market conditions and decline of the market prices of the Company’s common stock, we have tested long-lived assets for recoverability in the last quarter of the fiscal year ended September 30, 2023. Based on the test performed on September 1, 2023 by independent professional appraisers, the assets of the Bollinger's segment (see Note 21 - Segment information), including indefinite-lived in-process research and development assets, acquired in September 2022, were not impaired, except for impairment of goodwill (see above). No impairment was recognized during the quarter ended December 31, 2023.

Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line ~~method and the estimated~~method. The weighted average useful ~~lives~~life of ~~three~~intangible assets is 8.7 years. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the ~~identifiable~~ intangible assets.

December 31, 2022

September 30, 2022

Gross

Net

Gross

Net

Carrying

Accumulated

Carrying

Carrying

Accumulated

Carrying
Finite-Lived Intangible Assets

Amount

Amortization

Amount

Amount

Amortization

Amount
Website design and development

$
2,660,391

(1,330,195)

$
1,330,195

$
2,660,391

$
(1,108,496)

$
1,551,895
Intellectual property

58,375,794

(1,908,177)

56,467,618

58,375,794

(438,581)

57,937,213
Patents

32,391,186

(1,020,544)

31,370,642

32,391,186

(204,109)

32,187,077
Engineer design - ELMS

22,112,791

(184,273)

21,928,518

—

—

—
Other

1,820,994

(80,876)

1,740,118

1,820,994

(16,175)

1,804,819
Trademark

540,840

—

540,840

466,014

—

466,014
Total Intangible Assets

$
117,901,996

$
(4,524,065)

$
113,377,931

$
95,714,379

$
(1,767,361)

$
93,947,018

~~Total future amortization expense for finite-lived intellectual property is as follows:~~

Years Ended December 31,

Future Amortization
2023 (nine months)

$
9,299,099
2024

12,202,651
2025

11,537,553
2026

11,537,553
2027

11,537,553
Thereafter

56,722,682
Total Future Amortization Expense

$
112,837,091

~~For the three months ended December 31, 2022, and 2021, amortization expense for the intangible assets was $2,756,704 and $223,676, respectively.~~

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

In the last quarter of the fiscal year ended September 30, 2023, an impairment loss in amount of $5,873,000 has been recognized in respect of the intangible assets of the ELMS/Legacy Mullen segment (primarily engineering designs and website design and development). No additional impairment was recognized during the quarter ended December 31, 2023.


	December 31, 2023						September 30, 2023
					Net						Net
	Cost		Accumulated		Carrying		Cost		Accumulated		Carrying
	Basis		Amortization		Amount		Basis		Amortization		Amount
Finite-Lived Intangible Assets
Patents		32,447,460		(4,263,548)		28,183,912		31,708,460		(3,445,694)		28,262,766
Engineering designs		16,200,332		(621,075)		15,579,257		16,200,332		(184,274)		16,016,058
Other		1,841,639		(339,493)		1,502,146		745,947		(158,590)		587,357
Trademarks		—		—		—		1,180,138		(115,682)		1,064,456
Total finite-lived intangible assets		50,489,431		(5,224,116)		45,265,315		49,834,877		(3,904,240)		45,930,637
Indefinite-Lived Intangible Assets
In-process research and development assets	$	58,304,612	$	—	$	58,304,612	$	58,304,612	$	—	$	58,304,612
Total indefinite-lived intangible assets		58,304,612		—		58,304,612		58,304,612		—		58,304,612
Total Intangible Assets	$	108,794,043	$	(5,224,116)	$	103,569,927	$	108,139,489	$	(3,904,240)	$	104,235,249

Total future amortization expense for finite-lived intangible assets is as follows:


Years Ended September 30,	Future Amortization
2024 (9 months)	$	3,930,834
2025		5,250,711
2026		5,250,711
2027		5,240,901
2028		5,110,712
Thereafter		20,481,446
Total Future Amortization	$	45,265,315

For the three months ended December 31, 2023 and 2022, amortization of the intangible assets was $1,319,877 and $2,756,704 respectively.

NOTE 67 – DEBT

Short and Long-Term Debt

Short-term debt is ~~generally~~ defined as debt with principal maturities of ~~one-year or less. Long-term debt is defined as principal maturities of~~ one year or ~~more.~~less, long-term debt has maturities greater than one year.

The following is a summary of our indebtedness at December 31, ~~2022:~~2023:


	Net Carrying Value								Net Carrying Value
	Unpaid Principal						Contractual	Contractual	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate	Maturity	Balance		Current		Long-Term		Interest Rate		Maturity
Matured notes	$	3,051,085	$	3,051,085	$	-	0 - 10%	2019 - 2021	$	2,398,881	$	2,398,881	$	—	0.00 - 10.00	%	2019 - 2021
Promissory notes		-		-		-	NA
Convertible notes		90,597,123		90,597,123		-	15.00%	2023
Real Estate notes		5,238,259		238,259		5,000,000	5.00 - 8.99%	2023-2024
Loans and advances		557,800		557,800		-	0.00%	2016 - 2018
Real estate note										5,000,000		5,000,000		—	8.99	%	2024
Loan advances										332,800		332,800		—	0.00 - 10.00	%	2016 - 2018
Less: debt discount		(716,535)		(607,010)		(109,525)	NA			(109,525)		(109,525)		—
Total Debt	$	98,727,732	$	93,837,257	$	4,890,475			$	7,622,156	$	7,622,156	$	—

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The following is a summary of our indebtedness at September 30, ~~2022:~~2023:


	Net Carrying Value								Net Carrying Value
	Unpaid Principal						Contractual	Contractual	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate	Maturity	Balance		Current		Long-Term		Interest Rate		Maturity
Matured notes	$	3,051,085	$	3,051,085	$	—	0.00 - 10.00%	2019 - 2021	$	2,398,881	$	2,398,881	$	—	0.00 - 10.00	%	2019 - 2021
Promissory notes		1,096,787		—		1,096,787	28.00%	2024
Real Estate note		5,247,612		247,612		5,000,000	5.0 - 8.99%	2023 - 2024
Real estate note										5,000,000		5,000,000		—	8.99	%	2024
Loan advances		557,800		557,800		—	0.00 - 10.00%	2016 – 2018		332,800		332,800		—	0.00 - 10.00	%	2016 – 2018
Less: debt discount		(932,235)		—		(932,235)	NA	NA		(270,189)		(270,189)		—
Total Debt	$	9,021,049	$	3,856,497	$	5,164,552			$	7,461,492	$	7,461,492	$	—

Scheduled Debt Maturities

The following are scheduled debt maturities as at December 31, ~~2022:~~2023:

Years Ended September 30,


2023 (9 months)

2024

Total
Total Debt

$
93,837,257

$
4,890,475

$
98,727,732



	2024 (9 months)		2025		2026		2027		Total
Total Debt	$	7,622,156	$	—	$	—	$	—	$	7,622,156

~~Notes and Advances~~Accrued interest

~~Total interest is comprised primarily~~As of stated interest, amortization of debt discount and additional interest recognized for warrants issued with convertible notes for the excess in fair value above the face value of the notes. Stated interest was $2,134,517 and $3,247,185 for the three months ended December 31, ~~2022~~2023 and ~~2021,~~September 30, 2023, accrued interest on outstanding notes payable was $1,617,759 and $1,548,723, respectively.

In some instances, we issued shares of common stock or warrants along with the issuance of promissory notes, resulting in the recognition of a debt discount which is amortized to interest expense over the term of the promissory note. Debt discount amortization for the three months ended December 31, 2022 and 2021, was $150,151,130 and $19,212,176, respectively. During the three months ended December 31, 2022, warrants having a fair value of $244,510,164 (issuable upon conversion of the convertible notes) were recognized as a derivative liability, which exceeded the face value of the underlying debt, resulting in additional interest expense of $94,510,164.

~~Table of Contents~~

The Company issued shares of common stock to certain creditors for the conversion of convertible notes, satisfaction of debt payments, and in settlement of indebtedness. For the three months ended December 31, 2022, the carrying amount of indebtedness that was settled via issuance of shares our common stock was $95,750,938. The carrying amount of indebtedness that was settled via issuance of common stock for the three months ended December 31, 2021 was $23,192,500.

NuBridge Commercial Lending LLC Promissory Note

On March 7, 2022, the Company’s wholly owned subsidiary, Mullen Investment Properties, LLC, entered into a Promissory Note (the “Promissory Note”) with NuBridge Commercial Lending LLC for a principal amount of ~~$5,000,000.~~$5 million. The Promissory Note bears interest at a fixed rate of 8.99% per annum and the principal amount is due March 1, 2024. Collateral for the loan includes the title to the Company’s property at 1 Greentech Drive, Tunica, MS. Under the Promissory Note, prepaid interest and issuance costs of $1,157,209 were withheld from the principal and recorded as debt discount, which is being amortized over the term of the Promissory note. As of December 31, ~~2022,~~2023, the remaining unamortized debt discount was ~~$716,535.~~$109,525.

Drawbridge and Amended A&R Note with Esousa

On ~~June 17,~~October 14, 2022, the Company entered into an Amended and Restated Secured Convertible Note and Security Agreement (the “A&R Note”) with Esousa Holdings LLC ~~a New York limited liability company~~ (“Esousa”). The A&R Note amended and restated a promissory note dated July 23, 2020, issued by Mullen Technologies, Inc. (“Original Borrower”) to DBI Lease Buyback Servicing LLC, a Delaware limited liability company (“DBI”) for a principal amount of $23,831,554 (the “Original Note”). The Company had previously assumed all of the obligations of the Original Borrower under the Original Note upon the completion of the Merger. Esousa purchased rights under the Original Note from DBI immediately prior to entering into the A&R Note.

The A&R Note extended the maturity date of the Original Note by two years, from July 23, 2022 to July 23, 2024. The A&R Note provided Esousa the right to convert all or any portion of the then-outstanding principal balance of the A&R Note into a calculated number of shares of the Common Stock of the Company. The transaction was accounted for as an extinguishment of debt with Drawbridge and the related expense within the “Incentive fee to creditor for transfer of note payable” line item of the Statement of Operations.

In connection with entering into the A&R Note with Esousa, the Company agreed to provide Drawbridge with a right to purchase up to $25,000,000 worth of shares of a yet to be created Series E Preferred Stock from the Company (the “Series E Purchase Option”). Refer to Note 17 – Contingencies and Claims, for details on the Series E Purchase Option.

On June 27, 2022, the Company received notification from Esousa that it was exercising the A&R Note’s conversion feature to partially convert the A&R Note and accrued interest in exchange for 28,000,000 shares of common stock. The conversion price was $0.9918 per share. Due to the limited number of authorized shares available, only 17,500,000 shares of common stock were issued, resulting in a remaining principal balance of the A&R Note of $1,096,787. The remaining 10,500,000 shares owed to Esousa were recognized as a “Liability to issue shares” on the Balance Sheet. The Company agreed to pay a $3,495,000 penalty to Esousa, settleable in cash or shares of common stock, by August 31, 2022. This fee was recognized as penalty for insufficient authorized shares within the Statement of Operations and within Accrued Expenses on the Balance Sheet.

~~On October 14, 2022, the A&R Note with Esousa,~~, including principal of $1,032,217 (net of debt discount of $64,570) and accrued interest of $316,127 along with the liability to issue ~~10,500,000~~467 shares of common stock (having a then carrying value of $10,710,000) and an obligation to compensate for the losses from market value decline of shares were exchanged for a new convertible note payable with a face value of $12,945,914 and ~~23,000,000~~1,022 shares of common stock (having a fair value of $5,524,600), resulting in a loss on extinguishment of ~~$6,412,170. The new~~$6,452,170. On November 1, 2022, the A&R Note payable to Esousa, inclusive of any accrued interest, was converted into 2,758 shares of common stock.

Non-convertible secured promissory note ~~is convertible at~~

On December 18, 2023, Mullen entered into a ~~5% discount~~Debt Agreement to ~~the lowest daily volume-weighted average price in the 10 trading days prior to conversion, which resulted in interest expense~~issue a non-convertible secured promissory note (the “Note”) with a principal amount of ~~$681,364 and debt premium of $681,364.~~$50 million, purchased for $32 million, reflecting an $18 million original issue

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~On November 1, 2022,~~discount. The Note, which does not include conversion rights, stock, warrants, or other securities, aims to raise capital for the ~~convertible~~Company's manufacturing operations. The issuance of this non-convertible Note is scheduled for the first trading day when all closing conditions are met. By the date these consolidated condensed financial statements are available to be issued, the loan has not been received. The $18 million original issue discount was considered a settlement cost related to a dispute over financings that occurred during the fiscal year ended September 30, 2023. The $18 million settlement cost has been accrued as of September 30, 2023 and is included as accrued expenses and other liabilities at December 31, 2023 and September 30, 2023. When the debt is issued, the $18 million will be reclassified to note ~~payable~~payable.

The Note will incur 10% annual interest, escalating to ~~Esousa, having a face value~~18% post-Event of ~~$12,945,914 (plus debt premium of $681,364) and~~Default. It matures three months post-issuance. The Note's terms allow for accelerated repayment upon default, requiring the Company to pay the principal, accrued interest, and other due amounts. The Note will be secured by the Company’s assets and imposes restrictions on the Company, limiting additional debt, asset liens, stock repurchases, outstanding debt repayment, and affiliate transactions, except for specified exceptions. It mandates prepayment of ~~$171,174 was converted into 62,048,066 shares~~the principal from net proceeds of ~~common stock. No gain or loss was recognized upon the conversion.~~any subsequent financing.

Convertible Notes

On November 14, 2022, the Company entered into Amendment No. 3 (“Amendment No. 3”) to the June 7, 2022, Securities Purchase Agreement ~~(“Amendment No. 3”~~(as amended, the “Series D SPA”). The investors paid $150 million and, in lieu of receiving shares of Series D Preferred Stock and ~~Warrants,~~warrants, the investors received notes convertible into shares of the Company’s common stock (“Notes”) and ~~Warrants.~~warrants.

Amendment No. 3 further ~~provides~~provided that the remaining $90 million of the ~~Commitment Amount~~commitment amount will be paid in the first half of 2023 in two ~~tranches, on January 24, 2023, and February 24, 2023, (each, a “Purchase Date”).~~tranches. The purchase price per share of Series D Preferred Stock ~~will~~would be the lower of (i) $1.27 ($28,575 after reverse stock splits, see Note 1), the closing price of the Company’s stock on the date the Securities Purchase Agreement was executed, or (ii) the closing price of the ~~Common Stock~~common stock on the trading day immediately preceding the respective ~~Purchase Date,~~purchase date, subject to a floor price of $0.10 per share. For no additional consideration, for every share of Series D Preferred Stock purchased, ~~such investor will receive Warrants~~investors received warrants to purchase shares of common ~~shares~~stock equal to 185% of the number of shares of Series D Preferred Stock purchased by the investors at an exercise price equal to the purchase price for shares of Series D Preferred ~~Stock. The Warrants will~~Stock (the warrants also permit cashless ~~exercise to be calculated as a function of the warrant’s Black-Scholes value. Consummation of the transaction is dependent on certain conditions precedent.~~exercise). The ~~investors have the~~Company exercised its right to delay each Purchase Date by one day for every day that the Company is unable to register the shares of Common Stock issuable upon conversion of the Series D Preferred Stock issued pursuant to the Securities Purchase Agreement.and received these investments in April and June 2023, see Note 8 Warrants and Other Derivative Liabilities and Fair Value Measurements.

On November 15, 2022, the Company issued the unsecured convertible ~~notes~~Notes aggregating $150,000,000 in lieu of Series D Preferred Stock. The ~~unsecured convertible notes bear~~Notes bore interest at 15% and ~~are~~were convertible into shares of common stock either: (A) at the option of the noteholder at the lower of: (i) ~~$0.303;~~$0.303 (to be adjusted to stock splits); or (ii) the closing price of our common stock on January 3, 2023; or (B) mandatorily on November 21, 2022 at the lower of: (i) ~~$0.303;~~$0.303 ($6,818 after reverse stock splits, see Note 1); or (ii) the closing price of our common stock on November 18, 2022, provided adequate unissued authorized shares were available. For each share issued upon conversion, the holders ~~are~~were entitled to 1.85 times as many five-year warrants with an exercise price equal to the conversion price for the ~~notes.~~ Notes.

As a result, and since the Company had an insufficient number of authorized shares available to settle potential future warrant exercises, the Company recognized a derivative liability of $244,510,164 for the warrants with a corresponding increase in debt discount of $150,000,000 and interest expense of ~~$94,510,164.~~$94,510,164 (presented combined in the Statement of Operations as "Other financing costs - initial recognition of derivative liabilities"). The debt discount was amortized over the term of the ~~note~~Note through the date the convertible notes were mandatorily convertible. Accordingly, the entire ~~$150,000,000 of debt discount~~amount was expensed ~~to interest expense during~~in the ~~three month period~~first quarter of the year ended ~~December 31, 2022.~~September 30, 2023. On November 21, 2022, principal of $59,402,877 was mandatorily converted into ~~220,828,539~~9,815 shares of common ~~stock, resulting in a corresponding reduction in derivatives liabilities~~stock.

Table of ~~$10,491,265 and a gain on conversion of $9,965,728.~~ Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

On December 23, 2022, the Company defaulted on the ~~notes~~Notes by not having sufficient authorized shares to allow for both the ~~notes~~Notes to be fully converted and the warrants to be ~~exercised (See Note 19 – Subsequent Events).~~exercised. On January 13, 2023, the Company entered into a Settlement Agreement and Release in which investors waived the default prior to February 1, 2023. In exchange, the Company granted the investors the right to purchase additional shares of Series D Preferred Stock and warrants in an amount equal to such investor’s pro rata portion of $10 million. This right expired on June 30, 2023.

AsDuring February 2023, the remaining balance of ~~December 31, 2022~~the Notes (with the principal of $90,362,418) and ~~September 30, 2022,~~ accrued interest ~~on outstanding notes payable was $3,019,085~~(in amount of $3,456,941) were converted by the holders into 13,762 shares of common stock. See Note 8 – Warrants and ~~$1,374,925, respectively.~~Other Derivative Liabilities and Fair Value Measurements with regards to warrants issued upon conversion of these Notes.

NOTE 78 – WARRANTS AND OTHER DERIVATIVE LIABILITIES AND FAIR VALUE MEASUREMENTS

Upon the issuance of certain convertible debentures, warrants, and preferred stock, the Company determined that the features associated with the conversion option embedded in the debentures should be accounted for as a derivative liability and measured at fair value, as a derivative liability, as the Company has insufficient number of authorized shares available to settle all potential future conversion transactions.

During the three months ended December 31, 2022, upon issuance of the instruments underlying the derivative liabilities and upon revaluation (immediately prior to conversion of the underlying instrument), the Company estimated the fair value of the embedded derivatives using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend

~~Table of Contents~~

~~yield of 0%, (2) expected volatility of 135% to 151%, (3) risk-free interest rate of 3.77% to 3.97%, and (4) expected life of 0.02 to 10 years.~~

On December 31, 2022, the Company estimated the fair value of the embedded derivatives of $261,480,084 using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 135% - 151%, (3) risk-free interest rate of 3.88% to 4.12%, and (4) expected life of 0.08 to 10 years.

~~The Company adopted the provisions of ASC 825-10.~~ ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

●

Level 1 – Quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

~~All items required to be recorded or measured on a recurring basis are based upon Level 3 inputs.~~

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

Financial Instruments at Carrying Value That Approximated Fair Value

Certain financial instruments that are not carried at fair value on the consolidated condensed balance sheets are carried at amounts that approximate fair value, due to their short-term nature and credit risk. These instruments include cash and cash equivalents, accounts payable, and debt. Accounts payable are short-term in nature and generally are due upon receipt or within 30 to 90 days.

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Non-financial assets ~~such as property, equipment and leasehold improvements~~ are only required to be measured at fair value when acquired as a part of business combination or when an impairment loss is recognized. See “Note 134 – Acquisition of subsidiaries and certain assets, Note 14 - Property, ~~Equipment~~Plant, and ~~Leasehold Improvements, Net~~Equipment and ”Note 6 – Intangible assets for further ~~information~~information. All these valuations are based on ~~impairment~~Level 3 –

Table of ~~fixed~~Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of these assets or liabilities.

Financial Liabilities Measured at Fair Value on a Recurring Basis

During the three months ended December 31, 2023, the Company had the following financial liabilities measured at fair value on a recurring basis:

Preferred C Warrants

The warrants, which were exercisable for common stock, issued in connection with the sale of Series C Preferred Stock (the “Preferred C Warrants”) in accordance with the November 2021 Merger Agreement and further amendments had an exercise price per share of $8.834 (after the reverse stock splits - $198,765) and a cashless exercise option based on certain formula established by relevant contracts.

These warrant liabilities were recognized as liabilities due to requirements of ASC 480 because the variable number of shares to be issued upon cashless exercise (which was deemed to be the predominant exercise option) was based predominantly on a fixed monetary value.

During the quarter ended December 31, 2022, 132 Preferred C Warrants that remained outstanding as at September 30, 2022 were fully exercised.

Preferred D Warrants

In accordance with Series D SPA for every share of Series D Preferred Stock purchased, the investors received 185% (for the final $100 million voluntary investment right expiring June 30, 2023 - 110%) warrants (the “Preferred D Warrants”) exercisable for shares of common stock at an exercise price equal to the lower of (i) $1.27 (after the reverse stock splits - $28,575) or (ii) the market price of common stock on the trading day immediately preceding the purchase notice date. The Preferred D Warrants are exercisable during a five-year period commencing upon issuance. The contracts for the Preferred D Warrants contain cashless exercise provisions similar to Preferred C Warrants described above. Therefore, management applied similar accounting treatment to recognition, measurement, and presentation of the warrant liabilities.

In September 2022, the Company received an initial investment amount of $35 million (exercise price was $0.4379, or $9,853 after reverse stock splits) and issued to investors 79,926,925 shares of Series D Preferred Stock, and 263 Preferred D Warrants (hereinafter warrants and shares of common stock are presented giving effect to the reverse stock splits, see Note 1).

By September 30, 2022, no Preferred D Warrants were exercised and all Preferred D Warrants remained outstanding with the fair value on September 30, 2022 in the amount of $55,398,551.

During the quarter ended December 31, 2022, all initial Preferred D Warrants were exercised on a cashless basis for 10,182 shares of common stock.

In November 2022, the Company received $150,000,000 and issued, in lieu of Series D Preferred Stock, notes convertible into shares of common stock and Preferred D Warrants. As a result of the conversion of the convertible debt into shares of common stock in November 2022 and February 2023, 43,616 Preferred D Warrants were issued. By June 30, 2023, all these Preferred D Warrants were exercised on a cashless basis for 93,664 shares of common stock.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

During April 2023, we exercised our investment rights under the Series D SPA and requested an additional $45 million (exercise price was $0.1 or $2,250 after reverse stock splits) issuing to investors: 273,363,635 Series D Preferred Stock, 7,851 shares of common stock (in lieu of Series D Preferred Stock), and 37,000 Preferred D Warrants (post reverse stock split). The warrant liability recognized initially amounted to $73,260,454. By June 30, 2023, all these Preferred D Warrants were exercised on a cashless basis for 147,672 shares of common stock (post reverse stock split).

In June 2023, we exercised the second half of our investment right for $45 million (exercise price was $0.432 or $388.8 after reverse stock splits) and, in lieu of Series D Preferred Stock, investors received: 60,778 shares of common stock and 54,962 prefunded warrants exercisable for one share of common stock each, as well as 214,120 Preferred D Warrants.

In June 2023, one of the investors exercised their investment rights and invested $7 million (exercise price was $0.52 or $468 after reverse stock splits). The Company issued, in lieu of Series D Preferred Stock, 14,957 shares of common stock and 27,671 Preferred D Warrants.

Final voluntary investment rights under the Series D SPA were exercised by the pool of investors in June 2023 and the Company received $100 million (exercise price was $0.1601, or $144.09 after reverse stock splits, for majority of investors, and $0.1696, or $152.64 after reverse stock splits, for one investor), issuing to investors, in lieu of Series D Preferred Stock: 183,731 shares of common stock and 508,159 prefunded warrants exercisable for one share of common stock each, as well as 761,079 Preferred D Warrants.

The warrant liability recognized in June 2023 upon initial accounting of these investments amounted to $254,962,776. By September 30, 2023, a part of these prefunded warrants and Preferred D Warrants was exercised on a cashless basis for 2,194,413 shares of common stock (post reverse stock splits).

As of September 30, 2023, none of prefunded warrants and 382,436 Preferred D Warrants (recognized as liability in the consolidated condensed balance sheets) exercisable into 1,438,009 shares of common stock with fair value of $64,739,175 remained outstanding.

During the 3 months ended December 31, 2023, a part of remaining Preferred D Warrants were exercised on a cashless basis for 2,020,152 shares of common stock (post reverse stock splits). As of December 31, 2023, Preferred D Warrants (recognized as liability in the consolidated condensed balance sheets) with fair value of $20,704,136 remained outstanding and their exercise (on a cash or cashless basis) is available to investors for a period of approximately 4.5 years.

The fair value of warrant obligations is calculated based on the number and market value of shares that can be issued upon exercise of the warrants. The number of shares to be issued in accordance with relevant agreements is variable and depends on (i) lowest closing market price of shares for 2 days before the exercise, and (i) multiplicator calculated based on Black Scholes formula where all elements, except for risk-free rate, are fixed on the investment date. Accordingly, the fair value of warrants on recognition date and on subsequent dates was estimated as a maximum of (i) Black Scholes value for cash exercise of relevant warrants and (ii) current market value of the number of shares the Company would be required to issue upon cashless warrant exercise on a relevant date in accordance with warrant contract requirements. The latter valuation, based on observable inputs (level 2), has been higher and reflects the pattern of the warrants exercise since the inception of the Series D SPA.

At each warrant exercise date and each accounting period end the warrant liability for the remaining unexercised warrants was marked-to-market value and the resulting gain or loss was recorded in consolidated condensed statement of operations as a “Gain / (loss) on derivative liability revaluation”.

All the warrants mentioned in this section provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which the Company is required to issue or sell or is deemed, pursuant to the provisions of the

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

warrants, to have issued or sold, any shares of common stock for a price per share lower than the exercise price then in effect, subject to certain limited exceptions, then the exercise price of the warrants shall be reduced to such lower price per share. In addition, the exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions.

Other derivative liabilities

Other derivative liabilities recognized and remeasured subsequently at fair value include: embedded derivatives issued with convertible notes (primarily, conversion option), and preferred stock that failed equity presentation when the Company had insufficient number of authorized shares available to settle all potential future conversion transactions, automatic increase in interest rate upon an event of default, and optional conversion feature that were not clearly and closely related to the economic characteristics and risks of a debt host. These derivative liabilities were initially recognized on November 15, 2022, when the Company ~~had~~entered into Amendment No. 3 to the Series D SPA (see Note 7) having an insufficient number of authorized shares of common stock available for issuance upon conversion of ~~convertible~~ preferred ~~shares~~stock and convertible notes payable and the exercise of outstanding warrants. They were carried at fair value and have been reclassified to equity respectively upon final conversion of the Notes in February 2023, and upon authorization of increase of common stock available for issuance by stockholders of the Company in January 2023.

Qiantu Warrants

On March 14, 2023, the Company entered into an Intellectual Property and Distribution Agreement (the “IP Agreement”) with Qiantu Motor (Suzhou) Ltd., and two of Qiantu Suzhou’s affiliates (herein “Qiantu”). Pursuant to the IP Agreement, Qiantu granted the Company the exclusive license to use certain of Qiantu’s trademarks and the exclusive right to assemble, manufacture, and sell the homologated vehicles based on the Qiantu K-50 model throughout North America and South America for a period of five years (see Note 19 for more details). These ~~financial instruments meet~~rights will be obtained and the ~~definition~~commitment will only be effective upon the Company’s assessment of feasibility and profitability of the project.

As a ~~derivative until stockholders approve an increase in~~part of consideration for the Company’s entry into the IP Agreement, the Company issued to Qiantu USA warrants to purchase up to 3,334 (giving effect to the reverse stock splits, see Note 1) shares of the Company’s common stock (the “Qiantu Warrants”).

The Qiantu warrants, per contract, are exercisable at Qiantu USA’s discretion at any time from September 30, 2023 up to and including September 30, 2024 at 110% of the market price of the Company’s common stock at the close of trading on the earlier of (a) when the Company completes its obligations to its Series D Preferred Stock investors; or (b) June 15, 2023, so their exercise price is $234 (giving effect to the reverse stock splits). The Qiantu Warrants have anti-dilution provisions similar to those described above, but they provide for exemption for Series D Preferred Stock transactions rights and obligations that existed on the date the Qiantu Warrants were issued.

As it was expected that the Company may not have a sufficient number of authorized shares of common ~~stock.~~stock available for issuance during the term of the contract (up to September 2024), and the shares to be issued upon possible exercise of warrants have not been registered, the Qiantu Warrants were recognized at fair value on inception ($6,814,000) and on each subsequent period end. Due to decline in market price of shares the fair value of Qiantu Warrants on September 30, 2023 decreased to $124,133, and on December 31, 2023 to $10,485. The ~~financial~~difference has been recognized within gains (losses) on derivative liabilities revaluation in the consolidated condensed statements of operations.

Upon issuance and upon revaluation of the instruments, ~~convertible into shares~~the Company estimated the fair value of ~~common stock~~these derivatives using the Black-Scholes Pricing Model and binomial option valuation techniques based on the following assumptions: (1) dividend yield of 0%, (2) expected annualized volatility of 198-222%, and (3) risk-free interest rate of 4.3% to 4.7%. These liabilities are ~~valued using~~classified as having significant unobservable inputs (level 3) in the table below.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~the Black Scholes option valuation model. Items~~Breakdown of items recorded ~~or measured~~ at fair value on a recurring basis in ~~the accompanying~~ consolidated ~~financial statements consisted~~condensed balance sheets by levels of ~~the following items~~observable and unobservable inputs as of December 31, ~~2022:~~2023 and on September 30, 2023 is presented below:

December 31,

Quoted Prices

Significant

Significant



Quoted Prices

Significant


2022

in Active

Other

Unobservable

in Active

Other

Significant

Markets for

Observable

Inputs

Markets for

Observable

Unobservable

Identical Assets

Inputs

(Level 3)

December 31,

Identical Assets

Inputs

Inputs

(Level 1)

(Level 2)

2023

(Level 1)

  (Level 2)

(Level 3)
Derivative liability

$
261,480,084

$
        -

$
               -

$
261,480,084

$
20,714,620

$
—

$
20,704,135

$
10,485

Quoted Prices

Significant

in Active

Other

  Significant

Markets for

Observable

Unobservable

September 30,

Identical Assets

Inputs

Inputs

2023

(Level 1 )

(Level 2)

(Level 3)
Derivative liability

$
64,863,309

$
—

$
64,739,175

$
124,134

A summary of ~~the~~all changes in warrants and other derivative ~~liability~~liabilities is ~~as follows:~~presented below:

Balance, September 30, 2023
$
64,863,309
Loss / (gain) on derivative liability revaluation

6,728,980
Conversions of warrants into common shares

(50,877,669)
Balance, December 31, 2023
$
20,714,620

Balance, September 30, 2022
$
-
$
84,799,179
Transfers in due to issuance of warrants w/o having adequate authorized unissued shares available

244,510,164
Derivative liability authorized shares shortfall (P&L)

26,932,880
Transfers in due to reclassification of equity instruments to derivative liabilities resulting from lack of authorized common shares

528,305
Transfers out due to conversions of convertible notes and accrued interest into common shares

(10,491,265)
Derivative liabilities recognized upon issuance of convertible instruments

244,510,164
Derivative liability upon authorized shares shortfall

11,978,167
Loss / (gain) on derivative liability revaluation

40,781,976
Reclassification of derivative liabilities to equity upon authorization of sufficient common shares

(10,183,443)
Financing loss upon over-issuance of shares from warrants

8,934,892
Receivables upon over-issuance of shares from warrants

17,721,868
Conversions of warrants into common shares

(137,062,719)
Balance, December 31, 2022
$
261,480,084
$
261,480,084

~~Financial instruments~~
Certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets are carried at amounts that approximate fair value, due to their short-term nature and credit risk. These instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. We believe that the carrying value of term debt approximates fair value due to the variable rates associated with these obligations. Accounts payable are short-term in nature and generally terms are due upon receipt or within 30 to 90 days.

NOTE 89 – STOCKHOLDERS’ EQUITY
Common Stock
At a special meeting on January 25, 2023, stockholders approved the proposal to increase the Company’s authorized common stock capital from 1.75 billion to 5 billion shares. At December 31, 2023, the Company had 5 billion shares of common stock authorized with $0.001 par value per share.
As described in detail in the Note 1 above, by December 31, 2023, the Company has effectuated a series of reverse stock splits. All stock splits resulted in reduction of shares of common stock issued and outstanding and did not affect authorized common stock or preferred stock. The Company had 5,884,691 and 2,871,707 shares of common stock (post reverse stock splits) issued and outstanding on December 31, 2023 and September 30, 2023, respectively.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the common stockholders are entitled to receive the remaining assets following distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock are not entitled to receive dividends unless declared by our Board. To date, no dividends were declared or paid to the holders of common stock.

When the Company receives a warrant exercise notice or preferred stock conversion notice close to the balance sheet date, and issues relevant order to a transfer agent which is effectively exercised only after the balance sheet date, relevant shares of common stock are presented in the balance sheet as common stock owed but not issued.

Change in Control Agreements

On August 11, 2023, the Board of Directors approved, and the Company entered, Change in Control Agreements with each non-employee director and Chief Executive Officer. Pursuant to the Change in Control Agreements with each non-employee director, upon a change in control of the Company, any unvested equity compensation will immediately vest in full and such non-employee director will receive $5 million. Pursuant to the Agreement with CEO, upon a change in control of the Company, any unvested equity compensation will immediately vest in full and CEO will receive an aggregate percentage of the transaction proceeds as follows: 10% of the transaction proceeds that are up to and including $1 billion; plus an additional 5% of transaction proceeds that are more than $1 billion and up to $1.5 billion; and an additional 5% of transaction proceeds that are more than $1.5 billion. A change in control, as defined in the agreements occurs upon (i) any person becoming the beneficial owner of 50% or more of the total voting power of the Company’s then outstanding voting securities, (ii) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors (as defined in the Change in Control Agreements), or (iii) the consummation of a merger or consolidation of the Company (except when the total voting power of the Company continues to represent at least 50% of the surviving entity), any liquidation, or the sale or disposition by the Company of all or substantially all of its assets.

Preferred Stock

~~On November 5, 2021, we filed an Amended and Restated Certificate of Incorporation, which included the rights and privileges of Series A, Series B and Series C Preferred Stock.~~ Under the terms of our Certificate of Incorporation, the Board ~~of Directors~~ may determine the rights, preferences, and terms of our authorized but unissued shares of ~~preferred stock.~~Preferred Stock. On December 31, ~~2022,~~2023, the Company had 500,000,000 shares of Preferred Stock authorized with $0.001 par value per share. ~~There were 1,575,079 and 5,721,897~~The reverse stock splits (see Note 1 above) did not affect the number of shares of Preferred Stock ~~issued~~authorized and outstanding, ~~at December 31, 2022 and September 30, 2022, respectively.~~

~~Certificate of Designation of Series AA Preferred Stock~~

~~On November 14, 2022,~~ but the ~~Company filed a certificate~~conversion ratios were proportionately adjusted to decrease the number of designation (the “Series AA Certificate of Designation”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series AA Preferred Stock. The Series AA Certificate of Designation provides that the Series AA Preferred Stock will have 1,300,000,000 votes per share of Series AA Preferred Stock and will vote together with the outstanding shares of ~~the Company’s~~ common stock to be issued as a result.

Table of Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The Company has designated Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, ~~as a single class exclusively with respect to any proposal to adopt an amendment to the Company’s Second Amended~~ and ~~Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The~~ Series AA Preferred ~~Stock will be voted, without action by the holder, on any such proposal in the same proportion as~~Stock. Transactions with Preferred stock are presented below:

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock

Preferred Stock


Total

Series A

Series C

Series D

Series AA


Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount



Balance, October 1, 2022

5,721,897

5,721

1,924

2

1,360,321

1,360

4,359,652

4,359

—

—
Issuance of common stock for conversion of preferred stock

(4,146,819)

(4,147)

—

—

(150,265)

(150)

(3,996,554)

(3,997)

—

—
Preferred shares issued to officers

1

—

—

—

—

—

—

—

1

—
Balance, December 31, 2022

1,575,079

1,575

1,924

2

1,210,056

1,210

363,098

363

1

—

Balance, October 1, 2023

1,575,502

1,576

648

1

1,211,757

1,212

363,097

363

—

—
Balance, December 31, 2023

1,575,502

1,576

648

1

1,211,757

1,212

363,097

363

—

—

Redemption Rights
The shares of ~~common stock, Series A~~ Preferred Stock ~~Series B Preferred Stock,~~are not subject to mandatory redemption.
The Series C

~~Table of Contents~~

Preferred Stock and Series D Preferred Stock ~~as a single class~~ are ~~voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.~~

The Series AA Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series AA Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily ~~or involuntarily. The holder of the Series AA Preferred Stock will not be entitled to receive dividends of any kind.~~

On November 14, 2022, the Company entered into a Subscription and Investment Representation Agreement with David Michery, its Chief Executive Officer, pursuant to which the Company issued and sold one share of the Company’s Series AA Preferred Stock for $25,000 in cash. In January 2023, the outstanding share of Series AA Preferred Stock was redeemed for $25,000, with the approval by the Company’s stockholders of an amendment to the Certificate of Incorporation to implement a reverse stock split.

~~Series D Preferred Stock Certificate of Designation~~

~~On September 19, 2022, the Company filed a certificate with the Secretary of State of the State of Delaware a Certificate of Designation for Series D Convertible Preferred Stock.~~

On October 17, 2022, the Company filed a certificate with the Secretary of State of the State of Delaware to increase the Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock (the “Certificate”). The Certificate increased the number of authorized shares of Series D Convertible Preferred Stock from 87,500,001 shares to 437,500,001 shares.

~~Registration Statement Form S-3~~

On October 14, 2022, the Company filed a Registration Statement on Form S-3, which became effective upon filing with the SEC. The Registration Statement registered the resale by certain stockholders of up to 900,000,000 shares of common stock, which consist solely of 23,000,000 shares of common stock, 350,000,000 shares of common stock issuable upon conversion of Series D Preferred Stock and 527,000,000 shares of common stock issuable upon exercise of outstanding warrants to purchase shares of common stock.

On November 21, 2022, the Company filed Registration Statement on Form S-3, which became effective upon filing with the SEC. The Company registered the resale by certain stockholders of 220,828,539 shares of common stock issuable upon conversion of convertible notes issued to the selling stockholders on November 15, 2022, pursuant to Amendment No. 3. The investors paid $150 million and in lieu of receiving shares of Series D Preferred Stock and warrants, the investors received the Notes, which outstanding principal and accrued but unpaid interest on the Notes convert into shares of common stock and warrants to purchase additional shares of common stock.

~~Redemption Rights~~

~~The shares of preferred stock are not subject to Mandatory Redemption.~~

~~The Series C Preferred Stock are~~ redeemable by the Company in accordance with the following schedule, provided that the issuance of shares of common stock ~~underlying the shares~~issuable upon conversion has been registered and the registration statement remains effective:

Year 1: No Redemption

Year 2: Redemption at 120% of the ~~Series C~~ Redemption Price

Year 3: Redemption at 115% of the ~~Series C~~ Redemption Price

Year 4: Redemption at 110% of the ~~Series C~~ Redemption Price

Year 5: Redemption at 105% of the ~~Series C~~ Redemption Price

Year 6 and thereafter: Redemption at 100% of the Redemption Price

The Series C ~~Redemption Price~~

~~Table of Contents~~

~~The~~Preferred Stock and Series D Preferred Stock ~~may be redeemed~~are also redeemable by the Company ~~subject~~at any time for a price per share equal to the ~~following conditions: (i)~~Issue Price ($8.84 for Series C Preferred Stock and $0.4379 for remaining Series D Preferred Stock), plus all unpaid accrued and accumulated dividends on such share (whether or not declared), provided: (A) the ~~shares have~~Preferred Stock has been issued and outstanding for a period of at least one year, ~~(ii)~~(B) the issuance of the shares of common stock underlying the ~~shares~~Preferred Stock has been registered pursuant to the Securities Act and ~~the~~such registration ~~statement is~~remains effective, and ~~(iii)~~(C) the trading price for the common stock is less than the ~~Series D~~ Conversion Price ~~(as such term is defined in the Certificate of Designation)~~ for 20 trading days in any period of 30 consecutive trading days on the Nasdaq CM. In addition to the above, the shares will also be redeemable in accordance with the following schedule provided the issuance of shares of common stock underlying the shares has been registered and the registration statement remains effective:

~~Year 1: No Redemption~~

~~Year 2: Redemption at 120% of the Series D Redemption Price~~

~~Year 3: Redemption at 115% of the Series D Redemption Price~~

~~Year 4: Redemption at 110% of the Series D Redemption Price~~

~~Year 5: Redemption at 105% of the Series D Redemption Price~~

~~Year 6 and thereafter: Redemption at 100% of the Series C Redemption Price~~Capital Market.

Dividends

The holders of Series A and Series B Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Series A Preferred Stock ~~Series A~~ and Series B Preferred Stock participate on a pro rata basis (on an “as converted” basis to common stock) in any cash dividend paid on common stock. No dividends have been declared or paid during ~~the~~ three months ended December 31, ~~2022,~~2023, and ~~2021~~2022.

The Series C Preferred Stock ~~bears~~originally provided for a cumulative 15.0% per annum fixed dividend ~~payable no later than the 5~~^th ~~day after the end of each month~~ on the Series C Original Issue Price plus unpaid accrued and accumulated dividends. ~~Dividends on~~On January 13, 2023, the Company and holders of Series C

Table of Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Preferred Stock ~~are payable prior~~entered into a waiver agreement pursuant to which such holders irrevocably waived their right to receive any and all cumulative 15.0% per annum fixed dividends on ~~any other series of~~such Preferred Stock, ~~or the Common Stock. The Series C Preferred Stock dividend payable balance was approximately $6,872,075 at December 31, 2022.~~

~~The Company may elect to pay dividends for any month with a paid-in-kind election (“~~~~PIK~~~~”) if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with~~including all ~~listing requirements of NASDAQ~~unpaid accrued and ~~(iii) the average daily trading dollar volume of the Company’s Common Stock for 10 trading days in any period of 20 consecutive trading days on the NASDAQ is equal to or greater than $2.0 million.~~accumulated dividends.

The Series D Preferred Stock bears a 15.0% per annum fixed dividend accumulated and compounded monthly, payable no later than the 5^th day after the end of each month on the Series D Original Issue Price plus unpaid accrued and accumulated dividends. Dividends on the Series D Preferred Stock are payable prior to any dividends on any other series of Preferred Stock or the ~~Common Stock.~~common stock. The amount of Series D Preferred Stock ~~dividend payable balance~~dividends accumulated as at December 31, 2023 was approximately ~~$1,528,857 on December 31, 2022. Refer to Note 19 – Subsequent Events.~~$0.4 million.

The Company may elect to pay dividends for any month with a ~~PIK~~payment-in-kind (“PIK”) election if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with all listing requirements of NASDAQ and (iii) the average daily trading dollar volume of the Company’s ~~Common Stock~~common stock for 10 trading days in any period of 20 consecutive trading days on the NASDAQ is equal to or greater than $27.5 million.

Liquidation, Dissolution, and Winding ~~Up.~~

As a result of the Merger and based on the reverse ratio of one share of the Company for 12.8485 shares of Previous Mullen (the “Reverse Ratio”), on March 8, 2022, the Company filed an amendment to its Certificate of Incorporation to effectuate the following: (i) the liquidation preference for the Series A Preferred Stock was adjusted to $1.29 per share from $0.10 per share as set forth in Section 2(c) of Article III(B) of the Certificate, and (ii) the “Series B Original Issue Price” of the Series B Preferred Stock and the “Series C Original Issue Price” of the Series C Preferred Stock was adjusted to $8.84 per share from $0.6877 per share as set forth in Section 2(a) and Section 2(b), respectively, of Article III(B) of the Certificate.

~~Table of Contents~~

Upon the completion of a distribution pursuant to a Liquidation Event to the Series B Preferred Stock and Series C Preferred Stock, the holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any proceeds to the holders of the Common Stock, by reason of their ownership thereof, $1.29 per share or each share of the Series A Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series A Preferred Stock), plus declared but unpaid dividends on such share. “Liquidation Event” is as defined in the Certificate of Incorporation and, subject to certain exceptions, includes a sale or other disposition of all or substantially all of the company’s assets, certain mergers, consolidations and transfers of securities, and any liquidation, dissolution or winding up of the Company.

In the event of any Liquidation Event, the holders of the Series B Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends.

Upon the completion of a distribution pursuant to a Liquidation Event prior to the Series B Preferred Stock, the holders of the Series C Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred Stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price plus declared but unpaid dividends.Up

In the event of any Liquidation Event, the holders of the Series D Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the ~~Common Stock~~common stock by reason of their ownership thereof, an amount per share equal to the Series D Original Issue Price ($0.4379 per share in respect of the outstanding Series D Preferred Stock) plus declared but unpaid ~~dividends.~~dividends (none declared but unpaid dividends on December 31, 2023 and 2022).

In the event of any Liquidation Event, the holders of the Series B Preferred Stock will be entitled to receive, after full execution of rights of the Series D Preferred Stock holders, and prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the common stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends (none declared but unpaid dividends on December 31, 2023 and 2022).

Upon the completion of a distribution pursuant to a Liquidation Event to the Series D Preferred Stock and Series B Preferred Stock, the holders of the Series C Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred Stock or the common stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price ($8.84 per share) plus declared but unpaid dividends (none declared but unpaid dividends on December 31, 2023 and 2022).

Upon the completion of a distribution pursuant to a Liquidation Event to the Series D Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, the holders of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any proceeds to the holders of the common stock, by reason of their ownership thereof, $1.29 per share of each share of the Series A Preferred Stock, plus declared but unpaid dividends on such share (none declared but unpaid dividends on December 31, 2023 and 2022). “Liquidation Event” is as defined in the Certificate of Incorporation and, subject to certain exceptions, includes a sale or other disposition of all or substantially all of the Company’s assets, certain mergers, consolidations and transfers of securities, and any liquidation, dissolution or winding up of the Company.

Conversion

Each share of Series A Preferred Stock is convertible at any time at the option of the holder into ~~100~~0.0044 (giving effect to the reverse stock splits – see Note 1) shares of fully paid and ~~non-accessible~~non-assessable shares of common ~~stock.~~ stock (rounding up to the nearest share).

Table of Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Each share of Series B Preferred Stock and each share of Series C Preferred Stock are convertible at the option of the holder at any time into such number of ~~fully paid and nonassessable~~ shares of common stock as is determined by dividing the ~~Series B Original~~ Issue Price ~~of $8.84 or Series C Original Issue Price of $8.84 (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared),~~ by the ~~Series B~~relevant Conversion Price ~~or Series C Conversion Price, as applicable~~ (in each case, subject to adjustment). As of December 31, ~~2022, each share~~2023, there were no shares of Series B Preferred Stock issued andoutstanding. As of December 31, 2023, each share of Series C Preferred Stock ~~are~~is convertible into ~~one share~~0.000044 (giving effect to the reverse stock split – see Note 1) shares of ~~common stock.~~

~~Each share of Series B Preferred Stock will automatically be converted into~~fully paid and nonassessable shares of common stock at(rounding up to the applicable conversion rate at the time in effect immediately upon the earlier of (i) the Company’s sale of its common stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form S-3 under the Securities Act of 1933, as amended, the public offering price of which was not less than $100,000,000 in the aggregate (a “Qualified Public Offering”) or (ii) the date specified by written consent or agreement of the holders of the then outstanding shares of Series B Preferred Stock.nearest share).

Each share of Series C Preferred Stock will automatically be converted into shares of common stock at the applicable conversion rate at the time in effect immediately upon (A) the issuance of shares of common stock underlying the Series C Preferred Stock being registered pursuant to the Securities Act of 1933 and such registration remaining effective, (B) the trading price for the Company’s common stock being more than two times the Series C Conversion Price for 20 trading days in any period of 30 consecutive trading days on the Nasdaq Capital Market, and (C) the average daily trading dollar volume of the Company’s common stock during such 20 trading days is equal to or greater than $4.0 million.

The Series D Preferred Stock is convertible at the option of each holder at any time into the number of shares of common stock determined by dividing the Series D Original Issue Price (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared), by the Series D Conversion Price, subject to adjustment as set in the Certificate of Designation. ~~The "Series D Original Issue Price" for~~As of December 31, 2023, each share of ~~the~~ Series D ~~Preferred Stock means~~is convertible into 0.000044 (giving effect to the ~~lower~~reverse stock split – see Note 1) shares of ~~(i) $1.27 or (ii)~~fully paid and nonassessable shares of common stock (rounding up to the ~~closing price on the Trading Day immediately preceding the Purchase Notice Date.~~nearest share).

~~Table of Contents~~

Each share of Series D Preferred Stock will automatically be converted into shares of common stock at the applicable Conversion Rate at the time in effect immediately upon (A) the issuance of shares of ~~Common Stock~~common stock underlying the Series D Preferred Stock being registered pursuant to the Securities Act and such registration remaining effective, (B) the trading price for the Company’s common stock being more than two times the Series D Conversion Price for 20 trading days in any period of 30 consecutive trading days on the Nasdaq Capital Market, and (C) the average daily trading dollar volume of the Company’s ~~Common Stock~~common stock during such 20 trading days is equal to or greater than ~~$27,500,000.~~$27.5 million.

Voting Rights

The holders of shares of ~~Common Stock~~common stock and Series A, Series B and Series C Preferred Stock at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders; provided, however,, that, any proposal which adversely affects the rights, preferences and privileges of the Series A Preferred Stock, Series B Preferred Stock, or Series C Preferred ~~Stock, or Series D preferred~~ Stock, as applicable, must be approved by a majority in interest of the affected ~~Series~~series of Preferred Stock, as the case may be.

Each holder of ~~Common Stock,~~common stock, Series B Preferred ~~(on a fully converted basis),~~Stock and Series C Preferred ~~(on a fully converted basis) and Series D Preferred~~ Stock ~~have the~~has right to one vote ~~per~~for each share ~~held~~ of ~~record by~~common stock into which such ~~holder and each~~Series B Preferred Stock and/or Series C Preferred Stock, as applicable, could be converted. Each holder of Series A Preferred ~~have~~has the right to 1,000 votes per share held of record by such ~~holder.~~

~~Common Stock~~

~~At December 31, 2022, the Company had 1,750,000,000 shares of common stock authorized with $0.001 par value per share. There were 1,693,663,180 and 833,468,180 shares of common stock~~ ~~issued~~ ~~and~~ ~~outstanding~~ ~~at December 31, 2022 and September 30, 2022, respectively.~~holder (this right will terminate on November 5, 2024).

The holders of ~~Common~~Series D Preferred Stock ~~are entitled to one~~have no voting rights except for protective voting rights (one vote for each ~~share of Common Stock held at all meetings of stockholders. In the event~~share) in such cases as approval of a liquidation ~~dissolution~~event, authorization of issue of securities having a preference over or winding up of the Company, whether voluntary or involuntary, the common stockholders are entitled to receive the remaining assets following distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock are not entitled to receive dividends unless declared by our Board of Directors. To date, no dividends were declared or paid to the holders of common stock.

In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the common stockholders are entitled to receive the remaining assets following distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock are not entitled to receive dividends unless declared by our Board of Directors. To date, no dividends were declared or paid to the holders of common stock. See Note 19 – Subsequent Events.

~~Warrants~~

Prior to the Company’s Merger, the Company had outstanding warrants at an initial exercise price of $0.6877 per share, which were immediately exercisable and have a five-year term. Upon the completion of the Merger, these warrants were converted into detachable warrants with the Series C preferred stock as issued (the “Series C Warrants”). The exercise price was adjusted as provided in the Series C Warrants and further in accordance with the Merger Agreement such that the exercise price was $8.84 per share. During the quarter ended December 31, 2022, 2,973,276 Series C Warrants were exercised on a cash-less basis for 128,463,567 shares of common stock. There are no warrants remaining associated with the Series C at December 31, 2022.

In September 2022, the Company issued 147,864,810 detachable warrants in conjunction with the issuance of 79,926,925 shares of Series D Preferred Stock. During the quarter ended December 31, 2022, all these 147,864,810 warrants were exercised on a cash-less basis for 229,098,769 shares of common stock. There are no warrants remaining associatedparity with the Series D ~~at December 31, 2022.~~Preferred Stock with respect to dividends, liquidation, redemption or voting, entering a merger or consolidation, etc.

~~In November 2022, the Company issued $150,000,000~~Series AA Preferred Stock

The Series AA Certificate of ~~debt convertible into shares of common stock and warrants (see Note 6 Debt). As a result of the conversion of $59,402,877 of the convertible debt into shares of common stock~~Designation, filed in November 2022, ~~408,532,797~~provided that the Series AA Preferred Stock would have 57,778 votes (giving effect to reverse stock splits, see Note 1) per share of ~~these warrants were deemed to be issued~~Series AA Preferred Stock and ~~are outstanding at December 31, 2022.~~would vote

2231

Table of Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

together with the outstanding shares of the Company’s common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as a single class exclusively with respect to any proposal to adopt an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The ~~Warrants provide that if~~Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series AA Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series AA Preferred Stock had no rights with respect to any distribution of assets of the Company, ~~issues~~including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or ~~sells, enters~~winding up of the Company, whether voluntarily or involuntarily. The holder of the Series AA Preferred Stock was not entitled to receive dividends of any kind. On November 14, 2022, the Company entered into a ~~definitive, binding agreement~~Subscription and Investment Representation Agreement with David Michery, its Chief Executive Officer, pursuant to which hethe Company ~~is required to issue or sell or is deemed, pursuant~~issued and sold one share of the Company’s Series AA Preferred Stock for $25,000 in cash. In January 2023, the outstanding share of Series AA Preferred Stock was redeemed for $25,000, upon the approval by the Company’s stockholders of an amendment to the ~~provisions~~Certificate of Incorporation to implement a reverse stock split (see Note 1) and the Company filed a certificate of cancellation of the Warrants, to have issued or sold, any shares of Common Stock for a price per share lower than the exercise price then in effect, subject to certain limited exceptions, then the exercise price of the Warrants shall be reduced to such lower price per share. In addition, the exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions.
~~The following table summarizes warrant activity for the three months ended December 31, 2022:~~




Weighted Average

MAI shares

Exercise Price
Warrants outstanding at September 30, 2022

150,838,086

$
0.60352
Warrants exercised

150,838,086

$
0.60352
Warrants granted

408,532,797

$
0.303
Warrants expired

—

$
—
Warrants outstanding at December 31, 2022

408,532,797

$
0.303
Series AA Preferred Stock.

NOTE 910 – LOSS PER SHARE
Earnings per common share (“EPS”) is computed by dividing net income allocated to common stockholders by the weighted-average shares of common ~~shares outstanding, excluding unvested common shares subject to repurchase or cancellation.~~stock outstanding. Diluted EPS is computed by dividing income allocated to common stockholders plus dividends on dilutive convertible preferred stock and preferred stock that can be tendered to exercise warrants, by the weighted-average shares of common ~~shares~~stock outstanding plus amounts representing the dilutive effect of outstanding warrants and the dilution resulting from the conversion of convertible preferred stock, if applicable.
For the three months ended December 31, 2023 and 2022, ~~and 2021, the~~outstanding warrants, convertible debt and shares of Preferred Stock were excluded from the diluted share count because the result would have been antidilutive under the “if-converted method.” ~~The warrants to purchases shares of common stock also were excluded from the computation because the result would have been antidilutive.~~
The following table presents the reconciliation of net ~~income~~loss attributable to common stockholders to net ~~income~~loss used in computing basic and diluted net income per share of common ~~stock:~~stock (giving effect to the reverse stock splits – see Note 1):


Three months ended December 31,
Three months ended December 31,

2022

2021
2023

2022

Net income attributable to common stockholders

$
(376,275,786)

$
(156,061,550)
Net loss attributable to common stockholders
$
(61,394,898)

$
(376,275,786)

Less: accumulated preferred stock dividends

(638,677)

-

(21,303)

(638,677)

Net income used in computing basic net income per share of common stock

$
(376,914,463)

$
(156,061,550)
Net loss used in computing basic net loss per share of common stock
$
(61,416,201)

$
(376,914,463)

Net loss per share

$
(0.28)

$
(8.93)
$
(15.32)

$
(6,233.08)

Weighted average shares outstanding, basic and diluted

1,360,570,075

17,471,173

4,007,791

60,470

NOTE 1011 – SHARE-BASED COMPENSATION
The Company has incentive plans that are a ~~share incentive plan that is~~ part ~~its~~of annual discretionary share-based compensation program. The ~~plan includes~~plans include consultants and employees, ~~including~~ directors and officers. ~~For employees, they are notified of company share incentives during the onboarding process.~~ The ~~employee’s offer letter briefly describes the plan. Subject to the approval of our Board of Directors Compensation Committee, employees are issued a specified number of~~Company has been issuing new shares of common stock under the ~~Company’s common stock. The total expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge~~share-based compensation programs, and cash has not been used to ~~income ratably over the vesting period.~~settle equity instruments granted under share-based payment arrangements.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

For the three months ended December 31,

Composition of Stock-Based Compensation Expense

2023

2022

Directors, officers and employees share-based compensation

$
2,161,387

$
36,376,972

Share-based compensation to consultants (equity-classified)

1,066,548

2,642,074

Share-based compensation to consultants (liability-classified)

10,675,481

1,734,364

Total share-based compensation expense

$
13,903,416

$
40,753,410

~~Consulting agreements with shares for services have~~
Employees of the Company
Employees of the Company, including officers, are entitled to a ~~cost determined by the~~ number of shares ~~granted within~~of common stock specified in relevant employment contracts and subject to the ~~individual contract multiplied by~~approval of our Board of Directors Compensation Committee. The total expense of share awards to employees represents the ~~market~~grant date fair value of relevant number of shares to be issued and is recognized, along with additional paid-in capital, ratably over the ~~shares provided~~service period. The majority of awards to employees are equity-classified. The liability that relates to liability classified stock-based compensation contracts amounts to $25,000 on ~~date~~December 31, 2023.
Consultants
From time to time the Company also issues share-based compensation to external consultants providing consulting, marketing, R&D, legal and other services. The number of ~~grant. The~~ shares specified within the individual agreements, ~~are~~or a monetary value of those shares, if applicable, is usually negotiated ~~and approved~~ by our Chief Executive ~~Officer. The consultant typically earns share-based compensation over~~Officer and approved by the ~~service period which is~~Board of Directors Compensation Committee. These costs are generally ~~recognized as a charge to income ratably over the vesting period. The common shares provided for services are accounted for~~presented as professional fees within ~~G&A expense~~general and ~~employee share issuances are~~administrative, and certain qualifying costs may be presented as part of research and development expenses ($0.4 million in the three months ended December 31, 2023).
A part of these share-based awards is classified as equity and accounted for similar to stock-based compensation ~~expense.~~to employees. Another part of the Company’s share-based awards to consultants is classified as liabilities: mainly if a number of shares a consultant is entitled to is predominantly based on monetary value fixed in the contract. An accrued part of liability in this case is revaluated each period based on market price of the shares of common stock of the Company, until sufficient number of shares is issued. The liability to consultants as at December 31, 2023 amounted to $3.4 million. The Company generally practices prepayment for future services of the consultants by unrestricted shares of common stock – in this case a prepaid asset is recognized on the balance sheet and is amortized over the period the consultant is delivering their services to the Company. These prepaid costs amounted to $4.6 million as at December 31, 2023.

For the three months ended December 31,

Composition of Stock-Based Compensation Expense

2022

2021

Directors, officers and employees share-based compensation

$
36,376,972

$
1,604,293

Shares issued to consultants for services

4,376,438

2,495,487

Total share-based compensation expense

$
40,753,410

$
4,099,780

CEO Award Incentive Plans
The Company adopted the CEO Performance Stock Award Agreement, approved by the Board and by stockholders in 2022 (“2022 PSA Agreement”) and CEO Performance Stock Award Agreement, approved by the Board and by stockholders in 2023 (“2023 PSA Agreement”). Under these plans, the Chief Executive Officer is entitled to share-based awards generally calculated as 1-3% of then outstanding number of shares of common stock, issuable upon achievement of specific financial and operational targets (milestones) that are supposed to significantly increase value of the Company.
This share-based compensation is accrued over the service term when it is probable that the milestone will be achieved. The liability to issue stock (presented within non-current liabilities if the achievement is expected later than 12 months after the balance sheet date) is revalued on every balance sheet date based on the length of the service period, current market price of the common stock, and on the number of shares of common stock outstanding – until the shares have been issued, or until fulfilling of the milestone requirements is no longer probable.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

As at December 31, 2023, the accrual for future awards under 2022 PSA Agreement amounted to approximately $1.3 million. Out of all remaining 2022 PSA Agreement awards, the only awards that are considered probable are capital benchmarks that provide for a 1% of outstanding common stock on every $100 million the Company raises.

As at December 31, 2023, the accrual for future awards under 2023 PSA Agreement amounted to approximately $8.0 million. A part of this provision in the amount of $1.5 million has been recognized within non-current liabilities as the achievement is expected later than 12 months after the balance sheet date. Out of all remaining 2023 PSA Agreement awards, all awards are considered probable by the Company, except for Vehicle Completion Milestone (i) (USA certification and homologation of Class Three Van – expired by end of December 2023), and except for Accelerated Development Milestone which has been achieved (Mullen has acquired a facility with existing equipment that allows the Company to expedite scaling of battery pack production in the USA).

The costs recognized within the line item "Directors, Officers and Employees share-based compensation" in the table above represent both actual issuances of common stock under PSA Agreements and these provisions for future probable awards.

NOTE 1112 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


December 31, 2022

September 30, 2022

December 31, 2023

September 30, 2023
Accrued Expenses and Other Liabilities




Accrued expense - other

$
1,462,046

$
3,529,383
Provision for penalties & settlements

$
26,392,247

$
27,800,000
Accounts payable accrual

3,228,426

2,964,864
IRS tax liability

1,245,024

1,744,707

2,186,436

2,849,346
Accrued payroll

499,814

534,782

2,102,931

2,406,650
Accrued interest

3,019,085

1,377,008

1,617,759

1,548,724
Legal fees

611,853

868,495
Refund liability

652,200

652,200
Accrued expense - other

1,375,085

2,111,650
Total

$
6,225,969

$
7,185,881

$
38,166,937

$
41,201,929

~~Accrued payroll represents salaries and benefits that are owed to employees, including payroll tax liabilities. Accrued interest~~of~~$3,019,085 relates to finance charges on debt financing, interest on loans, and convertible notes payable. See Note 6 - Debt.~~
NOTE ~~12 –~~ 13 -LIABILITY TO ISSUE STOCK
The liability on December 31, 2023 (current liability in amount of $11.5 million and non-current liability in amount of $1.5 million) represents CEO incentive award provision to be settled in shares of common stock upon achievement of specific targets (current liability in amount of $7.8 million and non-current liability in amount of $1.5 million), as well as certain liability-classified contracts with consultants (current liability in amount of $3.4 million) and other parties (current liability in amount of $0.2 million). The liability on September 30, 2023 mainly related to CEO incentive award provision, see Note 11 - Share Based Compensation for more details.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE 14 – PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consists of the following:


December 31,

September 30,

2023

2023
Buildings

$
48,539,340

$
48,081,466
Machinery and equipment

31,175,282

27,861,452
Land

3,040,303

3,040,303
Construction-in-progress

8,186,675

5,180,642
Other fixed assets

3,953,967

2,824,165
Total cost of assets excluding accumulated impairment

94,895,567

86,988,028
Less: accumulated depreciation

(7,979,326)

(4,955,243)
Property, Plant, and Equipment, net

$
86,916,241

$
82,032,785
~~Liability represents~~
During the last quarter of fiscal year ended September 30, 2023, due to unfavorable market conditions, decline of the market prices of the Company’s common stock, ~~payable that is accrued~~and budgeted performance misses compared to the budgets prepared previously, we have tested long-lived asset for recoverability. The test was performed on September 1, 2023 by independent professional appraisers using both discounted cash flow method and ~~issuable at~~guideline public company method. The fair value of the property, plant, and equipment of the ELMS/Legacy Mullen segment (classified in Level 3 of the fair value hierarchy) was determined on a ~~future date~~standalone basis utilizing the cost and market approaches to value. The assets of the Bollinger's segment (see Note 21 - Segment information) were not impaired, except for ~~certain convertible securities~~impairment of goodwill (see Note 6 - Goodwill and ~~warrants~~intangible assets). An impairment loss in amount of $13,519,492 has been recognized in respect of the property, plant, and ~~was zero as~~equipment of the ELMS/Legacy Mullen segment: primarily construction-in-progress, and machinery and equipment. No additional impairment has been recognized during the quarter ended December 31, ~~2022. The liability~~2023.
Depreciation expense related to ~~issue stock as of~~property, plant, and equipment for the three months ended December 31, 2023 and 2022 was ~~management stock compensation of $11,599,598. As of September 30, 2022, liability to issue stock to Esousa was $10,710,000.~~$3,024,083 and $2,037,623, respectively.
NOTE 1315 – ~~PROPERTY, EQUIPMENT~~PREPAID EXPENSES AND ~~LEASEHOLD IMPROVEMENTS, NET~~
~~Property, equipment, and leasehold improvements, net consists of the following:~~PREPAID INVENTORY


December 31,

September 30,

2022

2022
Building

$
51,251,890

$
8,306,697
Furniture and equipment

550,532

556,948
Vehicles

170,499

96,363
Computer hardware and software

1,082,334

1,013,308
Machinery and equipment

41,017,969

7,383,612
Construction-in-progress

548,915

269,778
Leasehold improvements

111,570

76,438
Subtotal

94,733,709

17,703,144
Less: accumulated depreciation

(4,937,051)

(2,899,428)
Property, Equipment and Leasehold Improvements, net

$
89,796,658

$
14,803,716

December 31, 2023

September 30, 2023
Prepaid expenses and prepaid inventory




Prepaid expense
$
6,686,868

$
8,850,311
Prepaid trade shows

3,779,338

2,731,352
Prepaid services

4,606,224

6,041,111
Prepaid inventory

2,813,722

5,063,965
Other prepayments

1,961,227

2,025,154
Prepaid rent

730,833

47,215
Prepaid retainer

685,243

196,115
Customs surety bond

2,600,000

-
Total prepaid expenses and prepaid inventory
$
23,863,455

$
24,955,223

~~Depreciation expense related to property, equipment and leasehold improvements for the three months ended December 31, 2022, and 2021 was $2,037,623 and $84,042, respectively.~~

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On November 12, 2021, Mullen Investment Properties, LLC, the Company’s wholly owned real estate subsidiary, completed the $12,000,000 purchase of the Tunica County, MS property ("Advanced Manufacturing and Engineering Center" or "AMEC"). The property is located at 1 Greentech Drive, in the City of Robinsonville, MS. AMEC will be used to class 1 and class 2 EV cargo vans and the Mullen FIVE Crossover. The facility currently occupies 124,000 square feet of manufacturing space. The total available land on the property is over 100 acres. On the expanded site, Mullen plans to build a body shop, fully automated paint shop and a general assembly shop. Construction-in-progress includes development and construction that is currently in progress at the AMEX facility.

~~The ELMS asset acquisition closed on November 30, 2022 (See NOTE 4 – Purchase of assets from ELMS), and include property, plant, and equipment additions of:~~

●

~~The Mishawaka, Indiana factory, which consisted of land and building of $1.44 million and $41.29 million, respectively.~~

●

All property including equipment, machinery, supplies, computer hardware, software, communication equipment, data networks and all other data storage, that totaled $33.6 million in machinery additions.

~~NOTE 14 – OTHER NONCURRENT ASSETS~~MULLEN AUTOMOTIVE INC.
~~Other assets consist of the following:~~NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


December 31, 2022

September 30, 2022
Other Assets




Other assets

$
101,833

$
81,588
Show room vehicles

2,616,426

2,982,986
Security deposits

671,034

281,057
Total Other Assets

$
3,389,293

$
3,345,631

NOTE 1516 – OPERATING EXPENSES
General and ~~Administrative Expenses consists~~administrative expenses consist of the following:

Three months ended December 31,

2022

2021

Professional fees

$
8,652,777

$
5,139,332

Salaries

44,142,360

3,161,920

Depreciation

4,388,355

307,699

Amortization

405,972

—

Lease

831,090

459,535

Settlements and penalties

20,844

294,812

Employee benefits

1,033,638

368,052

Utilities and office expense

255,039

179,028

Advertising and promotions

2,968,234

2,452,790

Taxes and licenses

102,358

72,279

Repairs and maintenance

181,239

19,220

Executive expenses and directors' fees

209,044

—

Listing and regulatory fees

1,301,844

—

Outside labor

78,534

—

Other

424,683

446,416

Total

$
64,996,011

$
12,901,084

Three months ended December 31,

2023

2022

Professional fees

$
16,220,998

$
8,652,777

Compensation to employees

7,227,842

44,142,360

Advertising and promotions

6,341,015

2,968,234

Depreciation

3,024,083

4,388,355

Amortization

1,319,877

405,972

Employee benefits

1,879,490

1,033,638

Utilities and office expense

1,584,456

255,039

Listing and regulatory fees

1,491,707

1,301,844

Repairs and maintenance

823,234

181,239

Settlements and penalties

1,911,664

20,844

Lease

198,485

831,090

Executive expenses and directors' fees

284,362

209,044

Other

926,839

605,575

Total

$
43,234,052

$
64,996,011

25

~~Table of Contents~~

~~Within professional fees is stock based compensation for services rendered to consultants. Salaries includes stock based compensation to officers and employees.~~ The ~~expense is recorded at fair value~~main portions of the ~~shares~~Professional fees and Compensation to ~~be issued. For the three months ended December 31, 2022~~employees relate to stock-based compensation issued to non-employees and ~~2021, the Company recorded $40,753,410 and $916,295~~employees, respectively, see Note 11 - Share Based Compensationfor ~~share based compensation, of which $36.1 million was attributable to CEO award plan stock compensation.~~additional information.

Research and ~~development~~

Development

Research and development ~~for the three months ended~~expenses as of December 31, 2023 and 2022, were $16,169,967 and ~~2021 was~~ $8,622,009, ~~and $1,157,323,~~ respectively. Costs are expensed as incurred. Research and development expenses ~~primarily consist of Mullen Five EV and Mullen One EV cargo van development and~~ are primarily comprised of external fees and internal costs for engineering, homologation, ~~and~~ prototyping costs, and ~~personnel-related costs consultants.~~other expenses related to preparation to mass-production of electric vehicles such as Mullen Five EV, Mullen One EV cargo van, etc.

NOTE 1617 – LEASES
We have entered into various operating lease agreements for certain offices, manufacturing and warehouse facilities, and corporate aircraft. Operating leases ~~are included in~~led to recognition of right-of-use assets, and current and noncurrent portion of lease liabilities, as appropriate. These right-of-use assets also include any lease payments made and initial direct costs incurred at lease commencement and exclude lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements which require payments for both lease and non-lease components and have elected to account for these as a single lease component. Certain leases provide for annual increases to lease payment based on an index or rate. We calculate the present value of future lease payments based on the index or at the lease commencement date for new leases.
On November 1, 2023, the Company entered a 5-year lease agreement for premises of approximately 122,000 sq. ft. in Fullerton, California, designated for light manufacturing and distribution of electric vehicle batteries. Base rent is $2,992 thousand for the first year (and increases approximately 4% every year) and additional operating expenses are approximately $715 thousand in the first year with subsequent annual recalculation. Security deposit payable to the landlord is approximately $1 million.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

The table below presents information regarding our lease assets and ~~liabilities:~~liabilities.


December 31, 2022

September 30, 2022

Assets:





Operating lease right-of-use assets

$
4,763,589

$
4,597,052

Liabilities:



Operating lease liabilities, current

(1,696,626)

(1,428,474)

Operating lease liabilities, non-current

(3,381,024)

(3,359,354)

Total lease liabilities

$
(5,077,650)

$
(4,787,828)

Weighted average remaining lease terms:





Operating leases

2.14 years

2.63 years

Weighted average discount rate:





Operating leases

28
%

28
%

Operating lease costs:

For the three months ended December 31,


2022

2021

Fixed lease cost

$
771,771

$
286,482

Variable lease cost

31,288

129,605

Short-term lease cost

—

96,592

Sublease income

(63,857)

(53,144)

Total operating lease costs

$
739,202

$
459,535


December 31, 2023

September 30, 2023

Assets:





Operating lease right-of-use assets

$
13,400,598

$
5,249,417

Liabilities:

Operating lease liabilities, current

(2,137,882)

(2,134,494)

Operating lease liabilities, non-current

(9,230,806)

(3,566,922)

Total lease liabilities

$
(11,368,688)

$
(5,701,416)

Weighted average remaining lease terms:





Operating leases

4.32 years

3.98 years

Weighted average discount rate:





Operating leases

28
%

28
%

Operating lease costs:

For the three months ended December 31,


2023

2022

Fixed lease cost

$
1,316,045

$
771,771

Variable lease cost

56,696

31,288

Sublease income

(167,163)

(63,857)

Total operating lease costs

$
1,205,578

$
739,202

Operating Lease Commitments
Our leases primarily consist of land, land and building, or equipment leases. Our lease obligations are based upon contractual minimum rates. Most leases provide that we pay taxes, maintenance, insurance and operating expenses applicable to the premises. The initial term for most real property leases is typically 1 to 3 years, with renewal options of 1 to 5 years, and may include rent escalation clauses. For financing obligations, a portion of the periodic lease payments is recognized as interest expense and the remainder reduces the obligations. For operating leases, rent is recognized on a straight-line basis over the lease term, including scheduled rent increases and rent holidays.

~~Table of Contents~~

The following table reflects maturities of operating lease liabilities at December 31, ~~2022:~~2023:

Years ending






December 31,


2023 (9 months)

$
2,134,292
2024

2,700,815
September 30,


2024 (9 months)

$
2,276,166
2025

2,088,711

5,498,855
2026

243,539

4,044,143
2027

15,173

3,962,569
2028

3,728,589
Thereafter

—

1,874,007
Total lease payments

$
7,182,530

$
21,384,329
Less: imputed interest

(2,104,880)

(10,015,641)
Present value of lease liabilities

$
5,077,650

$
11,368,688

NOTE 18 – INCOME TAXES
The Company and its less than 100% owned subsidiaries are filing separate tax returns and we calculate the provision for income taxes by using a “separate return” method. Section 174 deduction and R&D credits are calculated using consolidated tax return rules and allocated among its members. Tax effects of significant unusual or infrequently occurring items are excluded from the estimated annual effective tax rate calculation and recognized in the interim period in which they occur.

Table of Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because recoverability of the tax assets does not meet the “more likely than not” likelihood at December 30, 2023 and September 30, 2023.

NOTE 1719 – ~~COMMITMENTS~~CONTINGENCIES AND ~~CONTINGENCIES~~CLAIMS

ASC ~~450~~450.20 governs the disclosure and recognition of loss contingencies, including potential losses from litigation, regulation, tax and other matters. The accounting standard defines a “loss contingency” as “an existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur.” ASC 450 requires accrual for a loss contingency when it is ~~“probable~~probable that one or more future events will occur confirming the fact of ~~loss”~~loss and ~~“the~~the amount of the loss can be reasonably estimated.” Under this standard an event is probable when it is likely to occur.

From time to time, we are subject to asserted and actual claims and lawsuits arising in the ordinary course of business. Company management reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We ~~establish~~recognize accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and ~~it discloses~~disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our consolidated condensed financial statements to not be misleading. As required by ASC 450 we do not record liabilities when the likelihood is not probable, or when the likelihood is probable, but the amount cannot be reasonably estimated. To estimate whether a loss contingency should be accrued by a charge to income, management evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss.

The outcomes of our legal proceedings and other contingencies are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular period. We evaluate, at least quarterly, developments in our legal proceedings and other contingencies that could affect the amount of liability, including amounts in excess of any previous accruals and reasonably possible losses disclosed, and make adjustments and changes to our accruals and disclosures as appropriate. For the matters we disclose that do not ~~record liabilities when the likelihood is probable, but~~include an estimate of the amount ~~cannot~~of loss or range of losses, such an estimate is not possible or is immaterial, and we may be ~~reasonably estimated.~~unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. Until the final resolution of such matters, if any of our estimates and assumptions change or prove to have been incorrect, we may experience losses in excess of the amounts recorded, which could have a material effect on our business, consolidated condensed financial position, results of operations, or cash flows.

Information with respect to our legal proceedings is contained in Note 19 – Contingencies and Claims of the Notes to Consolidated Condensed Financial Statements of our Annual Report on Form 10-K for the year ended September 30, 2023. ~~Loop Global Inc. agreement~~Other than as set forth herein, there are no additional updates to the legal proceedings involving the Company and/or its subsidiaries.

~~On December 13, we entered into a definitive agreement with Loop Global Inc. to develop co-branded vehicle charging station infrastructure solutions.~~

~~Series E Preferred Stock Purchase Option~~

We entered into a letter agreement with DBI wherein we are committed to provide DBI with a right to purchase up to $25 million worth of a to-be-issued Series E Convertible Preferred Stock and warrants. The option and its terms have not been finalized.

~~Mullen Technologies, Inc. v.~~ Qiantu Motor (Suzhou) Ltd.

~~This claim was~~On October 11, 2019, Mullen Technologies, Inc. filed a lawsuit in the United States District Court for the Southern District of California (Case No. 3:19-cv-01979-W-DEB) on October 11, 2019. This matter arises out of a contract dispute between Mullen and Qiantu Motor (Suzhou) Ltd. (“Qiantu”) related to the engineering, design, support, and homologation of Qiantu’s K50 vehicle by Mullen. On July 1, 2020, the court ordered this matter to arbitration. It was submitted to the American Arbitration Association on February 9, 2021, for arbitration in Denver, Colorado. ~~Mullen filed its Demand for Arbitration on February 16, 2021. Arbitration proceedings were then stayed for 90 days to accommodate settlement discussions.~~ On ~~November 3, 2021, Qiantu filed an Arbitration Answering Statement and Counterclaim or Joinder/Consolidation Request. Mullen filed its response on January 28, 2022. On February 11, 2022,~~March 14, 2023, the parties ~~exchanged their Initial Requests~~entered into a Settlement Agreement providing for ~~Documents. The August 1, 2022, arbitration hearing in this matter was rescheduled to October 17, 2022, to allow~~full settlement of all pending litigation between Mullen and Qiantu. Mullen continues its analysis of the homologation costs and the parties continue to ~~continue settlement negotiations. The parties agreed~~negotiate licensing rights to the European territories.

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

~~reschedule~~No loss contingencies have been accrued in respect of this matter as at December 31, 2023, other than those paid, as the October 17, 2022, arbitration hearing to a future date while discovery and settlement negotiations continued. In November 2022, the parties agreed to further extend the Arbitration hearing date to February~~2023. All associated pre-hearing dates were also extended.~~

~~In early December, the parties reached an agreement in principle for resolution~~Company can reasonably estimate neither probability of the Arbitration proceedings which includes the acquisition of the Qiantu IP and the provision of a license to manufacture and sell the K-50 automobile in various territories. The parties are currently negotiating the terms of the proposed Settlement and License Agreement.

~~Based upon~~additional losses, nor their magnitude (if any), based on all available information presently known to ~~management, the Company believes that the potential liability from this claim, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations.~~management.

International Business Machines (“IBM”)

~~This~~On May 7, 2019, International Business Machines (‘IBM”) filed a claim ~~was filed~~against Mullen Technologies, Inc, in the Supreme Court of the State of New ~~York on May 7, 2019.~~York. This matter arises out of a contract dispute between Mullen and IBM related to a joint development and technology license agreement, patent license agreement, and a logo trademark agreement.

~~On September 24, 2019, IBM filed a motion for summary judgment. By order dated April 21, 2022,~~The Company has recognized the ~~court granted IBM’s motion for summary judgment and ordered an inquest~~amounts paid ($5.9 million) as ~~to damages~~losses on ~~IBM’s breach of contract claims. On November 9, 2021, the court, pursuant to an inquest order, awarded damages in favor of IBM and on December 1, 2021, the court entered a judgment in favor of IBM~~settlement in the ~~amount of $5,617,192. Mullen filed a Notice of Appeal on December 2, 2021.~~

On February 2, 2022, IBM filed a Motion to Amend the Judgment it had obtained to add Mullen Automotive and Ottava as Judgment Debtors. Mullen filed its Appeal on April 8, 2022. Settlement efforts were undertaken, and a settlement was reached in which Mullen paid the full amount of the Judgment with interest, for a total of approximately $5.9 million, but maintained its Appeal rights. IBM then filed a Motion to Dismiss the Appeal based on Mullen’s payment of the Judgment. Mullen filed an Opposition to the same on July 18,year ended September 30, 2022 and ~~the hearing of the matter was set for July 25, 2022. The Court took the same under submission, and a decision has still~~does not ~~been issued. The Appeal is still pending.~~expect any additional losses to be reasonably possible.

~~Federal and State Tax Liabilities~~

During the third quarter of 2022, the Company entered into an instalment agreement with the IRS to pay $45,000 per month related to unpaid federal payroll liabilities plus accrued interest and penalties. As of December 31, 2022, we had an accrued liability of approximately $1.2 million related to IRS liabilities.

~~Raymond James and Associates (“RJA”) – Investment Banking Services Agreement~~

On May 5, 2020, the Company entered into an agreement with Raymond James & Associates for public offering and placement agent services. The agreement called for payment of a cash retainer of $50,000, which remains unpaid. Upon the closing of any public offering, regardless of whether RJA procured the agreement regarding the offering, we are obligated to pay a financing fee of equal to the greater of a) 6.0% of aggregate gross proceeds and b) $3,000,000.

~~The GEM Group~~

On September 21, 2021, the GEM Group filed an arbitration demand and statement of claim against Mullen seeking declaratory relief and damages. This matter arises out of an alleged breached securities purchase agreement dated November 13, 2020. Mullen filed its answering statement on October 21, 2021. On November 9, 2021, the parties appointed an Arbitrator.

GEM filed a dispositive motion on February 14, 2022. Mullen’s filed its opposition to the dispositive motion on March 3, 2022. On April 4, 2022, the Arbitrator denied GEM’s dispositive motion. The parties have completed all party and expert depositions and have exchanged settlement offers, but to date, no resolution has been achieved.

~~Table of Contents~~

The original December 12, 2022 through December 16, 2022 in person hearing date was vacated on December 1, 2022 by stipulation, wherein the parties agreed to conduct the hearing through written submissions on the issue of liability only. The remaining and reserved issues (attorneys’ fees, indemnification, and damages), shall be discussed between the parties after the Arbitrator issues a partial award regarding liability and determines whether further briefing or live testimony will be required.

~~On January 9, 2023, the parties filed and exchanged their initial submissions. The parties filed and exchanged responsive submissions on January 23, 2023.~~

TOA Trading LLC Litigation

On April 11, 2022, TOA Trading LLC and Munshibari LLC (“Plaintiffs”), filed a complaint against Mullen in the United States District Court for the Southern District of Florida. This claim arises out of an alleged breach of contract related to an unpaid finder’s fee. On January 8, 2024, the court, sua sponte reset the February 12, 2024 trial to April ~~11, 2022, Plaintiffs TOA Trading~~30, 2024.

Based on the early stage of the litigation, no loss contingencies have been accrued in respect of this matter as at December 31, 2023 as the Company can reasonably estimate neither probability of the loss, nor their magnitude (if any), based on all available information presently known to management.

DBI Lease Buyback Servicing LLC, Drawbridge Investments LLC

On March 2, 2023, DBI and ~~Munshibari~~Drawbridge Investments LLC (collectively, “Drawbridge”) filed a complaint in the Commercial Division of the Supreme Court of the State of New York, County of New York against Mullen. The complaint arises out of a letter agreement providing DBI with a right to purchase up to $25 million worth of a to be issued Series E Convertible Preferred Stock and warrants and asserts claims for: (1) specific performance of the alleged agreement; (2) money damages (in an amount exceeding $100 million) arising out of Mullen’s alleged breach of the alleged agreement; and (3) declaratory judgment setting forth Drawbridge’s rights and Mullen’s obligations under the alleged agreement.

On December 5, 2023, as part of the settlement, Drawbridge withdrew its appeal to Mullen’s Motion to Dismiss, which was granted by the court on August 25, 2023, with prejudice. Based on the contract signed by the parties, the Company accrued $1.95 million as of December 31, 2023 in full and complete satisfaction of the claims.

The GEM Group

On September 21, 2021, the GEM Group filed an arbitration demand and statement of claim with the American Arbitration Association against Mullen ~~Automotive, Inc.~~seeking declaratory relief and damages. This matter arises out of an alleged breach of a securities purchase agreement dated November 13, 2020. On January 24, 2024, the arbitrator ordered Mullen ~~Technologies, Inc.~~to deposit an additional $24,114,921 into escrow on or before March 9, 2024. The Company is immediately filing an action in the United States District Court for the Central District of California contesting the arbitrator’s decision. The Company has also filed an action in the United States District Court for the Southern District of ~~Florida. On May 18, 2022,~~New York seeking to void the ~~Company filed~~GEM Group agreements made in violation of the Securities Act dealer registration requirements as GEM Group is not a Motion to Dismiss or in the Alternative, Transfer Venue. Plaintiffs filed their opposition on June 3, 2022. The Company filed its reply on June 8, 2022. The court has taken the motions under submission. The Company expects a ruling in the second quarter 2023.registered FINRA dealer.

Based upon information presently known to management, the Company believes that the potential liability from this claim, if any, will not have a material adverse effect on its financial condition, cash flows or results

Table of ~~operations. Therefore, no liability has been reflected on the condensed consolidated financial statements.~~Contents

MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Mullen Stockholder Litigation

~~Margaret Schaub v.~~In re Mullen Automotive, Inc.

 Securities Litigation

On May 5, 2022, Plaintiff Margaret Schaub, a purported stockholder, filed a putative class action complaint in the United States District Court Central District of California against the ~~Company,~~“Company”, as well as its Chief Executive Officer, David Michery, and the Chief Executive Officer of a predecessor entity, Oleg Firer (the “Schaub Lawsuit”). This lawsuit was brought by Schaub both individually and on behalf of a putative class of the Company’s shareholders, claiming false or misleading statements regarding the Company’s business partnerships, technology, and manufacturing capabilities, and alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 10b-5 promulgated thereunder. An amended complaint was filed on September 23, 2022. The Schaub Lawsuit seeks to certify a putative class of shareholders, and seeks monetary damages, as well as an award of reasonable fees and expenses.

No loss contingencies have been accrued in respect of this matter as at December 31, 2023, as the Company can reasonably estimate neither probability of the loss, nor their magnitude (if any), based on all available information presently known to management.

Trinon Coleman v. David Michery et al.

On ~~August 4, 2022,~~December 8, 2023, Trinon Coleman, a purported stockholder, filed a shareholder derivative action in the Court ~~issued an order consolidating~~of Chancery for the State of Delaware, purportedly in the right and for the benefit of the Company as a nominal defendant, against Mr. Michery, and Company directors Mr. Puckett, Ms. Winter, Mr. Betor, Mr. Miltner, and Mr. New (the “Coleman Lawsuit”). This lawsuit asserts claims for breach of fiduciary duty, insider trading, and unjust enrichment primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Coleman Lawsuit ~~with~~seeks to direct the ~~case captioned~~ Company to improve its corporate governance and internal procedures, and seeks monetary damages and an award of reasonable fees and expenses.

David Gru v. Mullen Automotive Inc.~~), and appointing lead plaintiff and lead counsel.~~

On ~~September 23,~~May 12, 2022, ~~Lead Plaintiff~~David Gru, a purported stockholder, filed a Consolidated Amended Class Action Complaint (“Amended Complaint”) against the Company, Mr. Michery, and the Company’s predecessor, Mullen Technologies, Inc., premised on the same purported violations of the Exchange Act and Rule 10b-5, seeking to certify a putative class of shareholders, and seeking an award of monetary damages, as well as reasonable fees and expenses. Defendants filed their motion to dismiss the Amended Complaint on November 22, 2022, and a hearing on the motion to dismiss is currently scheduled for April 14, 2023.

~~Jeff Witt v. Mullen Automotive, Inc.~~

~~On August 1, 2022, Jeff Witt and Joseph Birbigalia, purported stockholders, filed a derivative~~ action lawsuit in the United States District Court for the Central District of California against the Company, Mr. Michery, and Mr. Firer (the “Gru Lawsuit”). This lawsuit was brought by Gru both individually and on behalf of a putative class of Mullen’s shareholders, claiming false or misleading statements regarding Mullen’s business partnerships, technology, and manufacturing capabilities, and alleging violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5. The Gru Lawsuit sought to declare the action to be a class action, and sought monetary damages, pre-judgment and post-judgment interest, as well as an award of reasonable fees and expenses. On August 4, 2022, the Court consolidated this action into the Schaub Lawsuit, and ordered this action administratively closed.

In re Mullen Automotive, Inc. Derivative Litigation

On August 1, 2022, Jeff Witt and Joseph Birbigalia, purported stockholders, filed a shareholder derivative action in the United States District Court for the Central District of California, purportedly in the right and for the benefit of the Company as a nominal defendant, and Mr. Michery, Mr. Firer, and current or former Company directors Ignacio Novoa, Mary Winter, Kent Puckett, Mark Betor, William Miltner and Jonathan New (the “Witt Lawsuit”). ~~This~~The Witt lawsuit asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, waste of corporate assets, and violation of Section

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

14 of the Exchange Act primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Witt Lawsuit seeks monetary damages, as well as an award of reasonable fees and expenses.

~~Table~~No loss contingencies have been accrued in respect of ~~Contents~~

~~On November 8, 2022, the Court consolidated~~ this matter ~~and~~as at December 31, 2023, as the ~~Morsy Lawsuit (see below) into one case, and on November 30, 2022 stayed the consolidated derivative action pending (1) dismissal~~Company can reasonably estimate neither probability of the ~~consolidated securities class action (the Schaub Lawsuit discussed above)~~loss, nor their magnitude (if any), ~~or (2) the filing of an answer in the consolidated securities class action and notice by any party that they no longer consent~~based on all available information presently known to ~~the voluntary stay of this consolidated derivative action. The case currently remains stayed.~~management.

Hany Morsy v. David Michery, et al.

On September 30, 2022, Hany Morsy, a purported stockholder, filed a shareholder derivative action in the United States District Court for the Central District of California, ~~against~~purportedly in the right and for the benefit of the Company as a nominal defendant, against Mr. Michery, Mr. Firer, former Company officer and director, Jerry Alban, and Company directors Mr. Novoa, Ms. Winter, Mr. Puckett, Mr. Betor, Mr. Miltner, and Mr. New (the “Morsy Lawsuit”). This lawsuit asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and violation of Section 14 of the Exchange Act primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Morsy Lawsuit seeks to direct the Company to improve its corporate governance and internal procedures, and also seeks monetary damages, pre-judgment and post-judgment interest, restitution, and an award of reasonable fees and expenses.

On November 8, 2022, the Court consolidated this matter and the Witt Lawsuit (see above) into one case and stayed the consolidated action (as discussed above). Based upon information presently known to management, the Company believes that the potential liability from this claim, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Therefore, no liability has been reflected on the condensed consolidated financial statements.Lawsuit.

~~Thomas Robbins~~Chosten Caris v. David Michery ~~et al.~~

On ~~December 7, 2022, Thomas Robbins,~~April 27, 2023, Chosten Caris, a purported stockholder, filed a ~~stockholder class action~~ complaint ~~for declaratory and injunctive relief~~against Mr. Michery in the ~~Court of Chancery of the State of Delaware against the Company, Mr. Michery,~~Eighth Judicial Circuit In and ~~current or former Company directors Mr. Novoa, Ms. Winter, Mr. Betor, Mr. Anderson, Mr. Miltner, Mr. Puckett, and Mr. New~~For Alachua County, Florida (the ~~“Robbins~~“Caris Lawsuit”). This lawsuit ~~seeks declaratory~~purports to seek damages for claims arising under Section 10(b) of the Exchange Act and injunctive relief under 8 Del. C. §§ 225, 227, and 242 related to the vote on a series of proposal at a special meeting of Company stockholders that was held on December 23, 2022, and asserts claims for breach of fiduciary duty against all Company directors (except Mr. New).Rule 10b-5 promulgated thereunder. The ~~Robbins~~Caris Lawsuit also seeks punitive damages. On May 17, 2023, Mr. Michery removed the Caris Lawsuit to the United States District Court for the Northern District of Florida.

Other contingencies

Accrued debt settlement

As discussed in the Note 7 - Debt, on December 18, 2023, Mullen entered into a Debt Agreement to issue a non-convertible secured promissory note with a principal amount of $50 million, purchased for $32 million, reflecting an ~~award of fees and costs~~$18 million original issue discount. The $18 million original issue discount was considered a settlement cost related to ~~this action.~~a dispute over financings that occurred during the fiscal year ended September 30, 2023. The $18 million settlement cost has been accrued as of September 30, 2023 and is included as accrued expenses and other liabilities at December 31, 2023 and September 30, 2023. When the debt is issued, the $18 million liabilities will be reclassified to note payable.

~~On December 16, 2022, the Court entered a limited status quo order~~Refund liabilities

As discussed in the ~~Robbins Lawsuit (the “Status Quo Order”), with respect to the vote~~Note 3 – Summary of ~~shares at~~significant accounting policies, the Company’s ~~December 23, 2022 special meeting (or any adjournment thereof), pending final disposition of this action. On January 5, 2023, the Court consolidated this action~~contract with ~~the Foley Lawsuit (discussed below), appointing lead plaintiffs and lead counsel. On January 25, 2023, the Court entered an order vacating the Status Quo Order.~~

~~Patrick V.P. Foley, Jr. and Jeffrey Pudlinski v. David Michery, et al.~~

~~On December 13, 2022, Patrick V.P. Foley, Jr. and Jeffrey Pudlinski, purported stockholders, filed~~ a ~~stockholder class action complaint for declaratory and injunctive relief in the Court of Chancery of the State of Delaware against~~certain dealer contains return provision, stating that they may return unsold vehicles after 1 year. Since the Company ~~Mr. Michery, and current~~does not have sufficient relevant statistics of returns yet, we defer revenue recognition until the vehicles have been sold by such dealer or ~~former~~until there is sufficient evidence to justify a reasonable estimate for the amount of consideration to which the Company directors Mr. Novoa, Ms. Winter, Mr. Betor, Mr. Anderson, Mr. Miltner, Mr. Puckett, and Mr. New (the “Foley Lawsuit”). This lawsuit seeks declaratory and injunctive relief under 8 Del. C. §§ 225, 227, and 242 related to the vote on a series of proposal at a special meeting of Company stockholders that was held on December 23, 2022, and asserts claims for breach of fiduciary duty against all Company directors (except Mr. New). The Foley Lawsuit also seeks an award of fees and costs related to this action.

~~On January 5, 2023, the Court consolidated this action with the Robbins Lawsuit (discussed above), appointing lead plaintiffs and lead counsel.~~

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expects to be entitled. For any amounts received (or receivable) for which the Company does not recognize revenue when it transfers products to customers, a refund liability is recognized. These liabilities are disclosed in the Note 12 – Accrued expenses and other current liabilities.

NOTE 1820 – RELATED PARTY TRANSACTIONS
~~Transactions with Affiliates~~Related Party Receivable
Prior to its ~~corporate reorganization~~spinoff as a separate entity and the closing of the Merger on November 5, 2021, ~~Previous Mullen~~the Company operated as a division of ~~Mullen Technologies, Inc. (“MTI”).~~MTI, an entity in which the Company’s CEO had a controlling financial interest and of which he was CEO and Chairman. Subsequent to the ~~corporate reorganization,~~spinoff transaction and Merger on November 5, 2021, the Company ~~has~~processed and disbursed payroll and related compensation benefits for 11 employees that provided ~~management~~services only to MTI and ~~accounting services~~rent costs for facilities utilized by MTI pursuant to a Transition Services Agreement (“TSA”). The terms of the TSA required MTI to repay monthly the amounts advanced by the Company, with penalties calculated at the lower of the prime rate plus 1% or the maximum rate under applicable law charged on the unpaid amounts. The terms of the TSA did not provide for any other payment processing service fee from MTI to the Company except the interest fee on overdue advance balances.
On March 31, 2023, the Company converted approximately $1.4 million of these advances to MTI to a note receivable from MTI. AsThe note bore interest at 10% per year and would mature on March 31, 2025 with a default rate of ~~December 31, 2022,~~15% per annum. By the end of the 2023 fiscal year, the note principal had been increased by additional $0.4 million. The Company incurred approximately ~~$1.2~~$2.5 million and $2.1 million of ~~costs~~disbursements on behalf of MTI, ~~which is reflected~~and charged penalties and interest in amount of approximately $238 thousand and $179 thousand, by December 31, 2023 and September 30, 2023, respectively. No amounts have been collected for the funds advanced through December 31, 2023. Remaining advances, note and interest receivable as at December 31, 2023 and September 30, 2023 are presented within non-current assets onof the consolidated condensed balance ~~sheet.~~sheets.
~~These following individuals comprise~~On January 16, 2023, the ~~board~~Company terminated the TSA with MTI, and received cash from MTI in full settlement of ~~directors of Bollinger Motors and are considers affiliates.~~all then receivable amounts outstanding (refer to Note 22 - Subsequent events).

~~Name of Director~~
~~Company~~
~~Function~~
~~David Michery~~
~~Mullen Automotive~~
~~Chairman, CEO, and President~~
~~Mary Winter~~
~~Mullen Automotive~~
~~Director and Secretary~~
~~Robert Bollinger~~
~~Bollinger Motors~~
~~Founder and CEO~~
~~John Masters~~
~~Bollinger Motors~~
~~Director~~

Director Provided Services
For the three months ended December 31, 2023, our non-employee directors have earned compensation for service on our Board of Directors and Committees of our Board of Directors in amount of $118,250 in cash and $150,000 in shares of common stock. In addition, the following non-employee directors were engaged in certain other consulting contracts with the Company:
William Miltner
William Miltner is a litigation attorney who provides legal services to Mullen Automotive and its subsidiaries. Mr. Miltner also is an elected Director for the Company, beginning his term in August 2021. For the three months ending December 31, ~~2022,~~2023, Mr. Miltner received ~~$146,687~~$14,500 for services rendered. Mr. Miltner has been providing legal services to us since 2020.
~~Ignacio Novoa~~
On June 9, 2022, the board of directors of the Company appointed Ignacio Novoa as a director effective as of June 28, 2022. Prior to his appointment, on January 12, 2022, the Company and Mr. Novoa entered into a 1-year Consulting Agreement, whereby Mr. Novoa provides electric vehicle market research, analysis of market trends in the electric vehicle industry and other research and services.
Mary Winter
On October 26, 2021, the Company entered into a~~1-year~~ consulting agreement with Mary Winter, Corporate Secretary and Director, to compensate for Corporate Secretary Services and director responsibilities for the period from October 1, 2021

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MULLEN AUTOMOTIVE INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

to December 31, 2023, in the amount of ~~$60,000 annually or~~ $5,000 per month. For the 3 months ended December 31, 2023, Ms. Winter is entitled to $15,000 in consulting fees.

NOTE 21 – SEGMENT INFORMATION
Our CEO and Chairman of the Board, as the chief operating decision maker, makes decisions about resources to be acquired, allocated and utilized to each operating segment. The Company is currently comprised of 2 major operating segments:
● Bollinger. The Company acquired the controlling interest of Bollinger Motors Inc. (60%) on September 7, 2022. This acquisition positions Mullen into the medium duty truck classes 4-6, along with the Sport Utility and Pick Up Trucks EV segments.
● Mullen/ELMS. By November 30, 2022, Mullen acquired ELMS’ manufacturing plant in Mishawaka Indiana and all the intellectual property needed to engineer and build Class 1 and Class 3 electric vehicles.
All long-lived assets of the Company are located in the United States of America.
The table below represents main financial information pertaining to the segments (there were no material differences from the last annual report in the basis of segmentation or in the basis of measurement of segment profit or loss).

Segment reporting for the 3 months ended December 31, 2023


Bollinger

Mullen/ELMS

Total
Revenues

$
—

$
—

$
—
Segment's net loss before income taxes

(8,223,042)

(57,496,575)

(65,719,617)
Total segment assets

158,619,890

222,556,630

381,176,520

Segment reporting for the 3 months ended December 31, 2022


Bollinger

Mullen/ELMS

Total
Revenues

$
—

$
—

$
—
Segment's net loss before income taxes

(3,897,767)

(375,056,632)

(378,954,399)
Total segment assets

255,966,515

184,985,524

440,952,039

NOTE 1922 – SUBSEQUENT EVENTS
Company management has evaluated subsequent events through February ~~14, 2023,~~13, 2024, which is the date these ~~condensed consolidated~~ financial statements were available to be issued. Except as discussed below, management has determined that there were no subsequent events which required recognition, adjustment to or disclosure toin the financial statements:
~~Special Shareholder Meeting Results~~
~~At the Special Meeting of Mullen Shareholders held on January 25, 2023, in order to meet~~Continued NASDAQ listing ~~requirements, a proposal for implementation of a reverse stock split~~
On October 26, 2023, Mullen received approval from the Nasdaq Hearings Panel to continue its listing on The Nasdaq Capital Market. This decision was ~~approved, which the company does not plan~~subject to enact in the event the stock eclipses the $1 mark between now and September 6th. Should the price of the Mullen common stock not reach $1 per share, management plans to implement the reverse split at a magnitude determined at that time.two conditions:
1. By January 22, 2024, Mullen must demonstrate a closing bid price of $1 per share for 20 consecutive trading sessions to comply with Listing Rule 5550(a)(2).

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By March 8, 2024, the Company needs to hold an annual shareholder meeting, satisfying Listing Rule 5620(a), which requires providing stockholders an opportunity to discuss company affairs with management.

~~Also at~~On January 24, 2024, the ~~Special~~Company received formal notice from The Nasdaq Stock Market LLC confirming the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

Mullen has scheduled its Annual Meeting of Stockholders to be held on February 29, 2024 to regain compliance with the annual shareholder meeting ~~shareholders approved the proposal to increase the Company’s authorized Common Share capital from 1.75 billion to 5 billion shares and a corresponding increase~~requirement set forth in Nasdaq Listing Rule 5620(a).

Repayment of ~~500,000 shares of the Company’s preferred stock. As a result, Mullen’s authorized capital stock increased from 2.25 billion shares to 5.5 billion shares.~~

~~Series C Preferred Stock Dividend Waiver~~related party receivables

On January ~~13, 2023,~~16, 2024, the Company terminated the Transition Services Agreement between the Company and ~~holders~~Mullen Technologies, Inc., and received cash payment in full settlement of ~~Series C Preferred Stock entered into~~all amounts outstanding (including outstanding notes receivable, advances and related interest and penalties) of approximately $2.7 million (refer to Note 20 – Related party transactions).

Repayment of Promissory Note

The Promissory Note issued to NuBridge Commercial Lending LLC for a ~~waiver agreement pursuant~~principal amount of $5 million (with carrying amount, net of debt discount, of approximately $4.9 million as of December 31, 2023 - see Note 7 - Debt) was repaid by the Company on January 31, 2024, further reducing the overall debt of the Company to which such holders irrevocably waived their right to receive any and all cumulative 15.0% per annum fixed dividends on such Preferred Stock, including all unpaid accrued and accumulated dividends, pursuant to the terms set forth in the Company’s Second Amended and Restated Certificate of Incorporation.

~~Settlement Agreement– Warrants Exercise and Share Issuance~~approximately $2.7 million.

On January 13, 2023, the Company entered into Settlement Agreements and Releases with Acuitas Capital LLC, Jim Fallon and Mank Capital (the “Holders”) pursuant to which the Holders agreed to remit to the Company an aggregate of approximately ~~$17.8 million (collectively, the “Settlement Payment”)~~ ~~for~~ ~~the erroneous issuance by the Company of an aggregate exercise of 1,660,988 warrants for approximately 79 million common shares of stock.~~

In consideration of the settlement, the Holders received the right to purchase (the “Settlement Additional Purchase Right”) additional shares of Series D Preferred Stock and warrants equal to $20 million as provided under the Securities Purchase Agreement, ~~dated as of June 7, 2022 (as amended, the “Series D Securities Purchase Agreement”)~~ of units, consisting of one share of Preferred Stock and 185% Warrants for each share of Preferred Stock issued. The Settlement Additional Purchase Right may be exercised by a Holder in accordance with the same terms that apply to Additional Purchases as described in the Series D Securities Purchase Agreement; provided, however, that if a Holder exercises its Settlement Additional Purchase Right, it shall receive Additional Warrants for shares of Common Stock in exchange for the issue of a promissory note that will bear an annual interest rate of 3.5%.

~~Stock Subscription~~

On January 13, 2023, the Company entered into a promissory note with Acuitas Capital LLC (the “Borrower”) whereby Borrower unconditionally promises to pay the Company the principal amount of $17,721,868, together with all accrued interest thereon, as provided in this Promissory Note. For December 31, 2022, this amount is recorded as a stock subscription receivable.

The promissory note bears an annual interest rate of 3.5% and the aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the earlier of (i) the date on which shares of Common Stock issuable upon conversion of the Series D Preferred Stock and Warrants issued pursuant to the Settlement Additional Purchase Right have been reserved for issuance and that the resale of such reserved shares of Common Stock have been registered on a registration statement filed with the U.S. Securities and Exchange Commission, and (ii) February 1, 2024. The Borrower may prepay at any time.

~~Settlement Agreement– Series D Securities Purchase Agreement~~

On January 13, 2023, the Company entered into a Settlement Agreement and Release in which investors waived the default prior to February 1, 2023, under the Series D Securities Purchase Agreement, and the Notes and the Warrants that were issued pursuant to Amendment No. 3. to the Series D Securities Purchase Agreement. In exchange, the Company grants the investors the right to purchase additional shares of Series D Preferred Stock and warrants in an amount equal to such investor’s pro rata portion of $10 million.

~~Warrants issued pursuant to Settlement Agreements~~

Warrants issued pursuant to the Settlement Additional Purchase Right and the Second Additional Purchase Right will permit cashless exercise to be calculated as a function of the warrant’s Black-Scholes value.

~~Table of Contents~~

The exercise price and number of shares issuable upon exercise of the warrants will further be adjusted upon the occurrence of certain events and holders will be allowed to participate in certain issuances and distributions (subject to certain limitations and restrictions), including certain stock dividends and splits and distributions of assets. The warrants will provide for certain purchase rights whereby if the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock, then the holder will be entitled to acquire such purchase rights which the holder could have acquired if the holder had held the number of shares of Common Stock acquirable upon complete exercise of the warrant. The Company would also agree not to enter into any fundamental, transaction, such as a merger, sale of more than 50% of the outstanding voting shares, sale of substantially all assets, or business combination, unless the successor entity assumes all of the obligations of the Company under the Warrants and the other transaction documents related to the warrants.

The Company must reserve out of authorized and unissued shares a number of shares of Common Stock equal to 250% of the maximum number of shares of Common Stock that are issuable upon exercise of the warrants from time to time. If the Company fails to timely deliver shares upon exercise of the Warrant, the Company will be required to either (A) pay the holder for each trading day on which shares are not delivered 1% of the product of the number of shares not so issued multiplied by the closing sale price of the Common Stock on the trading day immediately preceding the required delivery date, or (B) if the holder purchases shares of Common Stock in anticipation of delivery of shares upon exercise of the Warrant, cash in an amount equal to holder’s total purchase price of such shares. The exercisability of the warrants may also be limited if, upon exercise, the holder and its affiliates would in aggregate beneficially own more than 9.99% of the common stock.

~~Utica Equipment Finance~~

During January 2023, the Company paid a $125,000 underwriting deposit to Utica Equipment Finance (“UEF”) for underwriting a lease commitment of up to $50,000,000. UEF will advance up to 75% of the forced liquidation value of equipment provided to secure the lease. The lease term is 48 months with a lease factor of 2.934% of the funding amount. There is a 10% fee on the funded amount at end of lease term as well as annual fees of $10,000 plus travel costs for annual equipment reinspection. The underwriting deposit is refundable up to $100,000 or will otherwise be used to pay expenses associated with the lease.

~~Common Stock Issuances~~

~~During January, 2023, the Company issued 34,032,329 shares with a value of $9,561,561 which was primarily for CEO Equity Incentive.~~

~~Between January 6, 2023, and February 8, 2023, the Company issued 19,513,727 shares for consulting services with a value of $7,412,744.~~

~~Partial Conversion of~~ ~~$150~~ ~~Million Note~~

On February 9, 2022, approximately $40 million of the $150 million note was converted for 132,013,202 shares of the Company’s common stock and warrants to purchase 244,224,424 shares of common stock.

~~NOTE 20 - RESTATEMENT~~

Prior to the initial issuance of the Company's financial statements for the year ended September 30, 2022, management determined that the warrants issued with the preferred stock did not meet the conditions for equity classification, requiring liability treatment and measured at fair value. In addition, management also discovered that it did not reflect the impact of amendments that resulted in modifications in privileges for the warrants issued with the Series C Preferred Stock, which should have been accounted for as a deemed dividend at the time of modification.

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~~The following table summarizes the impacts of these error corrections on the Company's financial statements for each of the periods presented below:~~

Statement of operations

Impact of correction of error - year
Quarter ended December 31, 2021 (Unaudited)

As previously
reported

Adjustments

As restated

Loss from operations

(14,058,407)

—

(14,058,407)

Other financing costs - initial recognition of warrants at fair value

—

(108,979,229)

(108,979,229)
Revaluation of warrants

—

(10,618,382)

(10,618,382)
Other expenses

(22,405,532)

—

(22,405,532)

Net loss

(36,463,939)

(119,597,611)

(156,061,550)
Loss per share

(2.09)

(8.93)
Weighted average common shares outstanding

17,471,173

17,471,173

Item 2. Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.
The following discussion and analysis is intended to help the reader understand Mullen’s results of operations and financial condition. You should read the following discussion ~~in conjunction with the~~and analysis of our financial ~~statements~~condition and ~~other financial information included elsewhere in this Quarterly Report on Form 10-Q (this~~ “~~Report~~”~~) and~~results of operations together with our audited financial statements and ~~other information presented~~related notes included elsewhere in this Report.
In connection with the Merger Agreement (as defined below), and as disclosed in our ~~Annual~~Current Report on Form ~~10-K, as amended,~~8-K filed with the SEC on November 12, 2021, our fiscal year end changed from December 31 to September 30, effective for ~~the~~our fiscal year ended September 30, 2022. As a result, and unless otherwise indicated, references to our fiscal year 2023 and prior years mean the fiscal year ended on September 30 of such year.
Cautionary Note Regarding Forward-Looking Statements
This ~~discussion and analysis contains~~Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section titled “Risk Factors” in Item 1A above. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation (and expressly disclaim any obligation) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under the section titled “Risk Factors” in Item 1A above may not be exhaustive. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and ~~assumptions. Our~~depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those ~~anticipated~~made in ~~these forward- looking~~or suggested by the forward-looking statements ~~as a result of many factors, including but not limited to those under~~contained in this Report. In addition, even if our results or operations, financial condition and liquidity, and developments in the ~~heading “Risk Factors”~~industry in ~~Part I, Item 1A of our Annual Report on Form 10-K, as amended, filed~~which we operate are consistent with the ~~SEC for the year ended September 30, 2022.~~forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.
Basis of Presentation
AsThe consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries Mullen Investment Properties LLC, a ~~pre-revenue company with no commercial operations, our activities to date~~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. Intercompany accounts and transactions have been ~~limited~~eliminated, if any. The financial statements reflect the consolidated condensed financial position and ~~were conducted primarily~~results of operations of Mullen, which have been prepared in accordance with Generally Accepted Accounting Principles in the United ~~States and our historical~~States. The operating results for interim periods are ~~reported under accounting principles generally accepted in~~not necessarily indicative of results that may be expected for any other interim period or for the ~~United States ("GAAP" or "U.S.GAAP") and in United States ("U.S.") dollars.~~full year.
Components of Results of Operations
We are an early-stage company, and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.
~~Revenues~~
We have not begun commercial operations and do not currently generate any revenue. Once we commence production and commercialization of our vehicles, we expect that the majority of our revenue will be initially derived from direct sales of Commercial Delivery Vehicles (Class 1 – 6), Sport Utility Vehicles ("SUVs") and, subsequently, from flexible leases of our electric vehicles ("EVs").
~~Firm Order Agreement~~
On December 12, 2022, the Company entered into a Firm Order Agreement (the “Order Agreement”) with Randy Marion Isuzu, LLC (“RMI”) pursuant to which RMI agreed during the period ending on December 31, 2023 (unless terminated earlier pursuant to the terms of the Order Agreement) to purchase a total of not less than 6,000 units of the initial production 6,800 units of the vehicles manufactured and produced by the Company. Contemporaneous with the execution of the Order

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~~Agreement, RMI issued~~Results of Operations

Comparison of the Three Months Ended December 31, 2023 to the Three Months Ended December 31, 2022

The following table sets forth our historical operating results for the periods indicated:

Three Months Ended

December 31,


2023

2022

$ Change

% Change


(dollar amounts, except percentages)

Operating expenses:









General and administrative

43,234,052

64,996,011

(21,761,959)

33
%
Research and development

16,169,967

8,622,009

7,547,958

(88)
%
Loss from Operations

$
(59,404,019)

$
(73,618,020)

$
14,214,001

(19)
%

Other income (expense):









Other financing costs - initial recognition of derivative liabilities

—

(255,960,025)

255,960,025

100
%
Loss on derivative liability revaluation

(6,728,981)

(40,781,976)

34,052,995

84
%
Loss on extinguishment of debt, net

—

(6,412,170)

6,412,170

100
%
Gain on sale of fixed assets

75,990

—

75,990

100
%
Gain on lease termination

50,000

—

50,000

100
%
Interest expense

(258,023)

(2,828,089)

2,570,066

91
%
Other income, net

545,416

645,881

(100,465)

16
%
Net loss before income tax benefit

$
(65,719,617)

$
(378,954,399)

$
313,234,782

83
%

Income tax benefit

1,726,238

493,654

1,232,584

250
%
Net loss

$
(63,993,379)

$
(378,460,745)

$
314,467,366

83
%

Net loss attributable to noncontrolling interest

(2,598,481)

(2,184,959)

(413,522)

(19)
%
Net loss attributable to stockholders

$
(61,394,898)

$
(376,275,786)

$
314,880,888

84
%

Accrued accumulated preferred dividends

(21,303)

(638,677)

617,374

97
%
Net loss attributable to common stockholders after preferred dividends

$
(61,416,201)

$
(376,914,463)

$
315,498,262

84
%

Revenues
We are a ~~purchase order for 1,000~~development stage company and have only recently started to generate notable revenues. As we expand production and commercialization of vehicles, ~~and agreed to issue another purchase order on or before May 1, 2023, for no less than 1,000 vehicles. All additional purchase orders required to fulfill~~we expect the ~~order requirement are required~~majority of our revenue to be ~~issued no later than August~~derived from sales of commercial vehicles. We are planning to ramp up production and reach sufficient revenue levels in subsequent periods – primarily from sales of Commercial Delivery Vehicles (Class 1 ~~2023. Products~~– 6). As we continue to develop our product line, we expect additional revenue streams in the future, also from the sales of Sport Utility Vehicles ("SUVs") and the flexible leasing of our electric vehicles ("EVs").
In accordance with ~~less than 500 miles that are not sold after 12 months can be returned~~accounting standards, we recognize revenue from the sale of electric vehicles upon transfer of control to a customer. In general, the control is transferred at the point of delivery to the customer but certain contracts with our dealers contain a return provision, stating that they may return unsold vehicles after 1 year. Since the Company ~~at original pricing, subject~~does not have sufficient relevant statistics of returns yet, we defer revenue recognition until the vehicles have been sold by such dealer or until there is sufficient evidence to ~~certain conditions. The Agreement may be terminated, among other reasons, if RMI ceases~~justify a reasonable estimate for consideration to which the Company expects to be ~~an authorized Mullen dealer or fails~~entitled. Payments from customers are generally expected to ~~function in~~be received within 30-60 days after delivery.

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The tables below disclose information on deliveries of vehicles, revenue recognized, and payments received from our customers over the ordinary course of business or maintain its dealership facilities, voluntary or involuntary bankruptcy, RMI’s conduct adversely affects the Company, or an impairment of RMI’s reputation or financial standing.recent periods.

Invoiced during the year ended September 30, 2023
#

Type

Units Invoiced

Amount invoiced

Cash received

Revenue recognized
1

Urban Delivery -UD0

25

366,000

366,000

366,000
2

Mullen 3 -UU

10

652,200

652,200

—

Total

35

$
1,018,200

$
1,018,200

$
366,000

Invoiced during the quarter ended December 31, 2023
#

Type

Units Invoiced

Amount invoiced

Cash received

Revenue recognized
1

Mullen 3 -UU

131

8,543,820

—

—
2

Urban Delivery -UD1

100

3,363,500

—

—

Total

231

$
11,907,320

$
—

$
—

Cost of Goods Sold
~~To date, we have not recorded cost~~Costs of goods sold ~~as we have not recorded commercial revenue. Once we commence the commercial production and sale of our EVs, we expect cost of goods sold to include mainly~~primarily includes vehicle components and parts, ~~including batteries, direct~~ labor costs, amortized tooling costs, ~~and reserves~~provisions for estimated warranty ~~expenses.~~expenses, and other relevant costs associated with the production of our vehicles.
Research and Development
Research and development expenses increased by approximately $7.5 million or 88% from approximately $8.6 million through the three months ended December 31, 2022, to approximately $16.2 million through the three months ended December 31, 2023. Research and development expenses are primarily comprised of external fees and internal costs for engineering, homologation, prototyping costs and other expenses related to preparation to mass-production of electric vehicles such as Mullen Five EV, Mullen One EV cargo van, etc.

General and Administrative ~~Expense~~
General and administrative ~~(“G&A”)~~ expenses include all non-production expenses incurred by us in any given period. This includes expenses such as professional fees, salaries, rent, repairs and maintenance, utilities and office expense, employee benefits, depreciation and amortization, advertising and marketing, settlements and penalties, taxes, licenses and other expenses. ~~Advertising costs are expensed as incurred and are included in G&A expenses.~~ We expense advertising costs as ~~incurred in accordance with ASC 720-35, “~~~~Other Expenses – Advertising Cost.~~”
~~Research~~incurred. General and ~~Development Expense~~
~~To date, our research and development~~administrative expenses have consisted primarily of external engineering services in connection with the design of our initial EV and development of the first prototype. As we ramp up for commercial operations, we anticipate that research and development expenses will increase for the foreseeable future as we expand our hiring of engineers and designers and continues to invest in new vehicle model design and development of technology.
~~Income Tax Expense / Benefit~~
Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changesdecreased by approximately $21.8 million or 33% from approximately $65.0 million in the ~~tax law. We maintain a valuation allowance against~~three months ended December 31, 2022, to approximately $43.2 million in the ~~full~~three months ended December 31, 2023, primarily due to decreases in compensation to employees, depreciation expense, and lease expense offset by increases in professional fees, utilities, office expense, advertising and promotions expenses.
Other losses
The line item “Other financing costs - initial recognition of derivative liabilities” in the three months ended December 31, 2023 is zero versus the three months ended December 31, 2022 when it amounted to approximately $256 million. Similarly, the derivative liability revaluation loss has decreased by 84% from $40.8 million to $6.7 million. These changes are due to the fact that no additional warrants or convertible notes were issued during the three months ended December 31, 2023 and the monetary value of ~~our U.S.~~relevant obligations has significantly decreased in comparison to the three months ended December 31, 2022 (see Notes 7 and ~~state net deferred tax assets because we believe~~8 to the ~~recoverability of~~financial statements).
Interest Expense
Interest expense decreased by approximately $2.6 million, or 91%, from approximately $2.8 million through the ~~tax assets is not more likely than not.~~three months ended December 31, 2022, to approximately $0.3 million through the three months ended December 31, 2023, primarily due to a decrease in convertible debt that has was fully converted in March, 2023.

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~~Results of Operations~~Net Loss

~~Comparison of~~The net loss attributable to common stockholders (after preferred dividends) was approximately $61.4 million, or $15.32 net loss per share, for the ~~Three Months Ended~~three months ended December 31, ~~2022~~2023, as compared to ~~the Three Months Ended December 31, 2021~~

~~The following table sets forth our historical operating results for the periods indicated:~~

Three Months Ended

December 31,


2022

2021

$ Change

% Change



Operating costs and expenses:









General and administrative

$
64,996,011

$
12,901,084

$
52,094,927

404
%
Research & development

8,622,009

1,157,323

7,464,686

645
%
Total operating costs and expenses

73,618,020

14,058,407

59,559,613

424
%
Loss from operations

$
(73,618,020)

(14,058,407)

(59,559,613)

424
%

Other income (expense):









Other financing costs - initial recognition of derivative liabilities

(255,960,025)

(108,979,229)

(146,980,796)

135
%
Gain / (loss) extinguishment of debt, net

(6,412,170)

74,509

(6,486,679)

(8,706)
%
Revaluation of derivative liabilities

(40,781,976)

(10,618,382)

(30,163,594)

284
%
Interest expense

(2,828,089)

(3,226,769)

398,680

(12)
%
Loan amortization expense

—

(19,212,176)

19,212,176

(100)
%
Deferred tax benefit

493,654

—

493,654

—
%
Other income (expense), net

645,881

(41,096)

686,977

(1,672)
%
Total other expense

(304,842,725)

(142,003,143)

(162,839,582)

115
%
Net loss before accrued preferred dividends and noncontrolling interest

$
(378,460,745)

$
(156,061,550)

$
(222,399,195)

143
%

~~Net~~a net loss ~~before accrued~~attributable to common stockholders after preferred dividends ~~and noncontrolling interest~~
~~Net~~of approximately $376.9 million, or $6,233.08 loss ~~before accrued preferred dividends and noncontrolling interest was $378.5 million and $156.1 million~~per share, for the three months ended December 31, 2022 ~~and 2021, respectively.~~ (giving effect to reverse stock splits, see below).

Operating segments
The ~~$222.4 million or 143% increase in Net loss before accrued preferred dividends~~Company is currently comprised of 2 major operating segments:
● Bollinger Motors. The Company acquired the controlling interest of Bollinger Motors Inc. (60%) on September 7, 2022. This acquisition positions Mullen into the medium duty truck classes 4-6, along with the Sport Utility and Pick Up Trucks EV segments.
● Mullen/ELMS. By November 30, 2022, Mullen acquired ELMS’ manufacturing plant in Mishawaka Indiana and all the intellectual property needed to engineer and build Class 1 and Class 3 electric vehicles.
Reverse Stock Splits and ~~noncontrolling interest was primarily due to a $162.8 million increase in non-cash financing expenses and $59.6 million increase in operating losses to ramp up of development efforts and reflecting~~NASDAQ listing rules compliance
During the ~~addition expenses from the purchase of Bollinger Motors and the purchase of ELMS assets.~~
~~General and Administrative~~
~~General and administrative expenses increased by $52.1 million or 404% to $65.0 million for the three months~~calendar year ended December 31, ~~2022,~~2023 we have completed 3 reverse stock splits in order to regain compliance with NASDAQ Listing Rule 5550(a)(2). In May 2023, we completed a 1-for-25 reverse split of our outstanding shares of common stock. In August 2023, we completed a 1-for-9 reverse split of our outstanding shares of common stock. The last 1-for-100 reverse stock split was effectuated in December 2023.
On January 24, 2024, the Company received formal notice from ~~$12.9 million in~~The Nasdaq Stock Market LLC confirming the ~~three months ended December 31, 2021, primarily due to increases in professional services, marketing, and stock compensation related expenses associated~~Company has regained compliance with the ~~growth~~minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).
Mullen has scheduled its Annual Meeting of ~~personnel and resources necessary~~Stockholders to ~~develop and launch our electric vehicles.~~
~~Research and Development~~
~~Research and development expenses increased by $7.5 million or 645%~~be held on February 29, 2024 to $8.6 million for the three months ended December 31, 2022, versus $1.2 million in the three months ended December 31, 2021. Research and development expenses primarily consist of external engineering, homologation, and prototyping costs. These costs are expected to rise with continuing development of our electric vehicle programs. There will also be incremental research and development costs associatedregain compliance with the ~~recent acquisition of Bollinger Motors for the B1/B2 and Class 4 delivery chassis as well as research and development for the assets acquired~~annual shareholder meeting requirement set forth in ~~the ELMS asset purchase.~~

~~Table of Contents~~

~~Other financing costs – initial recognition of derivative liabilities~~

Other financing costs for the initial recognition of derivative liabilities increased $147 million from $109 million for the three months ended December 31, 2021, to $256.0 million for the three months ended December 31, 2022. This was primarily due to recognition of derivative liabilities upon receipt of the $150 million convertible note.

~~Gain / (loss) on extinguishment of debt, net~~

The loss on debt settlement increased $6.5 million from a gain of $74.5 thousand for the three months ended December 31, 2021, to a loss of $6.4 million for the three months ended December 31, 2022 primarily due to a 2022 settlement with investors claiming losses caused by the Company (23,000,000 common shares issued) and the exchange of old note to Esousa for new replacement note to Esousa.

~~Revaluation of derivative liabilities~~

~~The revaluation of derivative liabilities increased $30.2 million from $10.6 million for the three months ended December 31, 2021 to $40.8 million for the three months ended December 31, 2022.~~

~~Interest expense~~

Interest expense decreased by $0.4 million or 12% to $2.8 million for the three months ended December 31, 2022 from $3.2 million for the three months ended December 31, 2021, primarily due to the decrease in the convertible debt balance as well as from the paydown of debt principal during the quarter ended December 31, 2022.

~~Loan amortization expense~~

~~Loan amortization expense decreased $19.2 million to zero for the three months ended December 31, 2022, from $19.2 million for the three months ended December 31, 2021.~~

~~Deferred tax benefit~~

Deferred tax benefit increased $0.5 million to $0.5 million for the three months ended December 31, 2022 as compared to zero for the three months ended December 31, 2021 due to an adjustment in permanent timing differences for amortization expense.

~~Other income (expense), net~~

Other income (expense), net increased $0.7 million to $0.6 million for the three months ended December 31, 2022 as compared to $41 thousand of other expense, net for the three months ended December 31, 2021. Activity for the three months ended December 31, 2022 includes an $8.9 million financing loss from conversion of excess stock issued and a $10 million gain on conversion of convertible notes into common shares of the Company.Nasdaq Listing Rule 5620(a).

Liquidity and Capital Resources

~~As of the~~To date, ~~of this Quarterly Report,~~ we have yet to generate any significant revenue from our business operations. ~~To date, we~~We have funded our capital expenditure and working capital requirements through the sale of equity ~~and debt capital,~~securities, as further discussed below. Our ability to successfully ~~commence commercial operations and~~ expand our business will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.

AsThe Company's principal source of liquidity consists of existing cash and restricted cash of approximately $88.9 million as of December 31, ~~2022, our~~2023. During the three months ended December 31, 2023, the Company used approximately $59.9 million of cash ~~and cash equivalents (excluding restricted cash)~~for operating activities. The net working capital on December 31, 2023 amounted to ~~$68~~approximately $47.1 million, ~~primarily due~~or approximately $79.3 million after excluding derivative liabilities and liabilities to ~~$150~~issue stock that are supposed to be settled by issuing common stock without using cash. For the three months ended December 31, 2023, the Company has incurred a net loss of $64 million ~~from~~and, as of December 31, 2023, our accumulated deficit was $1,923.6 million.

The Company is evaluating strategies to obtain the ~~issuance~~required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt, or entering other financing arrangements, and restructuring of ~~convertible notes.~~operations to grow revenues and decrease expenses. However, given the impact of the economic downturn on the U.S. and global financial markets, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

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~~We expect~~Despite these efforts, there can be no assurance that our ~~capital expenditures and working capital requirements~~plans will be successful in alleviating the substantial doubt about our ability to ~~increase substantially~~continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty, such as the potential need to liquidate assets, restructure operations, or make other significant changes to the business model.

COVID-19

During the three months ended December 31, 2023, the COVID-19 pandemic did not have a material impact on our operating results. The Company has not observed any impairments of its assets or a significant change in the ~~near term, as we seek to produce our initial EVs, develop our customer support and marketing infrastructure and expand our research and development efforts. We may need additional cash resources~~fair value of its assets due to ~~changed~~the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business ~~conditions~~ or ~~other developments, including unanticipated delays in negotiations with OEMs and tier-one automotive suppliers~~results of operations, financial condition, or other suppliers, supply chain challenges, disruptions due to COVID-19, competitive pressures, and regulatory developments, among other developments. See Note 1 to the condensed consolidated financial statements included elsewhere in this Quarterly Report.liquidity.

Debt

To date, our current working capital and development needs have been primarily funded through the issuance of convertible indebtedness, convertible preferred stock and ~~Common Stock. Short-term debt~~common stock. Debt comprises ~~a significant~~an insignificant component of our funding needs. Short-term debt is generally defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of one year of more. For further information on the Company’s debt, see Note 6 – Debt.

~~Short and Long-Term Debt~~

The short-term debt classification primarily is based upon loans due within twelve-months from the balance sheet date, in addition to loans that have matured and remain unpaid. Management plans to renegotiate matured loans with creditors for favorable terms, such as reduce interest rate, extend maturities, or both; however, there is no guarantee favorable terms will be reached. Until negotiations with creditors are resolved, these matured loans remain outstanding and will be classified within short-term debt on the balance sheet. Interest and fees on loans are being accounted for within accrued interest.

The ~~loans are secured~~following is a summary of our debt as of December 31, 2023:

Net Carrying Value

Unpaid Principal

Contractual

Contractual
Type of Debt

Balance

Current

Long-Term

Interest Rate

Maturity
Matured notes

$
2,398,881

$
2,398,881

$
—

0.00 - 10.00
%
2019 - 2021
Real estate note

5,000,000

5,000,000

—

8.99
%
2024
Loan advances

332,800

332,800

—

0.00 - 10.00
%
2016 - 2018
Less: debt discount

(109,525)

(109,525)

—

Total Debt

$
7,622,156

$
7,622,156

$
—

The Promissory Note issued to NuBridge Commercial Lending LLC for a principal amount of $5 million (with carrying amount, net of debt discount, of approximately $4.9 million as of December 31, 2023) was repaid by ~~substantially all~~ the ~~Company’s assets. Several principal stockholders have provided loans to and hold convertible~~Company on January 31, 2024, further reducing the overall debt of the Company ~~and are related parties.~~to approximately $2.7 million.
Cash Flows
The following table provides a summary of ~~Mullen’s~~our cash flow data for the three months ended December 31, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended December 31,

Three Months Ended December 31,

Net cash provided by (used in):

2022

2021


2023

2022

Operating activities

$
(33,227,692)

$
(14,712,803)

$
(59,891,553)

$
(33,227,692)

Investing activities

(93,718,182)

(10,462,219)

(6,865,681)

(93,718,182)

Financing activities

150,000,000

25,194,308

—

150,000,000

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Cash Flows used in Operating Activities

Our cash flow used in operating activities to date has been primarily comprised of costs related to research and development, payroll and other general and administrative activities. As we continue to ramp up hiring ahead of starting commercial operations, we expect our cash used in operating activities to increase ~~significantly~~ before we start to generate any material cash flow from our business.

Net cash used in operating activities was ~~$33.2~~$59.9 million ~~for the three months ended December 31, 2022, a 126% increase from $14.7 million net cash used in activities~~ in the three months ended December 31, ~~2021.~~2023, an 80% increase from $33.2 million net cash used during the three months ended December 31, 2022.

Cash Flows used in Investing Activities

Our cash flows used in investing activities, ~~increased due~~ to ~~the ELMS asset purchase (see NOTE 4 – Purchase~~date, have been comprised mainly of ~~assets from ELMS).~~purchases of equipment.

Net cash used in investing activities was ~~$93.7~~$6.9 million in the three months ended December 31, ~~2022, an increase~~2023, a 93% decrease from ~~$10.5~~$93.7 million used in investing activities in the three months ended December 31, ~~2021.~~

~~Table~~2022. The primary factor of ~~Contents~~the change was the ELMS assets acquisition during the three months ended December 31, 2022.

Cash Flows provided by Financing Activities

Through December 31, ~~2022,~~2023, we have financed our operations primarily through the issuance of convertible notes and equity ~~securities, and warrants.~~ securities.

Net cash provided by financing activities was $0.0 for the three months ended December 31, 2023, as compared to $150 million for the three months ended December 31, 2022, ~~an increase~~when we issued convertible notes in lieu of ~~$124.8 million over the three months ended December 31, 2021.~~preferred shares.

Contractual Obligations and Commitments

The following tables summarizes our contractual obligations and other commitments for cash expenditures as of December 31, ~~2022,~~2023, and the years in which these obligations are due:

Operating Lease Commitments


	Scheduled		Scheduled
Years Ended December 31,	Payments
2023 (9 months)	$	2,134,292
2024		2,700,815
Years Ended September 30,			Payments
2024 (9 months)			$	2,276,166
2025		2,088,711		5,498,855
2026		243,539		4,044,143
2027		15,173		3,962,569
2028				3,728,589
Thereafter		—		1,874,007
Total Future Minimum Lease Payments	$	7,182,530	$	21,384,329

We currently lease our headquarters space in the Los Angeles area under a single lease classified as an operating lease expiring in March 2026. We have not executed any binding agreement for leases beyond 2026.Non-convertible secured promissory note

On ~~June 29, 2022,~~December 18, 2023, Mullen entered into a Debt Agreement to issue a non-convertible secured promissory note (the “Note”) with a principal amount of $50 million, purchased for $32 million, reflecting an $18 million original issue discount. The Note, which does not include conversion rights, stock, warrants, or other securities, aims to raise capital for the Company's manufacturing operations. The issuance of this non-convertible Note is scheduled for the first trading day when all closing conditions are met. By February 12, 2024, the loan has not been received. The $18 million original issue discount was considered a settlement cost related to a dispute over financings that occurred during the fiscal year ended September 30, 2023. The $18 million settlement cost has been accrued as of September 30, 2023 and is included as accrued

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expenses and other liabilities at December 31, 2023 and September 30, 2023. When the debt is issued the $18 million will be reclassified to note payable.

The Note will incur 10% annual interest, escalating to 18% post-Event of Default. It matures three months post-issuance. The Note's terms allow for accelerated repayment upon default, requiring the Company ~~signed a lease with~~to pay the ~~Lakeview Business Center, LLC.~~principal, accrued interest, and other due amounts. The ~~leased property~~Note is ~~located at Suite 100, 100 Technology Drive, Irvine, CA 92618. The approximate rentable space is 31,603 rentable square feet~~secured by the Company’s assets and imposes restrictions on the Company, limiting additional debt, asset liens, stock repurchases, outstanding debt repayment, and affiliate transactions, except for specified exceptions. It mandates prepayment of ~~office space. The new lease will expire in July 2025, with an option to renew for a further 36 months. Under this lease arrangement,~~ the ~~present value~~principal from net proceeds of ~~future lease payments is $654,636.~~any subsequent financing.

Scheduled Debt Maturities

The following are scheduled debt ~~maturities:~~maturities as of December 31, 2023:

Years Ended December 31,


2023 (9 months)

2024

2025

2026

2027

2028

Thereafter

Total
Total Debt

$
93,837,257

$
4,890,475

$
—

$
—

$
—

$
—

$
—

$
98,727,732

Year Ended September 30,


2024

2025

2026

2027

Thereafter

Total
Total Debt

$
7,622,156

$
—

$
—

$
—

$
—

$
7,622,156
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements, as defined under SEC rules.
Critical Accounting Policies and Estimates
Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these financial statements, our management is required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Management considers an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated condensed financial statements.

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Our significant accounting policies are described in Note 3 to the consolidated condensed ~~consolidated~~ financial statements included elsewhere in this Quarterly Report. Because we are a pre-revenue company without commercial operations, management believes it does not currently have any critical accounting policies or estimates.statements. Management believes ~~that~~none of the accounting policies ~~most likely to become~~and estimates are considered critical infor the ~~near future are those described below.~~

~~Stock-Based Compensation~~

~~We recognize the cost~~preparation of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. Our management reverses previously recognized costs for unvested options in the period that forfeitures occur. Mullen determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:these consolidated condensed financial statements.

●

~~Expected Term~~~~—We use the simplified method when calculating the expected term due to insufficient historical exercise data.~~

●

~~Expected Volatility~~~~—As our shares were not actively traded during the periods presented, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.~~

●

~~Expected Dividend Yield~~~~—The dividend rate used is zero as we have never paid any cash dividends on Common Stock and does not anticipate doing so in the foreseeable future.~~

●

~~Risk-Free Interest Rate~~~~—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.~~

Recent Accounting Pronouncements

Accounting standard updates issued but not yet ~~added~~effective were assessed and determined to be either not applicable or not expected to have a material impact on our consolidated condensed financial ~~statements.~~statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not ~~applicable.~~Applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We are ~~subject to the periodic reporting requirements of the Exchange Act that requires designing~~responsible for establishing and maintaining disclosure controls and procedures ~~to provide reasonable assurance~~(“DCP”) that information we disclose in reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and proceduresare designed to ensure that information required to be disclosed by us in the reports ~~that we file~~filed by us under the Securities Exchange Act of 1934, as amended, or ~~submit under~~ the Exchange Act, isis: (a) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (b) accumulated and communicated to our management, including our principal executive ~~officer~~ and principal financial officer, ~~as appropriate,~~ to allow ~~for~~ timely decisions regarding required disclosures.
~~As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s management~~We conducted an evaluation ~~under the supervision and with the participation~~pursuant to Rule 13a-15 of the ~~Chief Executive Officer and the Chief Financial Officer,~~Exchange Act of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer each concluded, as of the end of the period, our ~~disclosure controls and procedures were not effective~~DCP as of December 31, ~~2022, due to material weaknesses in internal control over financial reporting that were disclosed in~~2023, under the supervision and with the participation of our ~~Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and as described below.~~management, including our

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~~Material Weaknesses in Internal Control Over~~Chief Executive Officer and Chief Financial ~~Reporting~~

~~As previously disclosed in~~Officer. Based on that evaluation, our ~~Annual report on Form 10-K filed with~~Chief Executive Officer and Chief Financial Officer concluded that our DCP were not effective at the ~~SEC, we identified~~reasonable assurance level as of December 31, 2023 because of material weaknesses in ~~our~~the Company’s internal control over financial reporting ~~during the preparation of our financial statements for the year ended September 30, 2022. Under standards established by the PCAOB, a~~described below.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected ~~and corrected~~ on a timely basis.

~~The material weaknesses in~~In conducting our annual review of our internal control over financial reporting ~~as of September 30, 2022, are summarized as follows:~~

●

~~We determined that we did not have sufficient accounting systems and procedures in place, particularly in the areas of specialized accounting for complex debt and equity transactions.~~

●

We determined that we did not have sufficient policies and procedures to ensure the appropriate review and approval of user access rights to our accounting system; and lack of approval of journal entries and segregation of duties in our financial reporting process.

●

~~We determined that our information technology infrastructure does not provide sufficient safeguards required by the COBIT framework.~~

~~Remediation Efforts to Address Previously Identified Material Weaknesses~~

~~As previously described in Item 9A of our Annual Report on Form 10-K~~ for the year ended September 30, ~~2022,~~2023, we ~~began implementing remediation plans to address~~identified the following material ~~weaknesses. The~~ weaknesses ~~will~~described below.

●

Based on management’s review of key accounting and information technology policies and procedures, we have determined that although such policies and procedures exist, they are not all formalized in a written procedure format that is up to date.

●

As a result of absence of formalized review of key controls across several business processes and/or insufficiently formalized documentation evidencing such review, management’s ability to evaluate the design and monitor the effective operation of these preventative and detective internal controls is limited. Accordingly, management’s ability to timely detect, prevent and remediate deficiencies and potential risks has been assessed as inadequate.

●

The Company identified certain design deficiencies in its management and analytical review controls associated with the financial close process. These deficiencies, individually or in the aggregate, combined with inadequate compensating controls, created a reasonable possibility that a material misstatement to the consolidated condensed financial statements might not be prevented or detected on a timely basis.

●

The Company lacks in-house accounting expertise to identify rights and obligations reflected in non-standard agreements, requiring specialized accounting for complex transactions.

●

The Company’s internal control system as well as disclosure controls and procedures failed to ensure the Company properly presents certain related party disclosures in the financial statements for the year ended September 30, 2022, as discussed in the Note 20 to the financial statements for the year ended September 30, 2023.

During the three months ended December 31, 2023, these control deficiencies did not result in identified material misstatements in our consolidated condensed financial statements; however, the control deficiencies described above created a more than remote possibility that a material misstatement in the consolidated condensed financial statements would not be ~~considered remediated until~~prevented or detected on a timely basis. Therefore, our management concluded that the ~~applicable controls operate for a sufficient period and~~deficiencies represent material weaknesses.

Based on the performance of additional procedures by management designed to ensure reliability of financial reporting, the Company’s management has concluded ~~through testing,~~ that, ~~these controls are operating effectively. We expect that most~~notwithstanding the material weaknesses described above, the consolidated condensed financial statements, included in this Form 10-Q, fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows as of the ~~remediation of these material weaknesses will be completed by~~dates, and for the ~~end of fiscal 2023.~~periods presented, in conformity with U.S. GAAP.

~~Changes in Internal Control over Financial Reporting~~Remediation Efforts to Address the Material Weaknesses

~~There were no changes in our~~While the Company has significantly improved its internal control over financial reporting, ~~that occurred~~the material weaknesses remain un-remediated as of December 31, 2023, and the Company’s remediation efforts will continue to take place in 2024.

During the three months ended December 31, 2023, the management continued implementing actions in accordance with the remediation plan, including:

●

Improvement of accounting policies and procedures.

●

Development of systems and IT tools to enable the effectiveness and consistent execution of controls over timely and accurate accounting for certain transactions.

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●

Consulting with independent accounting firm on accounting and valuation matters.

Changes in Internal Control Over Financial Reporting

The following changes in internal control took place during the three months ended December 31, ~~2022,~~2023 that ~~have~~ materially affected, or are reasonably likely to materially affect, our internal control over financial ~~reporting.~~reporting:

●

In the fourth quarter of the year ended September 30, 2022, the Company acquired a controlling interest (60%) in a substantial subsidiary, Bollinger Motors, Inc. During the three months ended December 31, 2023, as part of our ongoing integration activities, management has been considering the controls design to be incorporated into this business concurrent with the augmentation of our Company-wide controls.

●

During the three months ended December 31, 2023, the Company started considerable production and sales activities and is implementing internal control procedures related to ASC 606.

●

Management of the Company has launched a substantial upgrade of information systems to implement a new enterprise resource planning system (SAP) that is expected to go live in April, 2024.

In addition to the remedial actions taken to date, the Company is considering the full extent of the procedures to implement in order to remediate the material weaknesses described above. Currently, the remediation plan includes:

●

Revising and enhancing effectiveness of the controls put in place during previous periods, including those mentioned above.

●

Continuing to implement processes and controls to better manage and monitor our financial reporting risks, including enhancing the usage of technology and tools.

●

Continuing professional training and education on accounting subjects for accounting staff.

● Enhancing management review controls related to our financial statement close and financial reporting involving estimates, judgments, and assumptions.
● Augmenting the design of the financial statement closing and financial reporting process including documentation of accounting treatment of significant and unusual transactions.
The actions that we are taking are subject to ongoing management review and audit committee oversight. We believe these measures will aid to remediate the control deficiencies that gave rise to the material weaknesses, but the material weaknesses will not be considered fully remediated until controls have been designed and implemented for a sufficient period of time, and properly tested for our management to conclude that the control environment is operating effectively.
We are committed to continuing to improve our internal control processes, and, as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of the remediation measures described above.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and processes as well as internal control over financial reporting, we recognize that any controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Because of its inherent limitations, any internal control system, no matter how well designed and operated, is based upon certain judgments and assumptions, and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Projections of any evaluation of effectiveness to future

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periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings
~~Information with respect~~Material pending legal proceedings, other than ordinary routine litigation incidental to ~~this item may be found~~the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, are described in the “Note ~~17 – Commitments~~19 - Contingencies and ~~Contingencies~~Claims” of the ~~“Notes~~notes to ~~Unaudited Consolidated Financial Statements”~~the consolidated condensed financial statements included elsewhere in ~~Part I, Item 1 of~~ this Quarterly Report on Form 10-Q ~~which is~~and incorporated herein by reference.
Item 1A. Risk Factors
In addition to the information set forth in this Report, you should read and consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K, as amended, for the year ended September 30, ~~2022 filed with the SEC,~~2023 which could materially affect our business, financial condition, or future results of operation. The risks described in such report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to have a material adverse effect on our business, financial condition and/or future operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In addition to the following, sales of securities not registered under the Securities Act of 1933, as amended, during the period covered by this Report have been previously reported in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission:
On September 30, 2022, Esousa informed the Company that its sustained economic damages due to its inability to receive common stock upon conversion notification (due to the insufficiency of authorized shares) and its internal standstill agreement not to sell any shares of the Company’s common stock. On October 25, 2022, the Company’s Board of Directors approved the settlement agreement and authorized the issuance of 23,000,000 shares of common stock to Esousa to settle any potential claims related to the Exchange Agreement dated October 14, 2022.
~~The issuance of the shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.~~None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
~~None.~~Director and Officer Trading Arrangements
None of the Company's directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's quarter ended December 30, 2023.

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Item 6. Exhibits
Exhibit No.

Description
~~2.1~~

First Amendment to the Common Stock Purchase Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., and Robert Bollinger (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 14, 2022).
~~2.2~~

First Amendment to the Cash Escrow Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 14, 2022).
~~2.3~~

First Amendment to the Stock Reservation Agreement, dated as of October 7, 2022, by and among Mullen Automotive Inc., Bollinger Motors, Inc., Robert Bollinger and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 14, 2022).
3.1

Certificate of ~~Mullen Automotive Inc. Increasing Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock (incorporated by reference to Exhibit 4.1(d)~~Amendment to the ~~Company's Registration Statement on Form S-3, filed with the SEC on October 17, 2022).~~
~~3.2~~

~~Amendment No. 3 to the~~Second Amended and Restated ~~Bylaws~~Certificate of ~~Mullen Automotive Inc., as amended~~Incorporation filed on December 20, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form ~~8-K,~~8-K/A, filed with the SEC on ~~November 14, 2022).~~December 21, 2023)
~~3.3~~3.2

~~Certificate of Designation of Series AA Preferred Stock, filed~~Amended and Restated Bylaws, as November ~~14, 2022~~30, 2023 (incorporated by reference to Exhibit ~~3.1~~3.2 to the Company’s ~~Current~~Annual Report on Form ~~8-K,~~10-K, filed with the SEC on ~~November 14, 2022).~~January 17, 2024)
10.1

~~Exchange~~Securities Purchase Agreement, dated ~~as of October 14, 2022,~~December 18, 2023, by and among Mullen Automotive Inc. and ~~Esousa Holdings LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2022).~~
~~10.2~~

Secured Convertible Note and Security Agreement dated October 14, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2022).
~~10.3~~

~~Subscription and Investment Representation Agreement, dated November 14, 2022, by and between Mullen Automotive Inc. and~~ the purchaser ~~signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 14, 2022).~~
~~10.4~~

~~Amendment No. 3 to the Securities Purchase Agreement, dated November 15, 2022, by and between Mullen Automotive Inc. and the buyers~~ named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on ~~November 21, 2022).~~
~~10.5~~

~~Form of Convertible Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 21, 2022).~~
~~10.6~~

~~Firm Order Agreement dated~~ December ~~12, 2022, between Randy Marion Isuzu, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2022).~~22, 2023)
31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of ~~1934.~~1934
31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of ~~1934.~~1934
32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350
101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH

Inline XBRL Taxonomy Extension Schema Document
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document
104

Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101)
*
* Filed herewith (furnished herewith with respect to Exhibit 32.1).

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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mullen Automotive Inc.

February ~~14, 2023~~13, 2024

By:
/s/ David Michery

David Michery

Chief Executive Officer, President and Chairman of the Board

(Principal Executive ~~Officer)~~Officer and duly authorized officer)

/s/ Jonathan New

Jonathan New

Chief Financial Officer

(Principal Financial ~~and Accounting~~ Officer)

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~~Delaware~~
Delaware		86-3289406
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification ~~Number)~~No.)


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


Large ~~Accelerated Filer~~accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐