As filed with the Securities and Exchange Commission on March 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MULLEN AUTOMOTIVE INC.
(Exact name of registrant as specified in its charter)
Delaware | 86-3289406 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
1405 Pioneer Street
Brea, California 92821
(Address of principal executive offices)
Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended
(Full title of the plan)
David Michery
President and Chief Executive Officer
1405 Pioneer St
Brea, CA 92821
(714) 613-1900
(Name, address and telephone number of agent for service)
With copies to:
Katherine J. Blair
Jones Day
555 South Flower Street, 50th Floor
Los Angeles, CA 90071-2300
(213) 489-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
2022 Equity Incentive Plan
This Registration Statement on Form S-8 is being filed by Mullen Automotive Inc. (the “Company” or “Registrant”) for the purpose of registering 20,000,000 additional shares of the Registrant’s common stock, $0.001 par value (the “Common Stock”), reserved and available for issuance pursuant to an amendment (the “Amendment”) to the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”), which Amendment was approved by the stockholders of the Company at the Annual Meeting of Stockholders held on March 13, 2025.
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement of the Company on Form S-8 relating to the 2022 Plan, is effective, and the Company’s Registration Statements on Form S-8 (File Nos. 333-266787, 333-267417, 333-274113, 333-276539, 333-282274 and 333-285053) previously filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2022, September 14, 2022, August 21, 2023, January 17, 2024, September 20, 2024 and February 19, 2025, respectively, registering shares of Common Stock issuable under the 2022 Plan, which are incorporated by reference in this Registration Statement, except as supplemented by the information set forth below.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents filed by it with the Commission:
(a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as filed with the Commission on January 24, 2025 (“2024 10-K”); |
(b) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended on December 31, 2024, as filed with the Commission on February 19, 2025; |
(c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on October 6, 2023, October 18, 2023, October 27, 2023, November 1, 2023, November 17, 2023 (Form 8-K/A), December 1, 2023, December 21, 2023, December 21, 2023 (Form 8-K/A), December 22, 2023, January 24, 2024, March 5, 2024, March 7, 2024, May 6, 2024, May 24, 2024, June 6, 2024, July 12, 2024, August 1, 2024, August 26, 2024, August 30, 2024, September 13, 2024, September 20, 2024, October 1, 2024, October 2, 2024, October 25, 2024, October 28, 2024, December 9, 2024, December 13, 2024, January 2, 2025, January 22, 2025, January 27, 2025 (two Form 8-K filings), February 6, 2025, February 11, 2025, February 18, 2025, February 28, 2025, March 7, 2025, March 14, 2025, and March 20, 2025; |
(d) | The description of the Registrant’s Common Stock in Exhibit 4.1 to its 2024 Form 10-K and as may be further updated or amended in any amendment or report filed for such purpose; and |
(e) | The description of the Rights contained in Form 8-A filed with the SEC on May 6, 2024, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant has furnished, or may from time to time furnish, to the Commission is, or will be, incorporated by reference into, or otherwise included in, this Registration Statement.
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Item 8. Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brea, State of California, on the 26th day of March, 2025.
Mullen Automotive Inc. | |||
By: | /s/ David Michery | ||
Name: | David Michery | ||
Title: | Chief Executive Officer and President |
We, the undersigned officers and directors of Mullen Automotive Inc., a Delaware corporation, do hereby constitute and appoint David Michery and Jonathan New, each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name and Signature | Title | Date | ||
/s/ David Michery |
President, Chief Executive Officer and Chairman of the Board | March 26, 2025 | ||
David Michery | (Principal Executive Officer) | |||
/s/ Jonathan New | Chief Financial Officer | March 26, 2025 | ||
Jonathan New | (Principal Financial Officer) | |||
/s/ Chester Bragado | Chief Accounting Officer | March 26, 2025 | ||
Chester Bragado | (Principal Accounting Officer) | |||
/s/ Mary Winter | Secretary and Director | March 26, 2025 | ||
Mary Winter | ||||
/s/ William Miltner | Director | March 26, 2025 | ||
William Miltner | ||||
/s/ John Andersen | Director | March 26, 2025 | ||
John Andersen | ||||
/s/ Ignacio Nova | Director | March 26, 2025 | ||
Ignacio Novoa | ||||
/s/ Kent Puckett | Director | March 26, 2025 | ||
Kent Puckett | ||||
/s/ Mark Betor | Director | March 26, 2025 | ||
Mark Betor |
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Exhibit 5.1
555 South Flower Street ● Fiftieth Floor ● Los Angeles, California 90071.2452
Telephone: +1.213.489.3939 ● jonesday.com
March 26, 2025
Mullen Automotive Inc.
1405 Pioneer Street
Brea, California 92821
Re: | Registration Statement on Form S-8 Filed by Mullen Automotive Inc. |
Ladies and Gentlemen:
We have acted as counsel for Mullen Automotive Inc., a Delaware corporation (the “Company”), in connection with the registration of (i) 20,000,000 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issuable under the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “Plan”), and (ii) the associated preferred stock purchase rights which may be issued to holders of the Shares (the “Rights” and, together with the Shares, the “Securities”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:
1. | The Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, performance stock unit, restricted stock unit or other applicable award agreements under the Plan (the “Award Agreements”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof. |
2. | The Rights, when issued in accordance with the Rights Agreement, dated as of May 1, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights agent (as amended, the “Rights Agreement”), will constitute valid and binding obligations of the Company. |
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
AMSTERDAM ● ATLANTA ● BEIJING ● BOSTON ● BRISBANE ● BRUSSELS ● CHICAGO ● CLEVELAND ● COLUMBUS ● DALLAS DETROIT ● DUBAI ● DÜSSELDORF ● FRANKFURT ● HONG KONG ● HOUSTON ● IRVINE ● LONDON ● LOS ANGELES ● MADRID MELBOURNE ● MEXICO CITY ● MIAMI ● MILAN ● MINNEAPOLIS ● MUNICH ● NEW YORK ● PARIS ● PERTH ● PITTSBURGH SAN DIEGO ● SAN FRANCISCO ● SÃO PAULO ● SHANGHAI ● SILICON VALLEY ● SINGAPORE ● SYDNEY ● TAIPEI ● TOKYO ● WASHINGTON
Mullen Automotive Inc.
March 26, 2025
Page 2
The opinions expressed herein are limited to the General Corporation Law of the State of Delaware and the laws of the State of New York, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell (i) the Shares pursuant to the Plan and the Award Agreements and (ii) the Rights pursuant to the Rights Agreement will be in full force and effect at all times at which the Securities are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions.
In rendering the opinions above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company (the “Board”) or an authorized committee of the Board.
In rendering the opinion set forth in paragraph 2 above, we have also assumed that (i) the Company’s Board has acted and will act in accordance with its fiduciary duties with respect to the authorization, execution, delivery and administration of the Rights Agreement and the issuance and administration of the Rights and (ii) the Rights Agreement constitutes a valid and binding obligation of each party thereto other than the Company. It should be understood that (x) the Rights, by their terms, are subject under certain circumstances to becoming void in the hands of certain holders or purported transferees, (y) our opinion addresses the Rights and the Rights Agreement in their entirety and does not address the validity or binding effect of any particular provision of the Rights or the Rights Agreement, and (z) the effect, if any, that the invalidity of any particular provision of the Rights Agreement or the Rights might have on any other provision, or the entirety, of the Rights Agreement or the Rights is not settled under applicable law and could be affected by the facts and circumstances existing at the time of any adjudication of the issue. It should also be understood that our opinion does not address the substance or consequences of any determination that a court of competent jurisdiction may make regarding whether the Company’s Board would be required to redeem or terminate, or take other action with respect to, the Rights Agreement or the Rights at some future time based on the facts and circumstances existing at that time.
The opinions expressed herein are limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Securities under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, | |
/s/ Jones Day |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 24, 2025, relating to the consolidated financial statements of Mullen Automotive Inc. as of and for the year ended September 30, 2024 (which report includes an explanatory paragraph regarding the Company’s ability to continue as a going concern).
/s/ RBSM LLP
RBSM, LLP
Larkspur, California
March 26, 2025
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
Mullen Automotive Inc.
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount
to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
||||||||||||||||||
Equity(3) | Common Stock, $0.001 par value per share | Other | 20,000,000 | (4) | $ | 0.3004 | $ | 6,007,000.00 | $ | 0.00015310 | $ | 919.67 | |||||||||||||
Total Offering Amounts | $ | 919.67 | |||||||||||||||||||||||
Total Fees Previously Paid | - | ||||||||||||||||||||||||
Total Fee Offsets | - | ||||||||||||||||||||||||
Net Fee Due | $ | 919.67 |
Offering Note
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
(2) | Proposed maximum offering price per unit estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per unit and maximum aggregate offering price are based on the reported average of the high and low prices of the Common Stock as reported on the Nasdaq on March 21, 2025 (rounded up to the nearest cent). |
(3) | This Registration also relates to the rights to purchase shares of Series A-1 Junior Participating Preferred Stock, par value $0.001 per share, of the Registrant (the “Rights”), which are attached to all shares of Common Stock pursuant to the terms of the Rights Agreement, dated May 1, 2024. Until the occurrence of prescribed events, the Rights are not exercisable. The Rights are appurtenant to and trade with the Common Stock and the Preferred Stock and no separate consideration will be received for the Rights. Therefore, the registration fee for the Rights is included in the fee for the Common Stock. |
(4) | Represents shares of Common Stock available for grant under the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”). These shares are being registered pursuant to an amendment to the 2022 plan which was approved by the stockholders of the Company at the Annual Meeting of Stockholders held on March 13, 2025. |