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Delaware
(State or other jurisdiction of
incorporation or organization) |
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90-1025599
(I.R.S. Employer
Identification Number) |
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Large accelerated filer:
☐
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Accelerated filer:
☐
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Non-accelerated filer:
☒
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Smaller reporting company:
☒
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Emerging growth company:
☐
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Page
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| | | | 25 | | |
Name of Selling Securityholder
|
| |
Number of
Shares of Common Stock Owned Prior to Offering |
| |
Maximum Number
of Shares of Common Stock to be Sold Pursuant to this Prospectus |
| |
Number of
Shares of Common Stock Owned After Offering |
| |
Percentage
of Shares of Common Stock Owned After Offering if Greater than 1% |
| ||||||||||||
Acuitas Capital, LLC(1)
|
| | | | 119,119,097 | | | | | | 285,831,218 | | | | | | — | | | | | | * | | |
Digital Power Lending, LLC(2)
|
| | | | 21,399,480 | | | | | | 44,881,722 | | | | | | — | | | | | | * | | |
Esousa Holdings, LLC(3)
|
| | | | 22,694,668 | | | | | | 10,575,258 | | | | | | 18,396,646 | | | | | | 3.83% | | |
JADR Capital 2 Pty Limited(4)
|
| | | | 20,460,056 | | | | | | 50,403,031 | | | | | | — | | | | | | * | | |
Jess Mogul(5)
|
| | | | 2,825,249 | | | | | | 6,961,244 | | | | | | — | | | | | | * | | |
Jim Fallon(6)
|
| | | | 1,842,052 | | | | | | 4,533,391 | | | | | | — | | | | | | * | | |
Mank Capital, LLC(7)
|
| | | | 1,987,826 | | | | | | 4,891,034 | | | | | | — | | | | | | * | | |
TDR Capital Pty Limited(8)
|
| | | | 69,468,846 | | | | | | 100,775,906 | | | | | | 28,560,796 | | | | | | 5.95% | | |
Joel M. Vanderhoof(9)
|
| | | | 1,579,520 | | | | | | 3,886,400 | | | | | | — | | | | | | * | | |
Jon Sigurdsson(10)
|
| | | | 902,584 | | | | | | 2,220,804 | | | | | | — | | | | | | * | | |
Helen Burgess(11)
|
| | | | 1,579,520 | | | | | | 3,886,400 | | | | | | — | | | | | | * | | |
Vision Outdoor Living, Inc.(12)
|
| | | | 354,578 | | | | | | 872,438 | | | | | | — | | | | | | * | | |
Michael Friedlander(13)
|
| | | | 492,716 | | | | | | 1,175,712 | | | | | | 7,490 | | | | | | * | | |
Etienne L. Weidemann(14)
|
| | | | 322,343 | | | | | | 793,124 | | | | | | — | | | | | | * | | |
Jacques Terblanche(15)
|
| | | | 322,343 | | | | | | 793,124 | | | | | | — | | | | | | * | | |
Kurtis D. Hughes(16)
|
| | | | 214,890 | | | | | | 528,737 | | | | | | — | | | | | | * | | |
Robert J. Burgess(17)
|
| | | | 429,794 | | | | | | 1,057,507 | | | | | | — | | | | | | * | | |
|
SEC Registration Fee
|
| | | $ | 40,808.05 | | |
|
Legal Fees and Expenses
|
| | | $ | 75,000.00* | | |
|
Accounting Fees and Expenses
|
| | | $ | 5,000.00* | | |
|
Printing
|
| | | $ | 6,000* | | |
|
Miscellaneous
|
| | | $ | 7,500* | | |
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Total
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| | | $ | 134,308.05 | | |
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Signature
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Title
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Date
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/s/ David Michery
David Michery
|
| | President, Chief Executive Officer and Chairman (Principal Executive Officer) | | | August 5, 2022 | |
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/s/ Kerri Sadler
Kerri Sadler
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | August 5, 2022 | |
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/s/ Ignacio Novoa
Ignacio Novoa
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| | Director | | | August 5, 2022 | |
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/s/ Mary Winter
Mary Winter
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| | Secretary and Director | | | August 5, 2022 | |
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/s/ Kent Puckett
Kent Puckett
|
| | Director | | | August 5, 2022 | |
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/s/ Mark Betor
Mark Betor
|
| | Director | | | August 5, 2022 | |
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/s/ William Miltner
William Miltner
|
| | Director | | | August 5, 2022 | |
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/s/ Jonathan New
Jonathan New
|
| | Director | | | August 5, 2022 | |
Exhibit 5.1
August 5, 2022
Mullen Automotive Inc.
1405 Pioneer Street
Brea, California 92821
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Mullen Automotive Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-3 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the of the offering for resale by the selling stockholders listed therein of up to an aggregate of 524,067,048 shares of the Company’s common stock, par value $0.001 per share, consisting of (i) up to 4,533,353 shares of Common Stock that is issued and outstanding (the “Common Shares”); (ii) up to 11,139,665 shares of Common Stock issuable upon conversion of preferred stock (the “Conversion Shares”); and (iii) up to 508,394,030 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of outstanding warrants (the “Warrants”). The Common Shares, Conversion Shares and Warrant Shares are herein collectively referred to as the “Securities.”
In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Company’s Amended and Restated Certificate of Incorporation, as amended and supplemented (the “Amended and Restated Certificate of Incorporation”); (ii) the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”); (iii) the Warrants; (iv) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Securities and related matters, (v) the Registration Statement and all exhibits thereto, and (vi) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.
In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.
We do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Common Shares are, and the Conversion Shares and Warrant Shares, when paid for and issued pursuant to the terms of the Amended and Restated Certificate of Incorporation and the Warrants, will be, duly authorized, legally issued, fully paid and non-assessable.
This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion that might affect the opinions expressed therein.
We hereby consent to the filing of this opinion to the Commission as an exhibit to the Registration Statement. We hereby also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ McDermott Will & Emery LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Mullen Automotive Inc.
Brea, California
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated December 29, 2021, relating to our audits of the consolidated financial statements of Mullen Automotive Inc. at and for the years ended September 30, 2021 and 2020, which appear in the Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on January 10, 2022. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.
/s/ Daszkal Bolton, LLP
Fort Lauderdale, Florida
August 4, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Mullen Automotive Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type | Security Class Title | Fee
Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum
Aggregate Offering Price | Fee Rate | Amount
of Registration Fee | |||||||||||||||
Equity | Common Stock, par value $0.001 per share | Rule 457(c) and Rule 457(h) | 524,067,048 | $ | 0.84 | $ | 440,216,320 | $ | 0.0000927 | $ | 40,808.05 | |||||||||||
Total Offering Amounts | $ | 440,216,320 | $ | 40,808.05 | ||||||||||||||||||
Total Fee Offsets | – | |||||||||||||||||||||
Net Fee Due | $ | 40,808.05 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions which results in an increase in the number of shares of the registrant’s outstanding Ordinary Shares. |
(2) | Calculated in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of our shares of common stock, par value $0.001 per share, on the Nasdaq Capital Market on August 1, 2022. |