Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Entity File Number | 001-34887 | |
Entity Registrant Name | MULLEN AUTOMOTIVE INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 90-1025599 | |
Entity Address State Or Province | CA | |
Entity Address, Address Line One | 1405 Pioneer Street | |
Entity Address, City or Town | Brea | |
Entity Address, Postal Zip Code | 92821 | |
City Area Code | 714 | |
Local Phone Number | 613-1900 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MULN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 332,443,385 | |
Entity Central Index Key | 0001499961 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 (this “Amendment No. 1”) to our Quarterly Report on Form 10-Q for the period ended March 31, 2022, which was initially filed with the Securities and Exchange Commission on May 16, 2022 (the “Original Filing”), is being filed to amend the following: (i) statements regarding the status of our loan with Drawbridge Investments, LLC, which inadvertently stated was in default but it is not in default, (ii) the dollar amount of preferred shares issued in exchange for convertible debt for the six months ended March 31, 2022 in the Condensed Consolidated Statements of Cash Flows, (iii) in Note 17 - Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements and Part II, Item 2. (Unregistered Sales of Equity Securities and Use of Proceeds), the description of the arrangement with, and issuance of shares to, Preferred Management Partners, Inc., (iv) in Note 19 - Subsequent Events of the Notes to Condensed Consolidated Financial Statements, the number of shares issued to CEOcast, Inc. on 4/18/2022 and the total shares in the preceding paragraph, and (v) the reference to the period ended of this Form 10-Q in exhibit 32.1. |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 65,150,095 | $ 42,174 |
Restricted Cash | 131,793 | |
Materials and supplies | 55,753 | 55,753 |
Deferred advertising | 48,855 | 261,550 |
Prepaid Expenses | 3,282,245 | 6,201,247 |
Other current assets | 51,553 | 250,331 |
Notes Receivable | 15,090,552 | 90,552 |
TOTAL CURRENT ASSETS | 83,810,846 | 6,901,607 |
Property, equipment and leasehold improvements, net | 13,053,935 | 1,181,477 |
Intangibles assets, net | 2,296,016 | 2,495,259 |
Right-of-use assets | 2,066,049 | 2,350,929 |
Other assets | 3,979,334 | 4,243,222 |
TOTAL ASSETS | 105,206,180 | 17,172,494 |
CURRENT LIABILITIES | ||
Accounts payable | 4,173,500 | 5,206,310 |
Accrued expenses and other current liabilities | 21,596,300 | 19,126,765 |
Liability to issue shares | 0 | 7,027,500 |
Lease liabilities, current portion | 651,494 | 599,898 |
Notes payable, current portion | 16,859,080 | 39,200,970 |
TOTAL CURRENT LIABILITIES | 43,280,374 | 71,161,443 |
Notes payable, net of current portion | 5,228,788 | 247,612 |
Lease liabilities, net of current portion | 1,523,158 | 1,857,894 |
Other liabilities | 5,617,192 | 5,617,192 |
TOTAL LIABILITIES | 55,649,512 | 78,884,141 |
Commitments and Contingencies (Note 17) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock; $0.001 par value; 58,000,000 shares authorized; 11,088,916 and 5,667,682 shares issued and outstanding at March 31, 2022 and September 30, 2021 respectively. | 11,089 | 5,668 |
Common Stock; $0.001 par value; 500,000,000 shares authorized; 288,195,730 and 7,048,387 issued and outstanding at March 31, 2022 and September 30, 2021 respectively. | 289,782 | 7,048 |
Additional Paid-in Capital | 268,667,769 | 88,650,286 |
Accumulated Deficit | (219,411,972) | (150,374,649) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 49,556,668 | (61,711,647) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 105,206,180 | $ 17,172,494 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Sep. 30, 2021 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 58,000,000 | 58,000,000 |
Preferred Stock, Shares Issued | 11,088,916 | 5,667,682 |
Preferred Stock, Shares Outstanding | 11,088,916 | 5,667,682 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 289,784,112 | 7,048,387 |
Common Stock, Shares, Outstanding | 289,784,112 | 7,048,387 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING EXPENSES | ||||
General and administrative | $ 29,269,433 | $ 4,676,740 | $ 42,170,516 | $ 7,629,418 |
Research and development | 1,183,437 | 538,271 | 2,340,761 | 1,056,294 |
Total Operating Expense | 30,452,870 | 5,215,011 | 44,511,277 | 8,685,712 |
Loss from Operations | (30,452,870) | (5,215,011) | (44,511,277) | (8,685,712) |
Interest expense | (2,120,515) | (4,092,759) | (24,559,459) | (6,499,089) |
Loss on debt settlement | (41,096) | |||
Gain on extinguishment of indebtedness, net | 10,000 | 74,509 | 890,581 | |
Net Loss | $ (32,573,385) | $ (9,297,770) | $ (69,037,323) | $ (14,294,220) |
Net Loss per Share, Basic | $ (0.63) | $ (1.81) | $ (1.99) | $ (2.85) |
Net Loss per Share, Diluted | $ (0.63) | $ (1.81) | $ (1.99) | $ (2.85) |
Weighted average shares outstanding, basic | 51,392,988 | 5,135,797 | 34,639,857 | 5,020,144 |
Weighted average shares outstanding, diluted | 51,392,988 | 5,135,797 | 34,639,857 | 5,020,144 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Preferred StockSeries A Preferred Stock | Preferred StockSeries B Preferred Stock | Preferred StockSeries C Preferred Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Series A Preferred Stock | Total |
Balance, beginning at Sep. 30, 2020 | $ 116 | $ 5,568 | $ 5,086 | $ 63,619,280 | $ (106,134,069) | $ (42,504,019) | ||
Balance, beginning (in shares) at Sep. 30, 2020 | 116,789 | 5,567,319 | 5,086,225 | |||||
Warrant issuances | 2,092,337 | 2,092,337 | ||||||
Beneficial conversion feature of convertible debt | 172,663 | 172,663 | ||||||
Stock-based compensation | $ 39 | 1,241,366 | 1,241,405 | |||||
Stock-based compensation (in shares) | 38,561 | |||||||
Net loss | (4,996,450) | (4,996,450) | ||||||
Balance, ending at Dec. 31, 2020 | $ 116 | $ 5,568 | $ 5,125 | 67,125,646 | (111,130,519) | (43,994,064) | ||
Balance, ending (in shares) at Dec. 31, 2020 | 116,789 | 5,567,319 | 5,124,786 | |||||
Balance, beginning at Sep. 30, 2020 | $ 116 | $ 5,568 | $ 5,086 | 63,619,280 | (106,134,069) | (42,504,019) | ||
Balance, beginning (in shares) at Sep. 30, 2020 | 116,789 | 5,567,319 | 5,086,225 | |||||
Dividends accumulated on preferred stock | $ 0 | |||||||
Net loss | (14,294,220) | |||||||
Balance, ending at Mar. 31, 2021 | $ 116 | $ 5,568 | $ 5,148 | 70,830,848 | (120,428,289) | (49,586,609) | ||
Balance, ending (in shares) at Mar. 31, 2021 | 116,789 | 5,567,319 | 5,147,912 | |||||
Balance, beginning at Dec. 31, 2020 | $ 116 | $ 5,568 | $ 5,125 | 67,125,646 | (111,130,519) | (43,994,064) | ||
Balance, beginning (in shares) at Dec. 31, 2020 | 116,789 | 5,567,319 | 5,124,786 | |||||
Common shares issued for cash | $ 23 | 1,104,779 | 1,104,802 | |||||
Common shares issued for cash (in shares) | 23,126 | |||||||
Warrant issuances | 870,428 | 870,428 | ||||||
Beneficial conversion feature of convertible debt | 98,335 | 98,335 | ||||||
Stock-based compensation | 1,631,660 | 1,631,660 | ||||||
Dividends accumulated on preferred stock | 0 | |||||||
Net loss | (9,297,770) | (9,297,770) | ||||||
Balance, ending at Mar. 31, 2021 | $ 116 | $ 5,568 | $ 5,148 | 70,830,848 | (120,428,289) | (49,586,609) | ||
Balance, ending (in shares) at Mar. 31, 2021 | 116,789 | 5,567,319 | 5,147,912 | |||||
Balance, beginning at Sep. 30, 2021 | $ 100 | $ 5,568 | $ 7,048 | 88,650,286 | (150,374,649) | (61,711,647) | ||
Balance, beginning (in shares) at Sep. 30, 2021 | 100,363 | 5,567,319 | 7,048,387 | |||||
Common shares issued for cash | $ 7,704 | 10,886,955 | 10,894,659 | |||||
Common shares issued for cash (in shares) | 7,704,082 | |||||||
Common shares issued for asset | $ 109 | 140,891 | 141,000 | |||||
Common shares issued for asset (in shares) | 109,412 | |||||||
Preferred shares issued for cash | $ 2,264 | 19,997,736 | 20,000,000 | |||||
Preferred shares issued for cash (in shares) | 2,263,970 | |||||||
Preferred shares issued to settle liability to issue | $ 85 | 704,915 | 705,000 | |||||
Preferred shares issued to settle liability to issue (in shares) | 84,900 | |||||||
Warrant issuances | 10,491,621 | 10,491,621 | ||||||
Shares issued for conversion of debt | $ 2,829 | 24,988,926 | 24,991,755 | |||||
Shares issued for conversion of debt (in shares) | 2,829,029 | |||||||
Stock-based compensation | $ 443 | 4,424,825 | 4,425,268 | |||||
Stock-based compensation (in shares) | 443,124 | |||||||
Common shares issued to settle liability to issue | $ 131 | 1,034,681 | 1,034,812 | |||||
Common shares issued to settle liability to issue (in shares) | 131,477 | |||||||
Prefunded warrant issuance | 15,000,000 | 15,000,000 | ||||||
Issuance of common stock for conversion of preferred stock | $ (85) | $ 8,500 | (8,415) | |||||
Issuance of common stock for conversion of preferred stock (in shares) | (84,996) | 8,499,680 | ||||||
Net loss | (36,463,938) | (36,463,938) | ||||||
Balance, ending at Dec. 31, 2021 | $ 15 | $ 5,568 | $ 5,178 | $ 23,935 | 176,312,421 | (186,838,587) | (10,491,470) | |
Balance, ending (in shares) at Dec. 31, 2021 | 15,367 | 5,567,319 | 5,177,899 | 23,936,162 | ||||
Balance, beginning at Sep. 30, 2021 | $ 100 | $ 5,568 | $ 7,048 | 88,650,286 | (150,374,649) | (61,711,647) | ||
Balance, beginning (in shares) at Sep. 30, 2021 | 100,363 | 5,567,319 | 7,048,387 | |||||
Dividends accumulated on preferred stock | 0 | |||||||
Net loss | (69,037,323) | |||||||
Balance, ending at Mar. 31, 2022 | $ 2 | $ 935 | $ 10,152 | $ 289,782 | 268,667,769 | (219,411,972) | 49,556,668 | |
Balance, ending (in shares) at Mar. 31, 2022 | 1,934 | 2,783,659 | 8,303,323 | 289,784,112 | ||||
Balance, beginning at Dec. 31, 2021 | $ 15 | $ 5,568 | $ 5,178 | $ 23,935 | 176,312,421 | (186,838,587) | (10,491,470) | |
Balance, beginning (in shares) at Dec. 31, 2021 | 15,367 | 5,567,319 | 5,177,899 | 23,936,162 | ||||
Shares issued for cash | $ 4,974 | $ 57,998 | 73,536,483 | 73,599,455 | ||||
Shares issued for cash (in shares) | 4,974,266 | 57,998,313 | ||||||
Cashless Warrant exercise | $ 196,005 | (196,005) | ||||||
Cashless Warrant exercise (in shares) | 196,005,353 | |||||||
Stock-based compensation | $ 5,868 | 21,536,148 | 21,542,016 | |||||
Stock-based compensation (in shares) | 5,868,482 | |||||||
Issuance of common stock for conversion of preferred stock | $ (13) | $ (4,633) | $ 5,976 | (1,330) | ||||
Issuance of common stock for conversion of preferred stock (in shares) | (13,433) | (2,783,660) | (1,848,842) | 5,975,802 | ||||
Dividends accumulated on preferred stock | (2,519,948) | $ 0 | (2,519,948) | |||||
Net loss | (32,573,385) | (32,573,385) | ||||||
Balance, ending at Mar. 31, 2022 | $ 2 | $ 935 | $ 10,152 | $ 289,782 | $ 268,667,769 | $ (219,411,972) | $ 49,556,668 | |
Balance, ending (in shares) at Mar. 31, 2022 | 1,934 | 2,783,659 | 8,303,323 | 289,784,112 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (69,037,323) | $ (14,294,220) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 608,496 | 223,331 |
Employee stock compensation | 3,292,987 | 932,872 |
Issuance of shares for services | 24,042,060 | 1,291,129 |
Non-cash interest and other operating activities | 1,713,103 | |
Non-cash lease expense | 284,879 | 272,067 |
Amortization of debt discount | 19,400,483 | 1,405,450 |
Loss on asset disposal | 1,298 | |
(Gain) on extinguishment of debt | (74,509) | (890,581) |
Loss on debt settlement | 41,096 | |
Changes in operating assets and liabilities: | ||
Other current assets | 3,330,474 | 123,691 |
Other assets | (858,692) | (158,601) |
Accounts payable | (1,032,810) | 664,093 |
Accrued expenses and other liabilities | (6,300,181) | 5,070,319 |
Lease liabilities | (283,141) | (259,267) |
Net cash (used) provided by operating activities | (24,871,780) | (5,619,717) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (10,491,547) | (60,818) |
Purchase of intangible assets | (246,132) | (41,250) |
Net cash (used) in investing activities | (10,737,679) | (102,068) |
Cash Flows from Financing Activities | ||
Changes in net parent investment | (223,067) | 2,636,711 |
Proceeds from issuance of notes payable | 12,142,791 | 4,068,500 |
Proceeds from issuance of common stock | 40,151,308 | |
Proceeds from liability to issue preferred C shares | 63,925,000 | |
Payment of notes payable | (15,146,860) | (164,486) |
Net cash provided by financing activities | 100,849,172 | 6,540,725 |
Increase (decrease) in cash | 65,239,713 | 818,940 |
Cash, beginning of period | 42,174 | 33,368 |
Cash, ending of period | 65,281,887 | 852,308 |
Supplemental disclosure of Cash Flow information: | ||
Cash paid for interest | 1,489,908 | $ 7,783 |
Supplemental disclosure for non-cash activities: | ||
Preferred shares issued in exchange for convertible debt | $ 23,192,500 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 6 Months Ended |
Mar. 31, 2022 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business Mullen Automotive, Inc. (“ MAI Mullen we Company MTI NETE 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 GAAP . The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mullen Investment Properties, LLC, which was established in August 2021 to hold our real estate. Intercompany accounts and transactions have been eliminated, if any. As of March 31, 2022, Mullen Investment Properties, LLC holds the Advanced Manufacturing and Engineering Center or “AMEC” in Tunica County, MS. As MTI has not historically prepared financial statements for Mullen, and Mullen did not exist as a legal entity prior to November 5, 2021, these financial statements have been prepared from the financial records of MTI on a carve-out basis. The condensed consolidated balance sheets include all of the MAI Assets. The condensed consolidated Statements of operations for each of the three and six months ended March 31, 2022 and 2021, reflect all expenses and activities directly attributable to MAI, and an allocation of MTI’s general and administrative expenses incurred in each of those years, as these expenditures were shared by MAI. In some instances, certain expenses were not allocated as they would have related directly to MAI. All inter-entity balances and transactions have been eliminated. The equity capital presented in the financial statements reflect the retrospective application of the November 5, 2021 capitalization and corporate reorganization arising from the merger transaction with NETE. These financial statements have been prepared based upon the historical cost amounts recorded by MTI. These financial statements may not be indicative of MAI financial performance and do not necessarily reflect what its financial position, results of operations, and cash flows would have been had Mullen operated as an independent entity during the years presented. |
LIQUIDITY, CAPITAL RESOURCES, A
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION | 6 Months Ended |
Mar. 31, 2022 | |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION | |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION | NOTE 2 – LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern. Our principal source of liquidity consists of existing cash and restricted cash of approximately $65.3 million at March 31, 2022. During the six months ended March 31, 2022, the Company used $27.9 million of cash for operating activities and had net working capital of approximately $40.5 million at March 31, 2022. During the three months ended March 31, 2022, the Company obtained additional financing in the amount of $5.0 million in notes payable; and $73.6 million in equity issuances. During the six months ended March 31, 2022, the Company obtained additional financing in the amount of $12.2 million in notes payable; $10 million in equity from Net Element merger; and $93.6 million in equity issuances. The Coronavirus (“ COVID-19 Going Concern As an early-stage development company, our ability to access capital is critical. Our management plans to raise additional capital through a combination of equity and debt financings, strategic alliances, and licensing arrangements. Company management has evaluated whether there are any conditions and events, considered in aggregate, which raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. Since inception, we have incurred significant accumulated losses of approximately $219.4 million, and management expects to continue to incur operating losses over the near future. Proceeds from the business combination with Net Element, the exercise of warrants, and a qualified public offering, should they materialize, are expected to provide Mullen with sufficient liquidity and capital resources to fund its operating expenses and capital requirements for at least the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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. Push-Down Accounting The carve-out financial statements for the periods presented prior to March 5, 2021 reflect costs and expenses incurred by MTI on behalf of MAI, including interest costs. As a result, share-based compensation, and other equity transactions (such as issuances of warrants and stock conversion rights embedded in issuances of indebtedness) are reflected in these carve-out financial statements. Accordingly, the classification of debt and equity issuances by MTI have been pushed down and reflected with similar classification in these carve-out financial statements. In addition, certain right-of-use assets and related lease liabilities of MTI have been pushed down to MAI. Reverse Merger and Recapitalization The November 2021 Business Combination with Net Element was accounted for as a reverse merger and recapitalization, with Net Element treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Mullen Automotive, Inc. issuing stock for the net assets of Net Element, accompanied by a recapitalization. Accordingly, these financial statements reflect the share capital and weighted average shares outstanding via a retrospective recapitalization as shares representing the exchange ratio established in the Business Combination. Use of Estimates The preparation of carve-out 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 carve-out financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited 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 issued by MTI. 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 condensed 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 We operate 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 March 31, 2022 or September 30, 2021. Restricted Cash Funds that are not available for immediate use and must use for a specific purpose. These funds are refundable deposits for individuals and businesses who have made $100 reservations for the Mullen FIVE SUV, which debuted at the Los Angeles Auto Show in November 2021. At March 31, 2022, the restricted cash balance was $131,793. Customer deposits are accounted for within other liabilities Deferred Advertising At March 31, 2022 and September 30, 2021, deferred advertising was $48,855 and $261,550, respectively. The cost were primarily upfront costs paid related to the Los Angeles auto show during November 2021. 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. Property, Equipment and Leasehold Improvements, Net Property, equipment and leasehold improvements are 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 Buildings 30 Years Furniture and Equipment 5 Years Computer and Software 1 – 3 years Machinery and Equipment 5 Years Leasehold Improvements Shorter of the estimated useful life or the underlying lease term Vehicles 5 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, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” 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 (“ ASC 740 There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At March 31, 2022 and September 30, 2021, 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 March 31, 2022 and September 30, 2021. Intangible Assets Intangible assets consist of acquired and developed intellectual property and website development costs. In accordance with ASC 350, “Intangibles—Goodwill and Others,” Other Assets Other assets are comprised primarily of Coda electric vehicles, related parts and security deposits related to the Company’s property leases related to the EV business. Extinguishment of Liabilities The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired. Leases In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet, assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee 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. Lessees shall classify all leases as finance or operating leases. The Company adopted ASU 2016-02, on October 1, 2019, which resulted in the recognition of the right-of-use assets and related obligations on its carve-out financial statements. Accrued Expenses Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated balance sheets. General and Administrative Expenses General and administrative (“ G&A “Other Expenses – Advertising Cost.” Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses primarily consist of costs associated with the development of our Mullen Five show car. Share-Based Compensation We account for share-based awards issued by MAI in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, 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. Beginning on July 1, 2021, share based compensation awards have been valued based on valuation of the trading price of Net Element common stock, as adjusted for the share exchange ratio in the merger. See Note 9, MAI Share-Based Compensation, for the amount of share-based compensation expense that is included within General and Administrative expenses for the three and six months ended March 31, 2022 and 2021. Related Party Transactions We have related party transactions with certain of our directors, officers, and principal shareholders. These transactions, which are primarily long-term in nature, include operational loans, convertible debt, and warrants for financial support associated with the borrowing of funds and are entered into in the ordinary course of business. 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 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: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Level 3 – Concentrations of Business and Credit Risk We maintain 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. 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. Recently Issued and Adopted Accounting Standards In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) (Topic 350), “Intangibles - Goodwill and Others.” ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. We adopted ASU 2017-04, on October 1, 2020, which did not have a material impact on our consolidated balance sheets. In September 2018, the FASB issued Accounting Standards Update No. 2018-07 (ASU 2018-07) ASU No. 2018-07 (Topic 718), “Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07, on October 1, 2020, which did not have a material impact on our consolidated statements of operations. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted. Company management is evaluating the future impact this guidance on our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 4 – INTANGIBLE ASSETS For the six months ended March 31, 2022 and 2021, we incurred website development and trademark costs of $246,132 and $41,250, respectively. These costs historically have been capitalized, as the website is in the development stage, resulting in improved functionality. Amortization of the website commenced when the website was placed in service for its intended use during the fourth quarter of 2021. Legal fees incurred for registration of trademarks account for all of the costs of trademark at March 31, 2022. Amortization of these costs will commence when the trademark application and registration process has been completed. The weighted average useful life of the intellectual property is 3.0 years. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of three years. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the identifiable intangible assets. March 31, 2022 September 30, 2021 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 $ (665,097) $ 1,995,294 $ 2,660,391 $ (221,699) $ 2,438,692 Intellectual property 71,182 (71,182) — 71,182 (69,205) 1,977 Trademark 300,722 — 300,722 54,590 — 54,590 Total Finite-Lived Intangible Assets $ 3,032,295 $ (736,279) $ 2,296,016 $ 2,786,163 $ (290,904) $ 2,495,259 Total future amortization expense for finite-lived intellectual property is as follows: Years Ended March 31, Future Amortization 2022 (six months) $ 443,398 2023 886,797 2024 665,099 Thereafter 300,722 Total Future Amortization Expense $ 2,296,016 For the three and six months ended March 31, 2022, amortization expense for the intangible assets was $221,699 and $445,376, and $5,932 and $11,864 for the three and six months ended March 31, 2021, respectively. |
DEBT
DEBT | 6 Months Ended |
Mar. 31, 2022 | |
DEBT | |
DEBT | NOTE 5 – DEBT Short-term debt comprises a significant component of the Company’s 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 or more. Short and Long-Term Debt The following is a summary of our indebtedness at March 31, 2022: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 3,051,085 $ 3,051,085 $ — 0.00% - 15.00 % 2016 - 2021 Promissory Notes 19,331,912 14,331,912 5,000,000 8.99% - 28.00 % 2021 – 2024 Real Estate Note 265,973 37,185 228,788 5.00 % 2023 Loan Advances 557,800 557,800 — 0.00% - 10.00 % 2019 – 2020 Less: Debt Discount (1,118,902) (1,118,902) — NA NA Total Debt $ 22,087,868 $ 16,859,080 $ 5,228,788 NA NA The following is a summary of our indebtedness at September 30, 2021: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 5,838,591 $ 5,838,591 $ — 0.00% - 15.00 % 2016 - 2021 Promissory Notes 23,831,912 23,831,912 — 28.00 % 2021 – 2022 Demand Note 500,000 500,000 — 27.00 % 2020 Convertible Unsecured Notes 15,932,500 15,932,500 — 15.00%-20.00 % 2021 - 2022 Real Estate Note 283,881 36,269 247,612 5.00 % 2023 Loan Advances 1,122,253 1,122,253 — 0.00% - 10.00 % 2019 – 2020 Less: Debt Discount (8,060,555) (8,060,555) — NA NA Total Debt $ 39,448,582 $ 39,200,970 $ 247,612 NA NA Scheduled Debt Maturities The following scheduled debt maturities at March 31, 2022: Years Ended March 31, 2022 (6 months) 2023 2024 Total Total Debt $ 16,859,080 $ 228,788 $ 5,000,000 $ 22,087,868 Notes and Advances We enter into promissory notes with third parties and company officers to support our operations. Promissory notes typically are for less than three years maturity and carry interest rates from 0% to 28.0%. Company management is working with the creditors to remediate the $3,051,085 in promissory notes and $557,800 in loan advances that are in default. Promissory notes and loan advances that are in default still accrue interest after their scheduled maturity date. There are no financial covenants associated with the promissory notes and loan advances, and there are no compliance waivers that have been received from creditors. We record imputed interest on promissory notes and advances which are deemed to be below the market interest rate. For the three and six months ended March 31, 2022, we recorded interest expense of $2,120,515 and $24,559,459, and $4,092,759 and $6,499,089 for the three and six months ended March 31, 2021, respectively. In some instances, MTI 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 and six months ended March 31, 2022 and 2021, was $188,307 and $19,400,483, and was $918,574 and $1,405,450 for the three and six months ended March 31, 2021, respectively. During 2021, MTI issued shares of stock to certain creditors in satisfaction of debt payments or in settlement of indebtedness. These agreements essentially exchanged a predetermined amount of stock to settle debt. For the six months ended March 31, 2022 and 2021, the carrying amount of indebtedness that was settled via issuance of MTI shares was $23,192,500 and zero, respectively. 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 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 included the title to the Company’s property at 1 Greentech Drive, Tunica, MS Under the Promissory Note, prepaid interest and issuance costs were withheld from the principal and recorded as a discount on the note of $1.2 million, which will be amortized over the term of the note. As of March 31, 2022, the remaining unamortized discount was 1,118,902. Drawbridge Relationship During July 2020, Drawbridge-DBI and MTI entered into a settlement agreement (the “ Agreement The amounts owed to Drawbridge-DBI is $27,185,390 and $33,296,648 as of March 31, 2022 and September 30, 2021, respectively. The amounts owed to other DBI-affiliated entities is zero and $982,500, as of March 31, 2022 and September 30, 2021, respectively. The 2020 Drawbridge loan is currently recognized within the current portion of debt on the consolidated balance sheet. On July 16, 2021, the Company and Drawbridge entered into an agreement whereby Drawbridge acknowledged, waived, and consented to the contribution and spin-off of Mullen's EV assets into a new entity. As indicated in Note 1 to the financial statements, the spin-off occurred immediately prior to the consummation of the merger with Net Element. As part of the agreement, Drawbridge was paid $10,000,000, to be applied towards the outstanding principal balance. The principal pay down to Drawbridge occurred on November 15, 2021. Release of Liability, Debt Paydowns and Payoffs On March 7, 2022, the Company repaid the $100,000 loan from Chris Langley, which matured on April 27, 2016 On March 11, 2022, the Company repaid the $250,000 loan from Wittels Consulting LLC, which matured on January 19, 2021. On February 28, 2022, the Company repaid the $200,000 loan from Lee Tran, which matured on January 28, 2022 On March 3, 2022, the Company repaid the $1,000,000 loan from Mark Betor, and $150,000 interest, with a maturity date of April 10, 2022. On December 27, 2021, the Par Funding/CBSG debt of $74,509 has been deemed satisfied by the authorized agent for the trustee of the creditor. As result of the trustee’s actions, the Company recorded an extinguishment of $74,509. On November 29, 2021, the Company repaid $140,000, and on March 11, 2022 repaid $110,000, on the loan from the NY Group, which had matured on January 24, 2021. On November 29, 2021, the Company repaid the $25,000 loan from MABM Holdings loan, which matured on January 13, 2021. On November 19, 2021, the Company repaid $250,000, and on February 1, 2022 repaid $207,500, on the loan from the Royal Business Group LLC, which had matured on July 17, 2020. On November 11, 2021, the Company executed a release of liability for the EXIM relationship. MAI (through MTI) paid $1,750,000 to EXIM USA to dismiss or release any and all claims, causes of action, lawsuits or other demands upon MTI. The loan matured on October 31, 2019, and the then current balance on the loan was $700,000 plus interest. On November 9, 2021, the Company executed a release of liability for the Elegant Funding relationship. The lending relationship covered two transactions: 1. $458,000 loan dated May 23, 2018, which had matured on November 23, 2018. The current principal balance was $438,000 , and the payoff amount was $604,770 . 2. $185,000 dated September 29, 2018, which had matured on March 29, 2019. The current principal balance is $185,000 , and the payoff amount is $222,426 . On November 9, 2021, MAI (through MTI) repaid a loan from John Gordon, which had matured on May 7, 2019. In consideration for the settlement, MAI (through MTI) received the title to one (1) Qiantu Dragonfly K50 EV car. Convertible Notes Between August 2020 and November 2021, MTI issued unsecured convertible notes totaling $23,192,500. The unsecured convertible notes bore interest at 15% and included warrants to acquire shares of common stock based on a specified formula. Interest was accrued in arrears until the last business day of each calendar year quarter. The default rate on the note would increase to 20% if quarterly interest payments are not timely made by MTI. Because the market price for MTI common stock on the date of the notes exceeded the notes’ conversion price of $0.6877 per share, a beneficial conversion feature in the amount of $10,613,630 was recorded as a discount on the notes. The discount is being amortized as additional interest over the life of the notes. At March 31, 2021, the discount was fully amortized. Company management evaluated the conversion features embedded in the convertible notes for classification and accounting under the provisions of ASC 815-40 and determined the conversion features met treatment as equity. |
FAIR VALUE MEASUREMENTS AND FAI
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Mar. 31, 2022 | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 6 – FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis Non-financial assets, such as property, equipment and leasehold improvements is required to be measured at fair value only when acquired or when an impairment loss is recognized. See “ ” . Financial instruments for which carrying value approximates fair value 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The accompanying financial statements include a retrospective recapitalization to reflect the composition of stockholder’s equity, as if they had existed for the periods presented. Preferred Stock On November 5, 2021, we filed an Amended and Restated Articles of Incorporation which included the rights and privileges of Preferred Stock Series A, Series B, and Series C. Under the terms of our Articles of Incorporation, the Board of Directors may determine the rights, preferences and terms of our authorized but unissued shares of preferred stock. Dividends The holders of Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Preferred Stock Series A and Series B shall 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 and six months ended March 31, 2022 and 2021. The Series C Preferred Stock bears a cumulative 15.0% per annum fixed dividend payable no later than the 5 th The Company may elect to pay dividends for any month with a paid-in-kind election (“ PIK In addition to the above, the shares are also redeemable by the Company 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 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 Series C Redemption Price Liquidation Based on a reverse ratio of one share of the Company for 12.9485 shares of Mullen Technologies (the “ Reverse Ratio Subject to applicable law, in the event of any Liquidation Event, the holders of the Series B Preferred 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. The holders of the Series C Preferred will then be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred 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. Thereafter, any remaining proceeds will be distributed to holders of the Series A Preferred and Common Stock ratably in proportion to the number of shares of the Series A Preferred and Common Stock held by them, on a fully converted basis. Conversion Preferred Stock Series A is convertible at any time at the option of the holder into Common Stock at a conversion rate of one Additionally, all outstanding shares of the Preferred Stock shall automatically convert into shares of the underlying Common Stock upon the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which results in aggregate cash proceeds to the Company of not less than $50 million, net of underwriting discounts and commissions (a “ Qualified IPO Voting Rights The holders of shares of Common Stock and Preferred Stock shall 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 Common Stock We have 500,000,000 shares of common stock authorized with $0.001 par value per share. There were 289,784,112 and 7,048,387 shares of common stock issued outstanding The holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of shareholders. In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the common shareholders 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. Warrants The Warrants were issued at an initial exercise price of $0.6877 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The exercise price was adjusted as provided in the warrants and further in accordance with the Merger Agreement such that the exercise price is now $8.84 per share. The Warrants were exercisable for an aggregate of 196,005,353 shares of Common Stock as of March 31, 2022. The Warrants provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which he Company is required to issue or sell or is deemed, pursuant to the provisions 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 (a “Dilutive Issuance”), 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 six months ended March 31, 2022: Weighted Average MAI shares Exercise Price Warrants outstanding at September 30, 2021 4,924,447 $ 8.84 Warrants exercised (14,119,525) $ 8.84 Warrants granted 25,073,927 $ 8.84 Warrants expired — $ — Warrants outstanding at March 31, 2022 15,878,849 $ 8.84 2020-2021 Warrants The warrants are exercisable for a five-year period commencing upon issuance. The estimated fair value of the MAI warrants was valued using the Black-Scholes option valuation model. The assumptions used that represent management’s best estimates of the fair value of the Company’s warrants issued and outstanding were as follows: March 31, 2022 Expected term (in years) 5.0 Volatility 135 % Dividend yield 0.00 % Risk-free interest rate 0.98 % - 1.17 % Common stock price $ 4.16 The allocation of the fair value of these warrants was included as a debt discount on the consolidated balance sheet and amortized to interest expense over the scheduled maturity dates of the various promissory notes. All unamortized debt discount was charged to interest at the time of merger on November 5, 2021. Registration Rights and Registration Statement Form S-3 At the effective time of the Merger, various agreements that Mullen Technologies entered into were assumed by the Company, including the Exchange Agreement, the $20 Million SPA and the Registration Rights Agreement. These agreements caused the Company to be obligated to file one or more registration statements to register the resale of our Common Stock. On April 15, 2022, the SEC deemed the Registration Statement Form S-3 (File No. 333-263880) effective. The Company registered the resale of Conversion Shares and the Warrant Shares as required by that certain Registration Rights Agreement, entered into among Mullen Technologies, Inc (“Mullen Technologies”) and certain of the Selling Stockholders (the “Registration Rights Agreement”) and that certain Exchange Agreement, entered into among Mullen Technologies and certain of the Selling Stockholders (the “Exchange Agreement”). The Offered Shares consisted solely of 51,622,489 shares of our Common Stock, 4,969,357 shares of our Common Stock (the “Conversion Shares”) issuable upon conversion of our preferred stock, and up to 196,517,186 shares of our Common Stock (the “Warrant Shares”) issuable upon exercise of outstanding warrants to purchase shares of our Common Stock (the “Warrants”). Equity Transactions $30 Million Esousa Equity Line of Credit On September 1, 2021, Mullen Technologies and Esousa Holdings LLC (“Esousa”) entered into a Securities Purchase Agreement (the “Equity Line of Credit”) whereby the Esousa Holdings, LLC committed to purchase up to an aggregate of up to $30,000,000. At the effective time of the Merger, the obligations under the Equity Line of Credit were assumed by the Company. As a condition to the obligation of the investor to fund the Equity Line of Credit, the Company must file an SEC registration statement covering the sale of the Common Stock issued under the Equity Line of Credit and such registration statement must be declared effective. The SEC Registration Statement was filed on February 1, 2022 and was declared effective on February 3, 2022. As of March 31, 2022 MAI has received net proceeds of $29.6 million from the equity line of credit and Esousa has received 54,811,504 common shares. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Mar. 31, 2022 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 8 – LOSS PER SHARE Earnings per common share (“ EPS For the three and six months ended March 31, 2022 and 2021, the 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 common shares of stock also were excluded from the computation because the result would have been antidilutive. |
MAI SHARE- BASED COMPENSATION
MAI SHARE- BASED COMPENSATION | 6 Months Ended |
Mar. 31, 2022 | |
MAI SHARE- BASED COMPENSATION | |
MAI SHARE- BASED COMPENSATION | NOTE 9 – MAI SHARE- BASED COMPENSATION MAI has a share incentive plan as part of its annual discretionary share-based compensation programs. The plan includes 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 MAI’s Board of Directors or its Compensation Committee and following the adoption of an equity incentive plan, employees are issued a specified number of shares of the MAI Common Shares. Employees are vested in 100% of the MAI shares after 12 months of continuous service. Additional MTI shares may be issued to employees over the next two years at anniversary date. Any disruption or separation of service results in the forfeiture of common shares. The total expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period. Since we are public company, the employee shares are valued each month, using the MULN closing stock price on the NASDAQ CM. Consulting agreements or MAI shares for services are determined by the number of MAI shares granted within the individual contracts, as well as the services provided by the consultant. The MAI shares specified within the individual agreements are negotiated and approved by our Chief Executive Officer. The consultant earns the MAI shares over the service period. The MAI shares are accounted for as professional fees within G&A expenses. Employee share issuances are part of Salaries expense. The expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period. For the three months ended March 31, For the six months ended March 31, Composition of Stock-Based Compensation Expense 2022 2021 2022 2021 Employee MAI share issuance $ 1,688,694 $ 366,693 $ 3,292,987 $ 932,872 MAI shares for services 21,546,573 1,264,967 24,042,060 1,291,129 MAI Share-Based compensation expense $ 23,235,267 $ 1,631,660 $ 27,335,047 $ 2,224,001 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2022 September 30, 2021 Accrued Expenses and Other Liabilities Accrued expense - other $ 3,281,186 $ 2,051,696 Accrued payroll 4,004,893 4,586,057 Accrued interest 14,310,221 12,489,012 Total $ 21,596,300 $ 19,126,765 Accrued payroll represents salaries and benefits that are owed to employees, including payroll tax liabilities. Delinquent IRS and state tax liabilities as of March 31, 2022 and September 30, 2021 are $2,865,292 and $3,904,720, respectively. These tax liabilities have priority liens over MTI assets due to nonpayment of tax debt. The lien protects the government’s interest in all MTI property, including real estate, personal property and financial assets. See Note 17, Contingencies and Claims. Accrued interest |
NOTE RECEIVABLE
NOTE RECEIVABLE | 6 Months Ended |
Mar. 31, 2022 | |
NOTE RECEIVABLE | |
NOTE RECEIVABLE | NOTE 11 – NOTE RECEIVABLE On October 8, 2021, MAI (through MTI) and CEOcast, Inc. entered into an agreement, whereby CEOcast, Inc. irrevocably committed to purchase, and MAI irrevocably committed to sell $15 million in warrants to acquire shares of common stock. The aggregate purchase price will be paid to MTI at closing by means of a full recourse promissory note. MAI will issue pre-funded warrants that are registered in the name of CEOcast, Inc. The investor is committed to pay to MAI (through MTI) in the principal amount of $15 million. The note receivable bears no interest. |
LIABILITY TO ISSUE STOCK
LIABILITY TO ISSUE STOCK | 6 Months Ended |
Mar. 31, 2022 | |
LIABILITY TO ISSUE STOCK | |
LIABILITY TO ISSUE STOCK | NOTE 12 – LIABILITY TO ISSUE STOCK Liability represents stock payable that is accrued for and issuable at a future date for certain consultants and employees and was zero and $7,027,500 as of March 31, 2022 and September 30, 2021, respectively. |
PROPERTY, EQUIPMENT AND LEASEHO
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | 6 Months Ended |
Mar. 31, 2022 | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | NOTE 13 – PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET Property, equipment, and leasehold improvements, net consists of the following: March 31, September 30, 2022 2021 Building $ 8,078,757 $ 804,654 Furniture and Equipment 485,534 111,102 Vehicles 45,887 45,887 Computer Hardware and Software 201,834 139,742 Machinery and Equipment 6,946,018 2,597,654 Leasehold Improvements 40,368 66,379 Subtotal 15,798,398 3,765,418 Less: Accumulated Depreciation (2,744,463) (2,583,941) Property, Equipment and Leasehold Improvements, Net $ 13,053,935 $ 1,181,477 Depreciation expense related to property, equipment and leasehold improvements for the three-and-six months ended March 31, 2022 was $81,160 and $165,182, and was $108,972 and $211,467 for the three and six months ended March 31, 2021, respectively. On November 12, 2021, Mullen Investment Properties, LLC, MAI real estate wholly owned subsidiary, completed the $12,000,000 purchase of the Tunica County, MS property ("Advanced Manufacturing and Engineering Center" or "AMEC"). The property is approximately 127,400 square feet EV manufacturing facility and a small shed for storage. 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. |
OTHER ASSETS
OTHER ASSETS | 6 Months Ended |
Mar. 31, 2022 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 14 – OTHER ASSETS Other assets consist of the following: March 31, 2022 September 30, 2021 Other Assets Coda Materials $ 76,588 $ 76,587 Show Room Cars 3,716,106 2,739,995 Security Deposits 186,640 186,640 Deposit on Property (See Note 16) — 1,240,000 Total Other Assets $ 3,979,334 $ 4,243,222 |
OPERATING EXPENSES
OPERATING EXPENSES | 6 Months Ended |
Mar. 31, 2022 | |
OPERATING EXPENSES | |
OPERATING EXPENSES | NOTE 15 – OPERATING EXPENSES General and Administrative Expenses consists of the following: Three months ended March 31, Six months ended March 31, 2022 2021 2022 2021 Professional fees $ 21,725,222 $ 2,457,846 $ 26,864,554 $ 3,399,575 Salaries 4,217,073 1,082,480 7,378,993 2,234,148 Depreciation and amortization 302,859 114,903 610,558 223,331 Lease 559,583 379,234 1,019,118 735,404 Settlements and penalties 589,846 24,910 884,832 79,498 Employee benefits 545,108 88,516 913,160 171,546 Utilities and office expense 111,419 72,351 225,913 140,234 Advertising and promotions 472,803 223,675 2,925,593 253,216 Taxes and licenses 210,697 4,811 279,488 11,505 Repairs and maintenance 60,482 56,529 79,702 100,335 Other 474,341 171,485 988,605 280,626 Total $ 29,269,433 $ 4,676,740 $ 42,170,516 $ 7,629,418 Research and development consist of the following: Three months ended March 31, Six months ended March 31, 2022 2021 2022 2021 Research & Development Professional fees $ 1,183,437 $ 538,271 $ 2,340,761 $ 1,056,294 Total $ 1,183,437 $ 538,271 $ 2,340,761 $ 1,056,294 Research and development costs are expensed as incurred. Research and development expenses primarily consist of Mullen Five EV development and are primarily comprised of personnel-related costs for employees and consultants. |
LEASES
LEASES | 6 Months Ended |
Mar. 31, 2022 | |
LEASES | |
LEASES | NOTE 16 – LEASES MTI (now assumed by MAI due to the merger) has entered into various operating lease agreements for certain of its offices, manufacturing and warehouse facilities, and corporate jet. We have implemented the provisions of ASC 842, on October 1, 2019. Operating leases are included in right-of-use assets, and current and noncurrent portion of lease liabilities, as appropriate. These right-of-use assets also includes any lease payments made and initial direct costs incurred at lease commencement and excludes 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 has 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. The table below presents information regarding our lease assets and liabilities. March 31, 2022 September 30, 2021 Assets: Operating lease right-of-use assets $ 2,066,049 $ 2,350,929 Liabilities: Operating lease liabilities, current (651,494) (599,898) Operating lease liabilities, non-current (1,523,158) (1,857,894) Total lease liabilities $ (2,174,652) $ (2,457,792) Weighted average remaining lease terms: Operating leases 2.94 years 3.34 years Weighted average discount rate: Operating leases 28 % 28 % Operating lease costs: For the three months ended March 31, For the six months ended March 31, 2022 2021 2022 2021 Fixed lease cost $ 452,789 $ 140,171 $ 739,271 $ 485,241 Variable lease cost 130,752 232,283 260,357 236,599 Short-term lease cost 29,185 27,795 125,777 55,591 Sublease income (53,144) (21,013) (106,287) (42,026) Total operating lease costs $ 559,582 $ 379,236 $ 1,019,118 $ 735,405 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. The following table reflects maturities of operating lease liabilities at March 31, 2022: Years ending March 31, 2022 (6 months) $ 602,568 2023 1,157,693 2024 824,287 2025 436,156 2026 222,787 Thereafter — Total lease payments $ 3,243,491 Less: Imputed interest (1,068,839) Present value of lease liabilities $ 2,174,652 |
CONTINGENCIES AND CLAIMS
CONTINGENCIES AND CLAIMS | 6 Months Ended |
Mar. 31, 2022 | |
CONTINGENCIES AND CLAIMS | |
CONTINGENCIES AND CLAIMS | NOTE 17 – CONTINGENCIES AND CLAIMS ASC 450 governs the disclosure and recognition of loss contingencies, including potential losses from litigation, regulatory, 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 that one or more future events will occur confirming the fact of loss” and “the amount of the loss can be reasonably estimated.” 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 accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses 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 financial statements to not be misleading. 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. We do not record liabilities when the likelihood is probable, but the amount cannot be reasonably estimated. Preferred Management Partners, Inc. – Consulting Agreement On September 23, 2021, MAI entered into a consulting arrangement with Preferred Management Partners, Inc., an entity owned by Preston Smart ("PMP"), to resume negotiations between MAI and Qiantu Motor Cars to enable the Company to obtain the intellectual property ownership rights related to the K-50 automobile. The agreement calls for the issuance of 750,000 shares of common stock, with a conditional success fee of an additional 750,000 shares of common stock. On January 25, 2022, MAI Board of Directors approved the issuance of a 1,000,000 share supplement to the consulting arrangement. The shares were issued in February 2022. International Business Machines (“IBM”) We previously recorded a $4.5 million liability associated with a lawsuit with IBM, in which IBM contended that we had not fulfilled our obligations pursuant to a contract entered into during 2017. On April 28, 2020, the Supreme Court of the State of New York granted summary judgment in favor of IBM’s claim for breach of contract. The Court, however, found that a trial (inquest) was required to determine the damages to which IBM is entitled. We proposed an offer in settlement to resolve the matter, with the parties proceeding under the Joint Development and Technology License Agreement and all rights restored to us under the Trademark License Agreement. On December 1, 2021, the Supreme Court of the State of New York entered a judgment of $5.6 million to IBM. On December 2, 2021, we filed a Notice of Appeal. As a result, we recorded an additional charge, increasing the liability to the adjudicated amount. Federal and State Tax Liabilities We have recorded a $2.8 million liability at March 31, 2022 associated with past due amounts owed to the Internal Revenue Service (“ IRS EDD On April 28, 2021, MTI entered into an installment agreement with the EDD to pay $10,000 per month related to unpaid state payroll tax liabilities of $346,575 plus accrued interest. Monthly payments of $10,000 are being made and will continue until paid in full. Raymond James and Associates (“RJA”) – Investment Banking Services Agreement On May 5, 2020, MTI 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. Linghang Guochang Holding Group Co. (a/k/a “Linghang Boao Group, LTD”) In November 2019, we entered into a three-year Strategic Cooperation Agreement (“ SCA The contractual target dates and milestones have been severely disrupted due to the occurrence COVID-19. As a result, our management believes the COVID-19 pandemic represents a Force Majeure event (that is, the pandemic has impacted our and Linghang Boao Group LTD’s ability to meet their respective contractual obligations due to restriction in movement, stoppage of production, increase in costs due to scarcity of raw materials components, labor shortages, shortage of funds, disruption in the supply chains, U.S. governmental closures of ports/borders and travel restrictions). Based on the foregoing, we believe there is no breach of contract due to our failure of performance. We sustained a loss of $390,000 at September 30, 2020 due to contract nonperformance and force majeure. There are no accrued liabilities recorded for any remaining milestone payments at March 31, 2022. Our management notified Linghang Boao Group of the decision to invoke the force majeure provision of the Strategic Cooperation Agreement due to the inability of the parties to perform caused by the global Pandemic (Refer to Note 19, Subsequent Events, for updated details). ASC GEM Equity Line Financing This claim arises out an alleged breached Securities Purchase Agreement dated November 13, 2020. On November 9, 2021, the parties appointed an arbitrator. On January 7, 2022, GEM filed a letter brief with the arbitrator requesting leave to file a dispositive motion addressing a threshold legal issue regarding a defined term within a contract executed by the parties. Mullen filed a response to the letter brief on January 12, 2022. On January 21, 2022, the arbitrator issued a procedural order granting GEM’s request to file a dispositive motion. GEM filed its dispositive motion is on February 14, 2022. Mullen’s filed its opposition to the dispositive motion on March 3, 2022. On April 4, 2022, the court denied GEM’s dispositive motion. The parties exchanged discovery requests on May 10, 2022. Responses are due served on or before June 8, 2022. Odyssey Group Settlement On August 13, 2021, MTI and Odyssey Group reached a settlement concerning disputes and differences that arose from collections on invoices and liens pending pursuant to Odyssey’s Client Account and the Odyssey Group Consulting Agreement. Odyssey alleged that the MTI owed $503,637 at March 31, 2021. The parties agreed that Odyssey would receive $50,000 and 500,000 shares of MTI common stock (pre-merger). Additionally, Odyssey will receive an equivalent of $10,000 in cash or common stock from MAI. The obligation to pay Odyssey may be terminated by either party upon 30 -days’ notice by either party. A release of liability for the amounts owed on the Consulting arrangement was signed and executed on the settlement date. The Company has issued Odyssey the 500,000 common shares worth $1.25 million and paid $50,000 in cash and common stock. The $10,000 in cash or common stock provision has not been terminated by either party. Odyssey/Adam Grill’s contract was terminated on March 31st and the last effective date of the Consulting Contract was April 30th, 2022. Net Element Shareholder Litigation On May 28, 2021, a Net Element shareholder filed a complaint against Net Element and Mullen Acquisition, Inc., and certain named individuals regarding the proposed merger transaction. The complaint alleges, among other things, a potential dilution of the value of Net Elements stock and a failure to act in with a fiduciary duty to its stakeholders. On September 3, 2021, a Net Element shareholder filed a lawsuit against Net Element, Mullen Technologies, Inc. and Mullen Acquisition, Inc., and certain individuals regarding the proposed merger agreement. The lawsuit alleges material omissions regarding the merger transaction and seeks to prevent the consummation of the merger agreement, as well as certain other equitable relief. Based upon information presently known to management, the Company believes that the potential liability from the May 2021 complaint and September 2021 lawsuit, 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 financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 18 – RELATED PARTY TRANSACTIONS At March 31, 2022 and September 30, 2021, respectively, the Drawbridge Investments, LLC relationship comprised various loans and advances, common shares, and preferred shares. The Common and Preferred Shares presented are shares in MAI, since issued MTI shares were exchanged due to the merger. Drawbridge Related Transactions (Cumulative) March 31, 2022 September 30, 2021 Description Loan Principal # of Shares FV of Shares Loan Principal # of Shares FV of Shares Various Notes $ 13,831,554 — $ — $ 23,831,554 — $ — Common Shares — 11,147,443 91,604,926 — 8,130,384 66,994,364 Preferred Shares - Series A — — — — 2,335 3,012 Preferred Shares - Series B — 2,783,660 49,215,100 — 5,567,319 49,215,100 Total Related Party Transactions $ 13,831,554 13,931,103 $ 116,212,476 $ 23,831,554 13,700,038 $ 116,212,476 * Shares are MAI common and preferred shares. The interest rate on the Drawbridge loans is 28% per annum, and accrued interest is $13,353,836 at March 31, 2022. Chief Executive Officer Loans to MAI From time to time, the Company’s CEO provides loans to the Company. The outstanding balances for these loans were zero and $479,914 at March 31, 2022 and September 30, 2021. During the three and six months ended March 31, 2022, the Company repaid the outstanding loan balances in full. William Miltner William Miltner is a litigation attorney who provides legal services to Mullen Technologies and its subsidiaries. Mr. Miltner also is an elected Director for MAI, beginning his term in August 2021. For the three and six months ended March 31, 2022, Mr. Miltner received $393,997 and $625,480, respectively, for legal services rendered to us. Mr. Miltner has been providing legal services to the Company since 2020. Mary Winters On October 26, 2021, MAI entered into a 1-year Short-Term Financing On January 14, 2022, MAI executed a Letter of Intent (“LOI”) with Mark Betor, MAI Director, for a 90-day $1,000,000 loan. The loan was be evidenced by a Promissory Note with a maturity date for full repayment of loan no later than April 11, 2022. Total agreed repayment amount was $1,150,000, which included an interest charge of $150,000. Collateral included a first lien position 1 Greentech Drive, Tunica, MS. MAI Board of Directors approved transaction on January 18, 2022. Mr. Betor abstained from voting. As of March 31, 2022 this loan was repaid in full. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 19 – SUBSEQUENT EVENTS Company management has evaluated subsequent events through May 16, 2022, which is the date these 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 in the carve-out financial statements: ATVM Loan Application of Mullen ONE EV Cargo Van Program The ATVM Loan Program was authorized by the Energy Independence and Security Act of 2007 to support the manufacturing of eligible light-duty vehicles and qualifying components in the United States. MAI filed its ATVM loan application for the Mullen ONE EV Cargo Van Program. Funds will be used to accelerate high volume EV Cargo Van production at Mullen’s manufacturing (AMEC) facility outside Tunica, Mississippi. The Department of Energy invited the Company to formally submit its loan application. The Mullen ONE EV is a Class 1 light commercial cargo van rated under 6,000 pounds GVRW and will be one of the first electric commercial vehicle offerings in this category. Mullen ONE Van Test Program The Mullen ONE Project represents Mullen Automotive’s (“Mullen Automotive”, the “Company” or the “Applicant”) entry into the Battery Electric Vehicle (BEV), Commercial Transit Market by leveraging existing technology with accredited partners to ensure speed to market, low-risk product development, and proven manufacturing capabilities. Mullen Automotive, together with its project partners, will execute engineering development for Mullen ONE and establish a scalable manufacturing facility in the United States to assemble up to 5,000 vehicles per year (the “Project”). As a result of the Project, Mullen Automotive anticipates that it will create 101 direct manufacturing jobs in the U. S. - which would enhance the local economy of the manufacturing site and offer a new generation of electric vehicles to further foster and promote the use of electric vehicles. Gardner Consulting Contract As of April 27, 2022, the MAI Compensation Committee entered into a consulting agreement with Kathryn Gardner, a Series A Preferred shareholder, regarding investor relations services to the Company. The services required are as follows: ● Monitor, aggregate, and record the general sentiment on popular message boards; ● Identify other mediums in which the retail investment community consumes content related to equity trading. ● Package and format the general sentiment of the retail community and various other mediums into an executive summary. The terms of the agreement will remain in effect for 60 days. The stock-based compensation is 600,000 unrestricted common shares registered on Form S-8. Shareholder Lawsuit On May 5, 2022 a purported class action lawsuit was filed by Margaret Schaub, individually and on behalf of all others similarly situation, in the U.S. District Court of Central California. As of the date of this filing, we have not been served with any such complaint. It is our understanding that the lawsuit alleges that during the period between June 15, 2020 and April 6, 2022 the Company made materially false and misleading statements regarding the Company's business, operations, and compliance policies in violation of federal securities laws. If we are served with any such complaint, we will assess it at that time. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. Performance Stock Award Agreement On May 5, 2022, the MAI Compensation Committee and Board of Directors has granted to David Michery (the “Participant”) a Performance Stock Award for shares of Common Stock on the terms and subject to the conditions of this Performance Stock Award Agreement (the “Agreement”). The performance criteria is based on a series and/or categories of milestones (each, a “Milestone”) and within each Milestone are, multiple performance tranches (each a “Tranche”), with each Tranche representing a portion of shares of Common Stock that may be issued to Participant upon achievement of a Tranche. Upon the achievement of each Tranche of one of the Milestones and subject to Participant continuing as the Chief Executive Officer as of the date of satisfaction of such Tranche and through the date the Administrator determines, approves and certifies that the requisite conditions for the applicable Tranche have been satisfied (a “Certification”), the Company shall issue shares of Common Stock as specified in the Tranche. The Performance Stock Award Agreement does not become effective until approval by MAI shareholders at the 2022 Annual General Meeting later this year. Mullen FIVE RS Vehicle Development In May 2022, MAI signed a proposal with Thurner Design of the vehicle development of the Mullen FIVE RS, a high-performance EV sport crossover vehicle featuring close to 1,100 HP, 0-60 mph in just 1.95 seconds, and close to 200 mph top speed. The proposal includes two phases: 1) design, surfacing and design support and 2) visualization and high imaging. Payments will be made based upon project milestones. The Thurner Design team is responsible for shaping and directing designs and brands like Rolls-Royce Motorcars, Bentley Motors, Bugatti, Porsche, Lamborghini, Aston Martin and Mullen Automotive. Linghang Guochang Holding Group Co. (a/k/a “Linghang Boao Group LTD”) On May 12, 2022, the Company received official notification that the 2019 contractual arrangement will officially resume under the original contractual terms. They acknowledge that the COVID-19 pandemic had delayed the original plan, and Linghang Boao Group LTD looks forward to resuming the battery partnership with Mullen Automotive. Farley vs. Net Element, Inc., et al. On May 10, 2022, in connection with the previous voluntary dismissal of a shareholder lawsuit filed before the reverse merger against Net Element and its then CEO and directors, MAI agreed to pay to the plaintiff a mootness fee of $38,500. A formal release covering all named defendants will be executed between plaintiff and the defendant’s successor, Mullen Automotive Inc. Warrant Exercises and Preferred C Share Conversions to Common Stock Below are the warrant exercise activity since March 31, 2022. Exercised Common Share Date of Exercise Warrants (#) Issuance Various (Apr-May) 3,961,160 40,020,024 Various (Apr-May) 750,000 10,050,000 Various (Apr-May) 750,000 10,050,000 Various (Apr-May) 37,356 234,038 Various (Apr-May) 136,914 1,848,509 Various (Apr-May) 141,333 1,908,166 Various (Apr-May) 167,568 2,262,379 Various (Apr-May) 124,801 1,048,945 Various (Apr-May) 33,959 258,422 Various (Apr-May) 16,979 142,708 Various (Apr-May) 71,315 599,396 Various (Apr-May) 124,801 1,048,945 Various (Apr-May) 25,469 214,065 Various (Apr-May) 28,016 235,473 Various (Apr-May) 25,469 214,065 Total 6,395,140 70,135,135 Below are the Preferred C Share conversion activity since March 31, 2022. Exercised Preferred Common Share Date of Exercise C Shares (#) Issuance 4/26/2022 498,073 498,073 4/26/2022 996,164 996,164 5/6/2022 12,452 12,452 4/19/2022 105,190 105,190 4/20/2022 115,184 115,184 4/20/2022 148,964 148,964 5/7/2022 41,600 41,600 5/7/2022 33,959 33,959 5/7/2022 5,660 5,660 5/7/2022 23,771 23,771 5/7/2022 41,600 41,600 5/7/2022 8,489 8,489 5/7/2022 9,338 9,338 5/7/2022 8,489 8,489 Total 2,048,933 2,048,933 CEOcast, Inc. Drawdowns and Stock Issuance In late April and early May 2022, MAI received $15M in three, $5M cash increments from CEOcast, Inc. In return, CEOcast, Inc. received warrants to acquire shares of common stock. As of this writing, CEOcast, Inc. has exercised its warrants for 14,343,550 MAI common shares. The transaction is reflected within the balance sheet as a $15M note receivable as of March 31, 2022. As of this writing, below are the common share issuances to CEOcast, Inc.(balance is subject to change). Drawdown Common Share Date of Exercise Amount Issuance 4/18/2022 $ 5,000,000 4,533,528 4/20/2022 $ 5,000,000 5,075,174 5/2/2022 $ 5,000,000 4,734,848 Total $ 15,000,000 14,343,550 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Push-Down Accounting | Push-Down Accounting The carve-out financial statements for the periods presented prior to March 5, 2021 reflect costs and expenses incurred by MTI on behalf of MAI, including interest costs. As a result, share-based compensation, and other equity transactions (such as issuances of warrants and stock conversion rights embedded in issuances of indebtedness) are reflected in these carve-out financial statements. Accordingly, the classification of debt and equity issuances by MTI have been pushed down and reflected with similar classification in these carve-out financial statements. In addition, certain right-of-use assets and related lease liabilities of MTI have been pushed down to MAI. |
Reverse Merger and Recapitalization | Reverse Merger and Recapitalization The November 2021 Business Combination with Net Element was accounted for as a reverse merger and recapitalization, with Net Element treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Mullen Automotive, Inc. issuing stock for the net assets of Net Element, accompanied by a recapitalization. Accordingly, these financial statements reflect the share capital and weighted average shares outstanding via a retrospective recapitalization as shares representing the exchange ratio established in the Business Combination. |
Use of Estimates | Use of Estimates The preparation of carve-out 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 carve-out financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited 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 issued by MTI. 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 condensed 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 | Risks and Uncertainties We operate 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 | 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 March 31, 2022 or September 30, 2021. |
Restricted Cash | Restricted Cash Funds that are not available for immediate use and must use for a specific purpose. These funds are refundable deposits for individuals and businesses who have made $100 reservations for the Mullen FIVE SUV, which debuted at the Los Angeles Auto Show in November 2021. At March 31, 2022, the restricted cash balance was $131,793. Customer deposits are accounted for within other liabilities |
Deferred Advertising | Deferred Advertising At March 31, 2022 and September 30, 2021, deferred advertising was $48,855 and $261,550, respectively. The cost were primarily upfront costs paid related to the Los Angeles auto show during November 2021. |
Prepaid Expenses and Other Current Assets | 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. |
Property, Equipment and Leasehold Improvements, Net | Property, Equipment and Leasehold Improvements, Net Property, equipment and leasehold improvements are 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 Buildings 30 Years Furniture and Equipment 5 Years Computer and Software 1 – 3 years Machinery and Equipment 5 Years Leasehold Improvements Shorter of the estimated useful life or the underlying lease term Vehicles 5 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, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” |
Income Taxes | 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 (“ ASC 740 There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At March 31, 2022 and September 30, 2021, 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 March 31, 2022 and September 30, 2021. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired and developed intellectual property and website development costs. In accordance with ASC 350, “Intangibles—Goodwill and Others,” |
Other Assets | Other Assets Other assets are comprised primarily of Coda electric vehicles, related parts and security deposits related to the Company’s property leases related to the EV business. |
Extinguishment of Liabilities | Extinguishment of Liabilities The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet, assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee 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. Lessees shall classify all leases as finance or operating leases. The Company adopted ASU 2016-02, on October 1, 2019, which resulted in the recognition of the right-of-use assets and related obligations on its carve-out financial statements. |
Accrued Expenses | Accrued Expenses Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated balance sheets. |
General and Administrative Expenses | General and Administrative Expenses General and administrative (“ G&A “Other Expenses – Advertising Cost.” |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses primarily consist of costs associated with the development of our Mullen Five show car. |
Share-Based Compensation | Share-Based Compensation We account for share-based awards issued by MAI in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, 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. Beginning on July 1, 2021, share based compensation awards have been valued based on valuation of the trading price of Net Element common stock, as adjusted for the share exchange ratio in the merger. See Note 9, MAI Share-Based Compensation, for the amount of share-based compensation expense that is included within General and Administrative expenses for the three and six months ended March 31, 2022 and 2021. |
Related Party Transactions | Related Party Transactions We have related party transactions with certain of our directors, officers, and principal shareholders. These transactions, which are primarily long-term in nature, include operational loans, convertible debt, and warrants for financial support associated with the borrowing of funds and are entered into in the ordinary course of business. |
Fair Value of Financial Instruments | 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 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: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Level 3 – |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk We maintain 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. 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. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) (Topic 350), “Intangibles - Goodwill and Others.” ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. We adopted ASU 2017-04, on October 1, 2020, which did not have a material impact on our consolidated balance sheets. In September 2018, the FASB issued Accounting Standards Update No. 2018-07 (ASU 2018-07) ASU No. 2018-07 (Topic 718), “Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07, on October 1, 2020, which did not have a material impact on our consolidated statements of operations. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted. Company management is evaluating the future impact this guidance on our consolidated financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Property, Equipment and Leasehold Improvements, Net Useful Lives | Description Life Buildings 30 Years Furniture and Equipment 5 Years Computer and Software 1 – 3 years Machinery and Equipment 5 Years Leasehold Improvements Shorter of the estimated useful life or the underlying lease term Vehicles 5 Years |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
INTANGIBLE ASSETS | |
Schedule of finite lived intangible assets | March 31, 2022 September 30, 2021 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 $ (665,097) $ 1,995,294 $ 2,660,391 $ (221,699) $ 2,438,692 Intellectual property 71,182 (71,182) — 71,182 (69,205) 1,977 Trademark 300,722 — 300,722 54,590 — 54,590 Total Finite-Lived Intangible Assets $ 3,032,295 $ (736,279) $ 2,296,016 $ 2,786,163 $ (290,904) $ 2,495,259 |
Schedule of future amortization expense for finite-lived intellectual property | Years Ended March 31, Future Amortization 2022 (six months) $ 443,398 2023 886,797 2024 665,099 Thereafter 300,722 Total Future Amortization Expense $ 2,296,016 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
DEBT | |
Schedule of indebtedness of short term and long term debt | The following is a summary of our indebtedness at March 31, 2022: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 3,051,085 $ 3,051,085 $ — 0.00% - 15.00 % 2016 - 2021 Promissory Notes 19,331,912 14,331,912 5,000,000 8.99% - 28.00 % 2021 – 2024 Real Estate Note 265,973 37,185 228,788 5.00 % 2023 Loan Advances 557,800 557,800 — 0.00% - 10.00 % 2019 – 2020 Less: Debt Discount (1,118,902) (1,118,902) — NA NA Total Debt $ 22,087,868 $ 16,859,080 $ 5,228,788 NA NA The following is a summary of our indebtedness at September 30, 2021: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 5,838,591 $ 5,838,591 $ — 0.00% - 15.00 % 2016 - 2021 Promissory Notes 23,831,912 23,831,912 — 28.00 % 2021 – 2022 Demand Note 500,000 500,000 — 27.00 % 2020 Convertible Unsecured Notes 15,932,500 15,932,500 — 15.00%-20.00 % 2021 - 2022 Real Estate Note 283,881 36,269 247,612 5.00 % 2023 Loan Advances 1,122,253 1,122,253 — 0.00% - 10.00 % 2019 – 2020 Less: Debt Discount (8,060,555) (8,060,555) — NA NA Total Debt $ 39,448,582 $ 39,200,970 $ 247,612 NA NA |
Scheduled Debt Maturities | The following scheduled debt maturities at March 31, 2022: Years Ended March 31, 2022 (6 months) 2023 2024 Total Total Debt $ 16,859,080 $ 228,788 $ 5,000,000 $ 22,087,868 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
Summary of warrant activity | Weighted Average MAI shares Exercise Price Warrants outstanding at September 30, 2021 4,924,447 $ 8.84 Warrants exercised (14,119,525) $ 8.84 Warrants granted 25,073,927 $ 8.84 Warrants expired — $ — Warrants outstanding at March 31, 2022 15,878,849 $ 8.84 |
Schedule of assumptions used for warrants issued and outstanding | March 31, 2022 Expected term (in years) 5.0 Volatility 135 % Dividend yield 0.00 % Risk-free interest rate 0.98 % - 1.17 % Common stock price $ 4.16 |
MAI SHARE- BASED COMPENSATION (
MAI SHARE- BASED COMPENSATION (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
MAI SHARE- BASED COMPENSATION | |
Schedule of composition of stock-based compensation expense | For the three months ended March 31, For the six months ended March 31, Composition of Stock-Based Compensation Expense 2022 2021 2022 2021 Employee MAI share issuance $ 1,688,694 $ 366,693 $ 3,292,987 $ 932,872 MAI shares for services 21,546,573 1,264,967 24,042,060 1,291,129 MAI Share-Based compensation expense $ 23,235,267 $ 1,631,660 $ 27,335,047 $ 2,224,001 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | March 31, 2022 September 30, 2021 Accrued Expenses and Other Liabilities Accrued expense - other $ 3,281,186 $ 2,051,696 Accrued payroll 4,004,893 4,586,057 Accrued interest 14,310,221 12,489,012 Total $ 21,596,300 $ 19,126,765 |
PROPERTY, EQUIPMENT AND LEASE_2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | |
Schedule of property and equipment, net | March 31, September 30, 2022 2021 Building $ 8,078,757 $ 804,654 Furniture and Equipment 485,534 111,102 Vehicles 45,887 45,887 Computer Hardware and Software 201,834 139,742 Machinery and Equipment 6,946,018 2,597,654 Leasehold Improvements 40,368 66,379 Subtotal 15,798,398 3,765,418 Less: Accumulated Depreciation (2,744,463) (2,583,941) Property, Equipment and Leasehold Improvements, Net $ 13,053,935 $ 1,181,477 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
OTHER ASSETS | |
Schedule of other assets | March 31, 2022 September 30, 2021 Other Assets Coda Materials $ 76,588 $ 76,587 Show Room Cars 3,716,106 2,739,995 Security Deposits 186,640 186,640 Deposit on Property (See Note 16) — 1,240,000 Total Other Assets $ 3,979,334 $ 4,243,222 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
OPERATING EXPENSES | |
Schedule of Operating Expenses | General and Administrative Expenses consists of the following: Three months ended March 31, Six months ended March 31, 2022 2021 2022 2021 Professional fees $ 21,725,222 $ 2,457,846 $ 26,864,554 $ 3,399,575 Salaries 4,217,073 1,082,480 7,378,993 2,234,148 Depreciation and amortization 302,859 114,903 610,558 223,331 Lease 559,583 379,234 1,019,118 735,404 Settlements and penalties 589,846 24,910 884,832 79,498 Employee benefits 545,108 88,516 913,160 171,546 Utilities and office expense 111,419 72,351 225,913 140,234 Advertising and promotions 472,803 223,675 2,925,593 253,216 Taxes and licenses 210,697 4,811 279,488 11,505 Repairs and maintenance 60,482 56,529 79,702 100,335 Other 474,341 171,485 988,605 280,626 Total $ 29,269,433 $ 4,676,740 $ 42,170,516 $ 7,629,418 Research and development consist of the following: Three months ended March 31, Six months ended March 31, 2022 2021 2022 2021 Research & Development Professional fees $ 1,183,437 $ 538,271 $ 2,340,761 $ 1,056,294 Total $ 1,183,437 $ 538,271 $ 2,340,761 $ 1,056,294 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
LEASES | |
Summary of lease assets and liabilities and lease costs | March 31, 2022 September 30, 2021 Assets: Operating lease right-of-use assets $ 2,066,049 $ 2,350,929 Liabilities: Operating lease liabilities, current (651,494) (599,898) Operating lease liabilities, non-current (1,523,158) (1,857,894) Total lease liabilities $ (2,174,652) $ (2,457,792) Weighted average remaining lease terms: Operating leases 2.94 years 3.34 years Weighted average discount rate: Operating leases 28 % 28 % Operating lease costs: For the three months ended March 31, For the six months ended March 31, 2022 2021 2022 2021 Fixed lease cost $ 452,789 $ 140,171 $ 739,271 $ 485,241 Variable lease cost 130,752 232,283 260,357 236,599 Short-term lease cost 29,185 27,795 125,777 55,591 Sublease income (53,144) (21,013) (106,287) (42,026) Total operating lease costs $ 559,582 $ 379,236 $ 1,019,118 $ 735,405 |
Summary of maturities of operating lease liabilities | Years ending March 31, 2022 (6 months) $ 602,568 2023 1,157,693 2024 824,287 2025 436,156 2026 222,787 Thereafter — Total lease payments $ 3,243,491 Less: Imputed interest (1,068,839) Present value of lease liabilities $ 2,174,652 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Drawbridge | |
Related party transactions | |
Summary of related party transactions | Drawbridge Related Transactions (Cumulative) March 31, 2022 September 30, 2021 Description Loan Principal # of Shares FV of Shares Loan Principal # of Shares FV of Shares Various Notes $ 13,831,554 — $ — $ 23,831,554 — $ — Common Shares — 11,147,443 91,604,926 — 8,130,384 66,994,364 Preferred Shares - Series A — — — — 2,335 3,012 Preferred Shares - Series B — 2,783,660 49,215,100 — 5,567,319 49,215,100 Total Related Party Transactions $ 13,831,554 13,931,103 $ 116,212,476 $ 23,831,554 13,700,038 $ 116,212,476 * Shares are MAI common and preferred shares. |
SUBSEQUENT EVENTS - (Tables)
SUBSEQUENT EVENTS - (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
SUBSEQUENT EVENTS | |
Schedule of number of warrant exercises and common shares granted | Below are the warrant exercise activity since March 31, 2022. Exercised Common Share Date of Exercise Warrants (#) Issuance Various (Apr-May) 3,961,160 40,020,024 Various (Apr-May) 750,000 10,050,000 Various (Apr-May) 750,000 10,050,000 Various (Apr-May) 37,356 234,038 Various (Apr-May) 136,914 1,848,509 Various (Apr-May) 141,333 1,908,166 Various (Apr-May) 167,568 2,262,379 Various (Apr-May) 124,801 1,048,945 Various (Apr-May) 33,959 258,422 Various (Apr-May) 16,979 142,708 Various (Apr-May) 71,315 599,396 Various (Apr-May) 124,801 1,048,945 Various (Apr-May) 25,469 214,065 Various (Apr-May) 28,016 235,473 Various (Apr-May) 25,469 214,065 Total 6,395,140 70,135,135 |
Schedule of Preferred C Share conversion | Below are the Preferred C Share conversion activity since March 31, 2022. Exercised Preferred Common Share Date of Exercise C Shares (#) Issuance 4/26/2022 498,073 498,073 4/26/2022 996,164 996,164 5/6/2022 12,452 12,452 4/19/2022 105,190 105,190 4/20/2022 115,184 115,184 4/20/2022 148,964 148,964 5/7/2022 41,600 41,600 5/7/2022 33,959 33,959 5/7/2022 5,660 5,660 5/7/2022 23,771 23,771 5/7/2022 41,600 41,600 5/7/2022 8,489 8,489 5/7/2022 9,338 9,338 5/7/2022 8,489 8,489 Total 2,048,933 2,048,933 |
Schedule of Convertible Notes | As of this writing, below are the common share issuances to CEOcast, Inc.(balance is subject to change). Drawdown Common Share Date of Exercise Amount Issuance 4/18/2022 $ 5,000,000 4,533,528 4/20/2022 $ 5,000,000 5,075,174 5/2/2022 $ 5,000,000 4,734,848 Total $ 15,000,000 14,343,550 |
LIQUIDITY, CAPITAL RESOURCES,_2
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN CONSIDERATION | |||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||
Cash and restricted cash | 65,281,887 | 65,281,887 | $ 852,308 | 42,174 | $ 33,368 |
Cash used in operating activities | (27,900,000) | ||||
Cash used in operating activities | (24,871,780) | $ (5,619,717) | |||
Working capital deficit | 40,500,000 | 40,500,000 | |||
Proceeds from notes payable | 5,000,000 | 12,200,000 | |||
Proceeds in equity from merger | 10,000,000 | ||||
Proceeds from equity issuances | 73,600,000 | 93,600,000 | |||
Accumulated Deficit | $ (219,411,972) | $ (219,411,972) | $ (150,374,649) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Leasehold Improvements, Net (Details) | 6 Months Ended |
Mar. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Furniture and Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Hardware and Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Machinery and Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Cash and cash equivalents | $ 65,150,095 | $ 42,174 |
Refundable deposits for individuals and businesses | 100 | |
Restricted Cash and Cash Equivalents, Current | 131,793 | |
Deferred Advertising Charges | $ 48,855 | $ 261,550 |
Maximum | ||
Amortization period | 36 months |
INTANGIBLE ASSETS - Schedule of
INTANGIBLE ASSETS - Schedule of distribution of the economic value of the identifiable intangible assets (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 3,032,295 | $ 2,786,163 | |
Accumulated Amortization | (736,279) | (290,904) | |
Net Carrying Amount | $ 2,296,016 | 2,495,259 | |
Weighted average Useful life | 3 years | ||
Estimated useful lives | 3 years | ||
Website design and development | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,660,391 | 2,660,391 | |
Accumulated Amortization | (665,097) | (221,699) | |
Net Carrying Amount | 1,995,294 | 2,438,692 | |
Incurred intangible asset costs | 246,132 | $ 41,250 | |
Intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 71,182 | 71,182 | |
Accumulated Amortization | (71,182) | (69,205) | |
Net Carrying Amount | 1,977 | ||
Trademark | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 300,722 | 54,590 | |
Net Carrying Amount | $ 300,722 | $ 54,590 |
INTANGIBLE ASSETS - Schedule _2
INTANGIBLE ASSETS - Schedule of total future amortization expense for finite-lived intellectual property (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Future Amortization Expense | |||||
2022 (six months) | $ 443,398 | $ 443,398 | |||
2023 | 886,797 | 886,797 | |||
2024 | 665,099 | 665,099 | |||
Thereafter | 300,722 | 300,722 | |||
Total Future Amortization Expense | 2,296,016 | 2,296,016 | $ 2,495,259 | ||
Amortization expense | 221,699 | $ 5,932 | 445,376 | $ 11,864 | |
Website design and development | |||||
Future Amortization Expense | |||||
Total Future Amortization Expense | $ 1,995,294 | $ 1,995,294 | $ 2,438,692 |
DEBT - Summary of our indebtedn
DEBT - Summary of our indebtedness (Details) - USD ($) | Mar. 31, 2022 | Mar. 07, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 22,087,868 | $ 39,448,582 | |
Current | 16,859,080 | 39,200,970 | |
Long-term | 5,228,788 | 247,612 | |
Less: Debt Discount | (1,118,902) | (8,060,555) | |
Matured Notes | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | 3,051,085 | 5,838,591 | |
Current | $ 3,051,085 | $ 5,838,591 | |
Matured Notes | Maximum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 15.00% | 15.00% | |
Matured Notes | Minimum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 0.00% | 0.00% | |
Promissory Notes | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 19,331,912 | $ 23,831,912 | |
Current | 14,331,912 | $ 23,831,912 | |
Long-term | $ 5,000,000 | ||
Contractual Interest Rate | 8.99% | 28.00% | |
Promissory Notes | Maximum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 28.00% | 28.00% | |
Promissory Notes | Minimum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 8.99% | 0.00% | |
Demand Note | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 500,000 | ||
Current | $ 500,000 | ||
Contractual Interest Rate | 27.00% | ||
Convertible Unsecured Notes | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 15,932,500 | ||
Current | $ 15,932,500 | ||
Convertible Unsecured Notes | Maximum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 20.00% | ||
Convertible Unsecured Notes | Minimum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 15.00% | ||
Real Estate Note | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 265,973 | $ 283,881 | |
Current | 37,185 | 36,269 | |
Long-term | $ 228,788 | $ 247,612 | |
Contractual Interest Rate | 5.00% | 5.00% | |
Loan Advances | |||
Debt Instrument [Line Items] | |||
Net Carrying Value Unpaid Principal Balance | $ 557,800 | $ 1,122,253 | |
Current | $ 557,800 | $ 1,122,253 | |
Loan Advances | Maximum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 10.00% | 10.00% | |
Loan Advances | Minimum | |||
Debt Instrument [Line Items] | |||
Contractual Interest Rate | 0.00% | 0.00% |
DEBT - Scheduled debt maturitie
DEBT - Scheduled debt maturities (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Debt Maturities | ||
2022 (6 months) | $ 16,859,080 | |
2023 | 228,788 | |
2024 | 5,000,000 | |
Total | $ 22,087,868 | $ 39,448,582 |
DEBT - Notes and Advances (Deta
DEBT - Notes and Advances (Details) - USD ($) | Mar. 07, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||||||
Amortization of debt discount | $ 19,400,483 | $ 1,405,450 | ||||
Promissory Notes | ||||||
Debt Instrument [Line Items] | ||||||
Maturity term | 3 years | |||||
Interest rate (as a percent) | 8.99% | 28.00% | ||||
Remediation of default of debt amount | $ 3,051,085 | $ 3,051,085 | ||||
Debt instrument interest expense | 2,120,515 | $ 4,092,759 | 24,559,459 | 6,499,089 | ||
Amortization of debt discount | $ 1,200,000 | 188,307 | 918,574 | 19,400,483 | 1,405,450 | |
Carrying amount of indebtedness of debt | $ 23,192,500 | $ 0 | 23,192,500 | $ 0 | ||
Principal amount | $ 5,000,000 | |||||
Remaining unamortized discount | $ 1,118,902 | |||||
Promissory Notes | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 28.00% | 28.00% | 28.00% | |||
Promissory Notes | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 8.99% | 8.99% | 0.00% | |||
Loan Advances | ||||||
Debt Instrument [Line Items] | ||||||
Remediation of default of debt amount | $ 557,800 | $ 557,800 | ||||
Loan Advances | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 10.00% | 10.00% | 10.00% | |||
Loan Advances | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate (as a percent) | 0.00% | 0.00% | 0.00% |
DEBT - Drawbridge Relationship
DEBT - Drawbridge Relationship (Details) - USD ($) | Jul. 16, 2021 | Jul. 31, 2020 | Mar. 31, 2022 | Sep. 30, 2021 |
DBI and MTI | ||||
Debt Instrument [Line Items] | ||||
Sale-Leaseback obligation amount | $ 49,500,000 | |||
Sale-Leaseback obligation in face value | 23,831,554 | |||
Extinguishment of debt amount | $ 9,935,086 | |||
Amounts owed to affiliated | $ 27,185,390 | $ 33,296,648 | ||
Outstanding principal paid | $ 10,000,000 | |||
DBI and MTI | MAI warrants | ||||
Debt Instrument [Line Items] | ||||
Common shares issued for cash (in shares) | 5,567,319 | |||
DBI and MTI | MTI warrants | ||||
Debt Instrument [Line Items] | ||||
Common shares issued for cash (in shares) | 71,516,534 | |||
Other DBI | ||||
Debt Instrument [Line Items] | ||||
Amounts owed to affiliated | $ 0 | $ 982,500 |
DEBT - SBA Loans (Details)
DEBT - SBA Loans (Details) - USD ($) | Mar. 11, 2022 | Mar. 07, 2022 | Mar. 03, 2022 | Feb. 28, 2022 | Feb. 01, 2022 | Dec. 27, 2021 | Nov. 29, 2021 | Nov. 19, 2021 | Nov. 11, 2021 | Mar. 29, 2019 | Nov. 23, 2018 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Oct. 31, 2019 | Sep. 29, 2018 | May 23, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on debt settlement | $ (41,096) | |||||||||||||||||
Gain on extinguishment of indebtedness, net | $ 10,000 | 74,509 | $ 890,581 | |||||||||||||||
Long-term Debt | $ 22,087,868 | $ 39,448,582 | ||||||||||||||||
CBSG | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Loss on debt settlement | $ 74,509 | |||||||||||||||||
Repayments of Long-term Debt | $ 74,509 | |||||||||||||||||
NY Group | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 110,000 | $ 140,000 | ||||||||||||||||
MABM Holding | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 25,000 | |||||||||||||||||
EXIM | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 1,750,000 | |||||||||||||||||
Debt, Current | $ 700,000 | |||||||||||||||||
Elegant Funding | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 222,426 | $ 604,770 | ||||||||||||||||
Long-term Debt | $ 185,000 | $ 458,000 | ||||||||||||||||
Debt, Current | $ 185,000 | $ 438,000 | ||||||||||||||||
Chris Langley | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 100,000 | |||||||||||||||||
Wittels Consulting LLC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 250,000 | |||||||||||||||||
Lee Tran | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 200,000 | |||||||||||||||||
Mark Betor. | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 1,000,000 | |||||||||||||||||
Interest paid | $ 150,000 | |||||||||||||||||
Royal Business Group LLC | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Repayments of Long-term Debt | $ 207,500 | $ 250,000 |
DEBT - Convertible Notes (Detai
DEBT - Convertible Notes (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | May 07, 2021 | |
Debt Instrument [Line Items] | ||
Warrants exercise price | $ 8.84 | $ 0.6877 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Unsecured convertible notes | $ 23,192,500 | |
Interest rate (as a percent) | 15.00% | |
Percentage of quarterly interest payments | 20.00% | |
beneficial conversion feature | $ 10,613,630 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Warrants exercise price | $ 0.6877 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($)Vote$ / sharesshares | Mar. 31, 2021USD ($) | Sep. 30, 2021$ / sharesshares | May 07, 2021$ / shares | |
Class of Stock [Line Items] | ||||||
Preferred stock dividends declared or paid | $ | $ 2,519,948 | |||||
Reverse stock ratio | 12.9485 | |||||
Number of votes per share | Vote | 1,000 | |||||
Threshold proceeds to be received | $ | $ 50,000,000 | |||||
Common Stock, shares authorized | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common Stock, shares issued | shares | 289,784,112 | 289,784,112 | 7,048,387 | |||
Common Stock, shares outstanding | shares | 289,784,112 | 289,784,112 | 7,048,387 | |||
Number of votes per common share | Vote | 1 | |||||
Common stock dividends declared or paid | $ | $ 0 | |||||
Warrants exercise price | $ / shares | $ 8.84 | $ 8.84 | $ 0.6877 | |||
Warrants to acquire shares of common stock | shares | 196,005,353 | 196,005,353 | ||||
Exercisable term of warrants | 5 years | 5 years | 5 years | |||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock dividends declared or paid | $ | $ 0 | $ 0 | $ 0 | $ 0 | ||
Conversion ratio | 0.01 | 0.01 | ||||
Series B Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion ratio | 1 | 1 | ||||
Series C Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock dividends rate, percentage | 15.00% | |||||
Percentage of redemption price in first year | 0.00% | |||||
Percentage of redemption price in second year | 120.00% | |||||
Percentage of redemption price in third year | 115.00% | |||||
Percentage of redemption price in fourth year | 110.00% | |||||
Percentage of redemption price in fifth year | 105.00% | |||||
Percentage of redemption price in sixth year and thereafter | 100.00% |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - Summary of Warrant Activity (Details) | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Weighted Average Exercise Price | |
Warrants outstanding at ending | $ 8.84 |
Warrants | |
MAI shares | |
Warrants outstanding at beginning | shares | 4,924,447 |
Warrants exercised | shares | (14,119,525) |
Warrants granted | shares | 25,073,927 |
Warrants outstanding at ending | shares | 15,878,849 |
Weighted Average Exercise Price | |
Warrants outstanding at beginning | $ 8.84 |
Warrants exercised | 8.84 |
Warrants granted | 8.84 |
Warrants outstanding at ending | $ 8.84 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Assumptions Used For Warrants Issued and 0utstanding (Details) - Warrants | Mar. 31, 2022 |
Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Measurement input | 5 |
Volatility | |
Class of Warrant or Right [Line Items] | |
Measurement input | 135 |
Dividend yield | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Risk-free interest rate | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.98 |
Risk-free interest rate | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 1.17 |
Common stock price | |
Class of Warrant or Right [Line Items] | |
Measurement input | 4.16 |
STOCKHOLDERS' EQUITY - Equity T
STOCKHOLDERS' EQUITY - Equity Transactions (Details) - USD ($) | Apr. 15, 2022 | Sep. 01, 2021 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Nov. 05, 2021 | May 07, 2021 |
Subsidiary, Sale of Stock [Line Items] | |||||||
Amount of SPA and registration rights agreement | $ 20,000,000 | ||||||
Purchase agreement | $ 10,894,659 | $ 1,104,802 | |||||
Proceeds from issuance of common stock | $ 40,151,308 | ||||||
Warrants exercise price | $ 8.84 | $ 0.6877 | |||||
Exercisable term of warrants | 5 years | 5 years | |||||
Mullen Technologies and Esousa Holdings LLC | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Purchase agreement | $ 30,000,000 | ||||||
Proceeds from issuance of common stock | $ 29,600,000 | ||||||
Number of shares issued (in shares) | 54,811,504 | ||||||
Exchange Agreement | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 51,622,489 | ||||||
Conversion of Preferred Stock | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 4,969,357 | ||||||
Exercise of Warrants | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of shares issued (in shares) | 196,517,186 |
MAI SHARE- BASED COMPENSATION_2
MAI SHARE- BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
MAI SHARE- BASED COMPENSATION | ||||
Vesting percentage | 100.00% | |||
Requisite service period | 12 months | |||
Period over which additional shares may be issued | 2 years | |||
Composition of Stock-Based Compensation Expense | ||||
Employee MAI share issuance | $ 1,688,694 | $ 366,693 | $ 3,292,987 | $ 932,872 |
MAI shares for services | 21,546,573 | 1,264,967 | 24,042,060 | 1,291,129 |
MAI Share-Based compensation expense | $ 23,235,267 | $ 1,631,660 | $ 27,335,047 | $ 2,224,001 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued expense - other | $ 3,281,186 | $ 2,051,696 |
Accrued payroll | 4,004,893 | 4,586,057 |
Accrued interest | 14,310,221 | 12,489,012 |
Total | 21,596,300 | 19,126,765 |
Delinquent IRS and state tax liabilities | $ 2,865,292 | $ 3,904,720 |
NOTE RECEIVABLE (Details)
NOTE RECEIVABLE (Details) - USD ($) | Mar. 31, 2022 | Oct. 08, 2021 | Sep. 30, 2021 |
Class of Warrant or Right [Line Items] | |||
Principal amount | $ 15,090,552 | $ 15,000,000 | $ 90,552 |
Securities Purchase Agreement | |||
Class of Warrant or Right [Line Items] | |||
Warrants | $ 15,000,000 |
LIABILITY TO ISSUE STOCK (Detai
LIABILITY TO ISSUE STOCK (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
LIABILITY TO ISSUE STOCK | ||
Liability to issue shares | $ 0 | $ 7,027,500 |
PROPERTY, EQUIPMENT AND LEASE_3
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Subtotal | $ 15,798,398 | $ 15,798,398 | $ 3,765,418 | ||
Less: Accumulated Depreciation | (2,744,463) | (2,744,463) | (2,583,941) | ||
Property, Equipment and Leasehold Improvements, Net | 13,053,935 | 13,053,935 | 1,181,477 | ||
Depreciation | 81,160 | $ 108,972 | 165,182 | $ 211,467 | |
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 8,078,757 | 8,078,757 | 804,654 | ||
Furniture and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 485,534 | 485,534 | 111,102 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 45,887 | 45,887 | 45,887 | ||
Computer Hardware and Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 201,834 | 201,834 | 139,742 | ||
Machinery and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | 6,946,018 | 6,946,018 | 2,597,654 | ||
Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Subtotal | $ 40,368 | $ 40,368 | $ 66,379 |
PROPERTY, EQUIPMENT AND LEASE_4
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET - Mullen Investment Properties (Details) - Nov. 12, 2021 | USD ($)ft² | a |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | ||
Payments to acquire property | $ | $ 12,000,000 | |
Manufacturing space occupies | ft² | 124,000 | |
Area of Land | 127,400 | 100 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
OTHER ASSETS | ||
Coda Materials | $ 76,588 | $ 76,587 |
Show Room Cars | 3,716,106 | 2,739,995 |
Security Deposits | 186,640 | 186,640 |
Deposit on Property | 1,240,000 | |
Total Other Assets | $ 3,979,334 | $ 4,243,222 |
OPERATING EXPENSES (Details)
OPERATING EXPENSES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING EXPENSES | ||||
Professional Fees | $ 21,725,222 | $ 2,457,846 | $ 26,864,554 | $ 3,399,575 |
Salaries | 4,217,073 | 1,082,480 | 7,378,993 | 2,234,148 |
Depreciation and amortization | 302,859 | 114,903 | 610,558 | 223,331 |
Lease | 559,583 | 379,234 | 1,019,118 | 735,404 |
Settlements and penalties | 589,846 | 24,910 | 884,832 | 79,498 |
Employee benefits | 545,108 | 88,516 | 913,160 | 171,546 |
Utilities and office expense | 111,419 | 72,351 | 225,913 | 140,234 |
Advertising and promotions | 472,803 | 223,675 | 2,925,593 | 253,216 |
Taxes and licenses | 210,697 | 4,811 | 279,488 | 11,505 |
Repairs and maintenance | 60,482 | 56,529 | 79,702 | 100,335 |
Other | 474,341 | 171,485 | 988,605 | 280,626 |
Total General and Administrative Expenses | $ 29,269,433 | $ 4,676,740 | $ 42,170,516 | $ 7,629,418 |
OPERATING EXPENSES - Research a
OPERATING EXPENSES - Research and development (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Research & Development | ||||
Professional fees | $ 1,183,437 | $ 538,271 | $ 2,340,761 | $ 1,056,294 |
Total | $ 1,183,437 | $ 538,271 | $ 2,340,761 | $ 1,056,294 |
LEASES - Lease assets and liabi
LEASES - Lease assets and liabilities (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Assets: | ||
Operating lease right-of-use assets | $ 2,066,049 | $ 2,350,929 |
Liabilities: | ||
Operating lease liabilities, current | (651,494) | (599,898) |
Operating lease liabilities, non-current | (1,523,158) | (1,857,894) |
Total lease liabilities | $ (2,174,652) | $ (2,457,792) |
Weighted average remaining lease terms: Operating leases | 2 years 11 months 8 days | 3 years 4 months 2 days |
Weighted average discount rate: Operating leases | 28.00% | 28.00% |
LEASES - Operating lease costs
LEASES - Operating lease costs (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Operating lease costs: | ||||
Fixed lease cost | $ 452,789 | $ 140,171 | $ 739,271 | $ 485,241 |
Variable lease cost | 130,752 | 232,283 | 260,357 | 236,599 |
Short-term lease cost | 29,185 | 27,795 | 125,777 | 55,591 |
Sublease income | (53,144) | (21,013) | (106,287) | (42,026) |
Total operating lease costs | $ 559,582 | $ 379,236 | $ 1,019,118 | $ 735,405 |
LEASES - Maturities of operatin
LEASES - Maturities of operating lease liabilities (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Year ending March 31, | ||
2022 (6 months) | $ 602,568 | |
2023 | 1,157,693 | |
2024 | 824,287 | |
2025 | 436,156 | |
2026 | 222,787 | |
Total lease payments | 3,243,491 | |
Less: Imputed interest | (1,068,839) | |
Present value of lease liabilities | $ 2,174,652 | $ 2,457,792 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 6 Months Ended | |||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Nov. 12, 2021ft² | Nov. 12, 2021a | |
Lessee, Lease, Description [Line Items] | ||||
Option to extend | true | |||
Option to terminate | true | |||
Area of land | 127,400 | 100 | ||
Payments for purchase of plant | $ 10,491,547 | $ 60,818 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 1 year | |||
Renewal term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 3 years | |||
Renewal term | 5 years |
CONTINGENCIES AND CLAIMS - Cons
CONTINGENCIES AND CLAIMS - Consulting Agreement (Details) - Preferred Management Partners, Inc. - shares | 1 Months Ended | |
Feb. 28, 2022 | Sep. 23, 2021 | |
CONTINGENCIES AND CLAIMS | ||
Consulting agreement compensation | 750,000 | |
Consulting agreement success fee | 750,000 | |
Common shares issued to settle liability to issue (in shares) | 1,000,000 |
CONTINGENCIES AND CLAIMS - Inte
CONTINGENCIES AND CLAIMS - International Business Machines (Details) - Lawsuit with IBM - USD ($) $ in Millions | Dec. 02, 2021 | Sep. 30, 2017 |
CONTINGENCIES AND CLAIMS | ||
Provision for legal liability | $ 4.5 | |
Amount of judgment | $ 5.6 |
CONTINGENCIES AND CLAIMS - Fede
CONTINGENCIES AND CLAIMS - Federal and State Tax Liabilities (Details) - USD ($) | Apr. 14, 2022 | Apr. 28, 2021 | Mar. 31, 2022 |
Payroll Tax Liability | |||
CONTINGENCIES AND CLAIMS | |||
Liability associated with past due amounts | $ 2,800,000 | ||
Payroll Tax Liability | Subsequent event | |||
CONTINGENCIES AND CLAIMS | |||
Amount of monthly payments | $ 45,000 | ||
EDD | |||
CONTINGENCIES AND CLAIMS | |||
Amount of monthly payments | $ 10,000 | ||
Aggregate liability, settlement amount | $ 346,575 |
CONTINGENCIES AND CLAIMS - Inve
CONTINGENCIES AND CLAIMS - Investment Banking Services Agreement (Details) - Investment Banking Services Agreement. | May 05, 2020USD ($) |
CONTINGENCIES AND CLAIMS | |
Amount of retainer for services | $ 50,000 |
Threshold percentage of gross proceeds of the public offering | 6.00% |
Threshold amount of gross proceeds from public offering | $ 3,000,000 |
CONTINGENCIES AND CLAIMS - Ling
CONTINGENCIES AND CLAIMS - Linghang Boao Group, LTD (Details) - Strategic Cooperation Agreement | Dec. 03, 2019USD ($) | Nov. 30, 2019USD ($)Milestone | Sep. 30, 2020USD ($) | Mar. 31, 2022USD ($) |
CONTINGENCIES AND CLAIMS | ||||
Term of Agreement | 3 years | |||
Total commitment amount | $ 2,196,000 | |||
Payment of installment amount | $ 390,000 | |||
Loss on contract | $ 390,000 | |||
Accrual for remaining milestone payments | $ 0 | |||
Minimum | ||||
CONTINGENCIES AND CLAIMS | ||||
Driving range distance (in miles) | Milestone | 480 | |||
Maximum | ||||
CONTINGENCIES AND CLAIMS | ||||
Driving range distance (in miles) | Milestone | 720 |
CONTINGENCIES AND CLAIMS (Detai
CONTINGENCIES AND CLAIMS (Details) - USD ($) | Aug. 13, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2021 |
CONTINGENCIES AND CLAIMS | ||||
Litigation Liability | $ 0 | |||
Common Stock; $0.001 par value; 500,000,000 shares authorized; 288,195,730 and 7,048,387 issued and outstanding at March 31, 2022 and September 30, 2021 respectively. | $ 289,782 | $ 7,048 | ||
Odyssey Group Settlement | ||||
CONTINGENCIES AND CLAIMS | ||||
Litigation owed | $ 503,637 | |||
Litigation settlement payable | $ 50,000 | |||
Litigation settlement payable in common stock | 500,000 | |||
Litigation settlement payable in cash or common stock | $ 10,000 | |||
Litigation settlement duration term | 30 years | |||
Common stock issued for litigation settlement | 500,000 | |||
Common Stock; $0.001 par value; 500,000,000 shares authorized; 288,195,730 and 7,048,387 issued and outstanding at March 31, 2022 and September 30, 2021 respectively. | $ 1,250,000 | |||
Litigation settlement paid in cash | $ 50,000 |
RELATED PARTY TRANSACTIONS - Dr
RELATED PARTY TRANSACTIONS - Drawbridge Related Transactions (Details) - Drawbridge - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||
Loan Principal | $ 13,831,554 | $ 23,831,554 |
Number of Shares | 13,931,103 | 13,700,038 |
Fair value of Shares | $ 116,212,476 | $ 116,212,476 |
Default interest rate | 28.00% | |
Accrued interest | $ 13,353,836 | |
Various Notes | ||
Related Party Transaction [Line Items] | ||
Loan Principal | $ 13,831,554 | $ 23,831,554 |
Common and preferred shares | Common Stock | ||
Related Party Transaction [Line Items] | ||
Number of Shares | 11,147,443 | 8,130,384 |
Fair value of Shares | $ 91,604,926 | $ 66,994,364 |
Common and preferred shares | Series A Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Number of Shares | 2,335 | |
Fair value of Shares | $ 3,012 | |
Common and preferred shares | Series B Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Number of Shares | 2,783,660 | 5,567,319 |
Fair value of Shares | $ 49,215,100 | $ 49,215,100 |
RELATED PARTY TRANSACTIONS - Ch
RELATED PARTY TRANSACTIONS - Chief Executive Officer Loans to MTI (Details) - USD ($) | Oct. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||||||
Consulting payments | $ 21,725,222 | $ 2,457,846 | $ 26,864,554 | $ 3,399,575 | ||
Consulting agreements | Mary Winters, Corporate Secretary and Director | ||||||
Related Party Transaction [Line Items] | ||||||
Term of agreement | 1 year | |||||
Annual salary under agreement | $ 60,000 | |||||
Consulting payments | 15,000 | |||||
Monthly salary under agreement | $ 5,000 | |||||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balances for loans to related parties | $ 0 | $ 0 | $ 479,914 |
RELATED PARTY TRANSACTIONS - Wi
RELATED PARTY TRANSACTIONS - William Miltner (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2022 | Mar. 31, 2022 | |
RELATED PARTY TRANSACTIONS | ||
Amount paid for legal services | $ 393,997 | $ 625,480 |
RELATED PARTY TRANSACTIONS - Sh
RELATED PARTY TRANSACTIONS - Short-Term Financing (Details) - USD ($) | Jan. 14, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Interest expense | $ 2,120,515 | $ 4,092,759 | $ 24,559,459 | $ 6,499,089 | |
Letter of Intent | |||||
Related Party Transaction [Line Items] | |||||
Letter of amount maximum borrowing capacity | $ 1,000,000 | ||||
Total agreed repayment amount | 1,150,000 | ||||
Interest expense | $ 150,000 |
SUBSEQUENT EVENTS - Subsequent
SUBSEQUENT EVENTS - Subsequent Events (Details) | May 10, 2022USD ($) | May 02, 2022USD ($)shares | Apr. 27, 2022shares | Apr. 20, 2022USD ($)shares | Apr. 18, 2022USD ($)shares | May 02, 2022USD ($)shares | May 31, 2022USD ($)itemshares | Sep. 30, 2022employeeitem | Mar. 31, 2022USD ($) |
CEO cast | |||||||||
Subsequent Event [Line Items] | |||||||||
Notes Receivable | $ 15,000,000 | ||||||||
Subsequent event | Net Element | |||||||||
Subsequent Event [Line Items] | |||||||||
Litigation owed | $ 38,500 | ||||||||
Subsequent event | CEO cast | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from warrants | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 15,000,000 | $ 15,000,000 | ||||
Number of equal monthly installments | item | 3 | ||||||||
Incremental proceeds from warrants | $ 5,000,000 | ||||||||
Number of Shares Issued (in shares) | shares | 4,734,848 | 5,075,174 | 4,533,528 | 14,343,550 | 14,343,550 | ||||
Subsequent event | Kathryn Gardner | |||||||||
Subsequent Event [Line Items] | |||||||||
Term of agreement | 60 days | ||||||||
Number of Shares Issued (in shares) | shares | 600,000 | ||||||||
Forecast | Mullen ONE | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of vehicles assembled per year | item | 5,000 | ||||||||
Direct manufacturing jobs | employee | 101 |
SUBSEQUENT EVENTS - Warrant Exe
SUBSEQUENT EVENTS - Warrant Exercises (Details) - Subsequent event | 2 Months Ended |
May 31, 2022itemshares | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 6,395,140 |
Common Shares Issuance | shares | 70,135,135 |
Acuitas Group LLC | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 3,961,160 |
Common Shares Issuance | shares | 40,020,024 |
JADR Consulting Limited PTY | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 750,000 |
Common Shares Issuance | shares | 10,050,000 |
TDR Capital | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 750,000 |
Common Shares Issuance | shares | 10,050,000 |
Friedlander, Michael | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 37,356 |
Common Shares Issuance | shares | 234,038 |
Fallon, Jim | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 136,914 |
Common Shares Issuance | shares | 1,848,509 |
Mank Capital | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 141,333 |
Common Shares Issuance | shares | 1,908,166 |
Mogul, Jess | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 167,568 |
Common Shares Issuance | shares | 2,262,379 |
Burgess, Helen | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 124,801 |
Common Shares Issuance | shares | 1,048,945 |
Burgess, Robert | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 33,959 |
Common Shares Issuance | shares | 258,422 |
Hughes, Kurtis | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 16,979 |
Common Shares Issuance | shares | 142,708 |
Sigurdsson, Jon | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 71,315 |
Common Shares Issuance | shares | 599,396 |
Vanderhoof, Joel | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 124,801 |
Common Shares Issuance | shares | 1,048,945 |
Terblanche, Jacques | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 25,469 |
Common Shares Issuance | shares | 214,065 |
Vision Living Outdoors | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 28,016 |
Common Shares Issuance | shares | 235,473 |
Weidemann, Etienne | |
Subsequent Event [Line Items] | |
Warrants Exercised | item | 25,469 |
Common Shares Issuance | shares | 214,065 |
SUBSEQUENT EVENTS - Preferred S
SUBSEQUENT EVENTS - Preferred Share Conversion (Details) - Subsequent event - shares | May 07, 2022 | May 06, 2022 | Apr. 26, 2022 | Apr. 20, 2022 | Apr. 19, 2022 | May 07, 2022 |
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 2,048,933 | |||||
Common Share Issuance | 2,048,933 | |||||
JADR Consulting Limited PTY | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 498,073 | |||||
Common Share Issuance | 498,073 | |||||
TDR Capital | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 996,164 | |||||
Common Share Issuance | 996,164 | |||||
Friedlander, Michael | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 12,452 | |||||
Common Share Issuance | 12,452 | |||||
Fallon, Jim | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 105,190 | |||||
Common Share Issuance | 105,190 | |||||
Mank Capital | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 115,184 | |||||
Common Share Issuance | 115,184 | |||||
Mogul, Jess | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 148,964 | |||||
Common Share Issuance | 148,964 | |||||
Burgess, Helen | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 41,600 | |||||
Common Share Issuance | 41,600 | |||||
Burgess, Robert | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 33,959 | |||||
Common Share Issuance | 33,959 | |||||
Hughes, Kurtis | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 5,660 | |||||
Common Share Issuance | 5,660 | |||||
Sigurdsson, Jon | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 23,771 | |||||
Common Share Issuance | 23,771 | |||||
Vanderhoof, Joel | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 41,600 | |||||
Common Share Issuance | 41,600 | |||||
Terblanche, Jacques | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 8,489 | |||||
Common Share Issuance | 8,489 | |||||
Vision Living Outdoors | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 9,338 | |||||
Common Share Issuance | 9,338 | |||||
Weidemann, Etienne | ||||||
Subsequent Event [Line Items] | ||||||
Exercised Preferred Shares | 8,489 | |||||
Common Share Issuance | 8,489 |