Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 31, 2024

MULLEN AUTOMOTIVE INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34887		86-3289406
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1405 Pioneer Street, Brea, California 92821

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code

(714) 613-1900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001	MULN	The Nasdaq Stock Market, LLC (Nasdaq Capital Market)
Rights to Purchase Series A-1 Junior Participating Preferred Stock	None	The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On May 31, 2024, Mullen Automotive Inc. (the “Company”) settled and cancelled shares of its Series C Preferred Stock that had a redemption value of approximately $14.9 million with the issuance of $3.0 million of Series E Preferred Stock. This does not constitute a new financing.

On May 31, 2024, the Company entered into a Settlement Agreement and Release (the “Settlement Agreement”) with Ault Lending, LLC (the “Investor”) pursuant to which the Company issued $3 million of, or 76,923, shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), in exchange for the cancellation of 1,211,299 shares of the Company’s Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), held by the Investor, which, pursuant to the terms of the Company’s Second Amended and Restated Certificate of Incorporation, such shares of Series C Preferred Stock had a redemption value of approximately $14.9 million and aggregate accrued dividends of approximately $4.2 million. Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series E Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with the Settlement Agreement, the Investor, at its discretion, may exchange, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities exemption, some or all of the shares of Series E Preferred Stock for an equal dollar amount of Notes and Warrants pursuant to the “Additional Investment” set forth in, and on the same terms and conditions of, that certain Securities Purchase Agreement, dated as of May 14, 2024 (each capitalized term as defined therein), between the Company and the investors named therein. A description of such Securities Purchase Agreement, the Notes and Warrants is set forth in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2024.

The foregoing summary of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure required by this Item is included in Items 1.01 and 5.03 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations of the Investor in the Settlement Agreement, the offering of the Series E Preferred Stock to the Investor was exempt from registration under Section 4(a)(2) of the Securities Act. The Investor represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act).

As previously disclosed in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, on May 13, 2024, the Company entered into a Settlement Agreement and Stipulation (the “Agreement”) with Silverback Capital Corporation (“SCC”), pursuant to which the Company agreed to issue Common Stock to SCC in exchange for the settlement of an aggregate of $4,623,655 (the “Settlement Amount”) to resolve outstanding overdue liabilities with different vendors. On May 29, 2024, the Circuit Court of the Twelfth Judicial Circuit in and for Manatee County, Florida (the “Court”), entered an order (the “Order”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act in accordance with a stipulation of settlement, pursuant to the Agreement between the Company and SCC. SCC commenced action against the Company to recover the Settlement Amount of past-due obligations and accounts payable of the Company (the “Claim”), which SCC had purchased from certain vendors of the Company pursuant to the terms of separate receivable purchase agreements between SCC and each of such vendors. The Order provides for the full and final settlement of the Claim and the related action. The Agreement became effective and binding upon execution of the Order by the Court on May 29, 2024. Pursuant to the terms of the Agreement approved by the Order, the Company agreed to issue to SCC shares (the “Settlement Shares”) of the Company’s Common Stock. The Settlement Agreement provides that the Settlement Shares will be issued in one or more tranches, as necessary, sufficient to satisfy the Settlement Amount through the issuance of securities issued pursuant to Section 3(a)(10) of the Securities Act. Pursuant to the Agreement, SCC may deliver requests to the Company for additional shares of Common Stock to be issued to SCC until the Settlement Amount is paid in full, provided that any excess shares issued to SCC will be cancelled.

In connection with the Agreement, on May 31, 2024, the Company issued 423,900 shares of Common Stock to SCC, representing a payment of approximately $1.2 million, plus 10,000 shares as a settlement fee. The issuance of Common Stock to SCC pursuant to the terms of the Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear. The Agreement provides that in no event will the number of shares of Common Stock issued to SCC or its designee in connection with the Agreement, when aggregated with all other shares of Common Stock then beneficially owned by SCC and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder), result in the beneficial ownership by SCC and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and the rules and regulations thereunder) at any time of more than 4.99% of the Common Stock.

Item 3.03

Material Modification to Rights of Security Holders.

The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 31, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the Series E Preferred Stock, which are further described below, and designated 76,950 shares of preferred stock as Series E Preferred Stock.

Conversion and Exchange. The Series E Preferred Stock is convertible at the option of each holder at any time into the number of shares of common stock, par value $0.001 (the “Common Stock”), determined by dividing the Series E Original Issue Price by the Series E Conversion Price in effect on the date of conversion. “Series E Original Issue Price” means $39.00 per share for each share of the Series E Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series E Preferred Stock). The initial “Series E Conversion Price” means $3.90 per share, subject to adjustment. Based on this formula, each share of Series E Preferred Stock is currently convertible into 10 shares of Common Stock. Shares of Series E Preferred Stock may be exchanged pursuant to the terms of the Settlement Agreement. If any shares of Series E Preferred Stock are converted, redeemed or reacquired by the Company, such shares may not be reissued and will automatically be retired and cancelled and resume the status of authorized but unissued shares of preferred stock. The Series E Preferred Stock will not be convertible by a holder to the extent that such holder or any of its affiliates would beneficially own in excess of 9.99% of the Common Stock, as further described in the Certificate of Designation.

Voting Rights. Holders of the Series E Preferred Stock are entitled to vote on an as-converted-to-Common-Stock basis, have full voting rights and powers equal to the voting rights and powers of the holders of the Common Stock, and are entitled to vote together with the Common Stock with respect to any question upon which holders of Common Stock have the right to vote. In addition, approval of holders of a majority of the shares of Series E Preferred Stock, voting as a separate class, is required to (i) alter or change the powers, preferences or rights of the Series E Preferred Stock so as to affect them adversely, (ii) amend the Certificate of Incorporation or other charter documents in a manner adverse to the holders of Series E Preferred Stock, (iii) increase the number of authorized shares of Series E Preferred Stock, or (iv) enter into any agreement with respect to any of the foregoing.

Dividends. Holders of the Series E Preferred Stock are entitled to receive dividends on shares of Series E Preferred Stock equal (on an as-if-converted-to-Common-Stock basis, disregarding for such purpose any conversion limitations hereunder) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends will be paid on shares of Series E Preferred Stock.

Liquidation, Dissolution, and Winding Up. In the event of any Liquidation Event (as defined in the Certificate of Designation), the holders of the Series E Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Common Stock, but subject to and after the distribution of proceeds to the Series A preferred stock, Series C preferred stock and Series D preferred stock, by reason of their ownership thereof, an amount per share equal to the Series E Original Price (as described above), plus declared but unpaid dividends on such share.

The foregoing summary of the Certificate of Designation does not purport to be complete and is subject to, and qualified in its entirety by reference to the Certificate of Designation, copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Rights, Preferences and Privileges of Series E Preferred Stock of Mullen Automotive Inc. filed May 31, 2024
10.1		Settlement Agreement and Release, dated May 31, 2024, by and between Mullen Automotive Inc. and the investor thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MULLEN AUTOMOTIVE INC.

Date: June 6, 2024	By:	/s/ David Michery
		David Michery
		Chief Executive Officer

Exhibit 3.1

Delaware Th e Firs t State Pag e 1 521806 8 8100 SR # 20242701241 Yo u ma y verif y thi s certificat e onlin e at corp.delaware.gov/authver.shtml Authentication : 203604222 Date : 05 - 31 - 24 I , JEFFRE Y W . BULLOCK , SECRETAR Y O F STAT E O F TH E STAT E OF DELAWARE , D O HEREB Y CERTIF Y TH E ATTACHE D I S A TRU E AN D CORRECT COP Y O F TH E CERTIFICAT E O F DESIGNATIO N O F “MULLE N AUTOMOTIVE INC.” , FILE D I N THI S OFFIC E O N TH E THIRTY - FIRS T DA Y O F MAY, A.D . 2024 , A T 2:5 9 O`CLOC K P.M.

DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B MULLEN AUTOMOTIVE INC. CERTIFICATE OF DE S IGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, David Michery, hereby certifies that: 1. He is the Chief Executive Officer and Secretary of Mullen Automotive Inc., a Delaware corporation (the " Corporation" ). 2. The Corporation is authorized to issue 500 , 000 , 000 shares of preferred stock of which 648 shares of Series A preferred stock 1 , 211 , 757 shares of Series C preferred stock and 363 , 097 shares of Series D preferred stock are currently outstanding . No shares of Series B preferred stock are outstanding . 3. The following resolutions were duly adopted by the board of directors of the Corporation ( the " Board of D irectors") as required by Section 151 (g) of the Delaware General Corporation Law : WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 500 , 000 , 000 shares, $ 0 . 001 par value per share ( the " Preferred S tock " ), issuable from time to time in one or more series ; WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them ; and WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a new series of the preferred stock, which shall consist of up to 76 , 950 shares of the preferred stock which the Corporation has the authority to issue . NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a new series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows : 1 State of Delaware Secretary of State D i v ision of Corporations Delivered 02 :59 PM 0 5 / 31/2024 FILED 02 : 59 PM 0 5 / 31/2024 SR 20242701241 - F ile N umber 5218068 40 3 002015.3

2 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B T ERMS OF PREFERRED STOCK Designation, Amount and Par V alue. The series of preferred S ection 1. stock shall be designated as Series E Convertible Preferred Stock ( the " Series E Preferred S tock " ) and the number of shares so designated shall consist of 76 , 950 s hares, having a par value of $ 0 . 001 per share, which shall not be subject to increase without the written consent of all of the holders of the Series E Preferred Stock ( each, a " Holder" and collectively, the " H olders" ) . S ection 2. D efinitions. For the purposes hereof, the following terms shall have the following meanings: " Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act . " Beneficial Ownership L imitation" shall have the meaning set forth in Section 6 (d) . " Business D ay" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close . " Certificate of l ncorporation" means the Second Amended and Restated Certificate of lncorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 5 , 2021 , as the same may thereafter be amended from time to time . " Common S tock" means the Corporation's common stock, par value $ 0 . 001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed . " Exchange A ct" means the Securities Exchange Act of 1934 , as amended, and the rules and regulations promulgated thereunder . " H older" shall have the meaning given such term in Section 1. " Liquidation" shall have the meaning set forth in Section 5. " Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government ( or an agency or subdivision thereof ) or other entity of any kind . " Securities A ct" means the Securities Act of 1933 , as amended, and the rules and regulations promulgated thereunder .

3 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B " Series E Conversion P rice" means $3.90 " Series E Original Issue P rice" shall have the meaning set forth in Section 4( a ). S ection 3 . D ividends . Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series E Preferred Stock equal (on an as - if converted - to - Common - Stock basis, disregarding for such purpose any conversion limitations hereunder ) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock . No other dividends shall be paid on shares of Series E Preferred Stock . The Corporation shall not pay any dividends on the Common Stock unless the Corporation simultaneously complies with this provision . S ection 4. Liquidation Prefe r ence. (a) In the event of any Liquidation Event (as defined below ), either voluntary or involuntary, the Holders of Series E Preferred Stock shall be entitled to receive, prior and in preference to any distribution of the proceeds of such Liquidation Event (the " Proceeds " ) to the Holders of the Common Stock, but subject to and after the distribution of Proceeds to the Series A preferred stock, Series C preferred stock and Series E preferred stock, by reason of their ownership thereof, an amount per share equal to the Series E Original Price ( as defined below ), plus declared but unpaid dividends on such share . If, upon the occurrence of such event, the Proceeds thus distributed among the Holders of the Series E Preferred Stock shall be insufficient to permit the payment to such Holders of the full aforesaid preferential amounts, then the entire Proceeds legally available for distribution shall be distributed ratably among the Holders of the Series E Preferred Stock in proportion to the full preferential amount that each such Holder is otherwise entitled to receive under this subsection ( a ) . For purposes of this Certificate of Designation, " Series E Original Issue P rice" shall mean for each share of the Series E Preferred Stock $ 39 . 00 (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series E Preferred Stock ) . Upon the completion of the distribution required by this subsection (a), and the completion of the distribution required by Article III( B ) 2 ( a ) and Article III( B ) 2 (b), the first and second sentences of Article III( B ) 2 ( c ) of the Certificate of Incorporation and Section 4 ( a ) of the Certificate of Designations, Rights and Limitations of the Series D preferred stock, as amended, any remaining Proceeds available for distribution to stockholders shall be distributed among the Holders of Common Stock pro rata, based on the number of shares of Common Stock held by each ( assuming full conversion of all Preferred Stock ) . (b) Notwithstanding the above, for purposes of determining the amount each Holder of shares of Series E Preferred Stock is entitled to receive with respect to a Liquidation Event, each such Holder of shares of such Series E Preferred Stock shall be deemed to have converted ( regardless of whether such Holder actually converted ) such Holder ' s shares of Common Stock immediately prior to the Liquidation Event ( without regard to any limitations on the conversion of the Series E Preferred Stock contained in the Certificate of Incorporation or this Certificate of Designations ) if, as a result of an

4 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B actual conversion, such Holder would receive, in the aggregate, an amount greater than the amount that would be distributed to such Holder i f such Holder did not convert such series of Series E Preferred Stock into shares of Common Stock . If any such Holder shall be deemed to have converted shares of Series E Preferred Stock into Common Stock pursuant to this paragraph, then such Holder shall not be entitled to receive any distribution that would otherwise be made to Holders of Series E Preferred Stock that have not converted ( or have not been deemed to have converted ) into shares of Common Stock . (c) ( i ) For purposes of this Section 4 , a " Liguidation E vent" shall include (A) the closing of the sale, transfer or other disposition of all or substantially all of this Corporation's assets, ( B ) the consummation of the merger or consolidation of this Corporation with or into another entity ( except a merger or consolidation in which the Holders of capital stock of this Corporation immediately prior to such merger or consolidation continue to hold at least 5 0 % of the voting power of the capital stock of this Corporation or the surviving or acquiring entity), ( C ) the closing of the transfer ( whether by merger, consolidation or otherwise ), in one transaction or a series of related transactions, to a person or group of affiliated persons ( other than an underwriter of this Corporation's Securities ), of this Corporation ' s Securities if, after such closing, such person or group of affiliated persons would hold 50 % or more of the outstanding voting stock of this Corporation or (D) a liquidation, dissolution or winding up of this Corporation ; provided, however, that a transaction shall not constitute a Liquidation E vent if its sole purpose is to change the state of this Corporation's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held this Corporation ' s Securities immediately prior to such transaction . Notwithstanding the prior sentence, the sale of shares of Series E Preferred Stock in a financing transaction shall not be deemed a " Liquidation Event . " The treatment of any particular transaction or series of related transactions as a Liquidat i on Event may be waived by the vote or written consent of the Holders of a majority of each outstanding class or series of Preferred Stock . (ii) In any Liquidation Event, if the consideration received by this Corporation is other than cash, its value will be deemed its fair market value as determined in good faith by the Board of Directors of this Corporation . Any securities shall be valued as follows : (A) Securities not subject to investment letter or other similar restrictions on free marketability covered by ( B ) below: (1) If traded on a securities exchange or through the Nasdaq, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty ( 20 ) trading day period ending three ( 3 ) trading days prior to the closing ; (2) If actively traded over - the - counter, the value shall be deemed to be the average of the closing bid or sale prices

5 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B ( whichever is applicable ) over the twenty (20) trading day period ending three (3) trading days prior to the closing; and ( 3 ) I f there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Board of Directors of this Corporation and the Holders of at least a majority of the voting power of outstanding Series E Preferred Stock . (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability ( other than restrictions arising solely by virtue of a stockholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) ( 1 ), ( 2 ) or ( 3 ) to reflect the approximate fair market value thereof, as mutually determined by this Corporation and the Holders of at least a majority of the voting power of outstanding Series E Preferred Stock . (C) The foregoing methods for valuing non - cash consideration to be distributed in connection with a Liquidation Event may be superseded by any determination of such value set forth in the definitive agreements governing such Liquidation Event . (iii) In the event the requirements of this Section 4 are not complied with, this Corporation shall forthwith either: (A) cause such closing to be postponed until such time as the requirements of this Section 4 have been complied with ; or (B) cancel such transaction, in which e vent the rights, preferences and privileges of the Holders of the Series E Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in subsection 4 ( e )(iv) hereof . (iv) This Corporation shall give each Holder of record of Series E Preferred Stock written notice of such impending transaction not later than twenty ( 20 ) days prior to the stockholders' meeting called to approve such transaction, or twenty ( 20 ) days prior to the closing of such transaction, whichever is earlier, and shall also notify such Holders in writing of the final approval of such transaction . The first of such notices shall describe the material terms and conditions of the impending transaction and the provisions of this Section 4 , and this Corporation shall thereafter give such Holders prompt notice of any changes . The transaction shall in no event take place sooner than twenty ( 20 ) days after this Corporation has given the first notice provided for herein or sooner than ten ( 10 ) days after this Corporation has given notice of any changes provided for herein ; provided, h owever, that such periods may be shortened upon the written consent of the

6 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B Holders of Series E Preferred Stock that ( i ) are entitled to such notice rights or similar notice rights and ( ii ) represent at least a majority of the voting power of all then outstanding shares of Series E Preferred Stock . The Holders of the outstanding Series E Preferred Stock can waive the notice requirements described in this subsection ( iv ) upon the affirmative vote or written consent of the Holders of at least a majority of the shares of Series E Preferred Stock then outstanding . S ection 5 . E x change . The Holders may exchange shares of Series E Preferred Stock pursuant to the terms of the Settlement and Release Agreement dated May 31 , 2024 . S ection 6 . C onversion . The Holders of the Series E Preferred Stock shall have conversion rights as follows ( the " Conversion R ights " ) : (a) Right to C onvert . Each share of Series E Preferred Stock shall be convertible, at the option of the Holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E Original Issue Price by the Series E Conversion Price ( the " Conversion R ate " ), determined as hereafter provided, in effect on the date the certificate is surrendered for conversion . The Series E Conversion Price shall be subject to adjustment as set forth in this Section 6 . (b) Mechanics of C onversion . Before any Holder of Series E Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, he or she shall surrender the certificate or certificates therefor, duly endorsed, at the office of this Corporation or of any transfer agent for the Series E Preferred Stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued . This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such Holder of Series E Preferred Stock, or to the nominee or nominees of such Holder, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled as aforesaid . Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series E Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record Holder or Holders of such shares of Common Stock as of such date . If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act the conversion may, at the option of any Holder tendering Series E Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Series E Preferred Stock shall not be deemed to have converted such Series E Preferred Stock until immediately prior to the closing of such sale of securities .

7 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B (d) Limitations on C onversion . Notwithstanding anything to the contrary contained in this Certificate of Designation, the Series E Preferred Stock shall not be convertible by a Holder to the extent (but only to the extent ) that the Holder or any of its Affiliates would beneficially own in excess of 9 . 99 % ( the " Maximum P ercentage " ) of the Common Stock . To the extent the above limitation applies, the determination of whether the Holder ' s Series E Preferred Stock shall be convertible (vis - a - vis other convertible securities owned by the Holder or any of its Affiliates ) and of which such securities shall be convertible (as among all such securities owned by the Holder ) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Corporation for conversion . No prior inability to convert the Series E Preferred Stock pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility . For the purposes of this paragraph, beneficial ownership and all determinations and calculations ( including, without limitation, with respect to calculations of percentage ownership ) shall be determined in accordance with Section 13 (d) of the Securities Exchange Act and the rules and regulations promulgated thereunder . The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph ( or any portion hereof ) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation . The limitations contained in this paragraph shall apply to any successor Holder of the Series E Preferred Stock . The Holders of Common Stock shall be third party beneficiaries of this paragraph and the Corporation may not amend or waive this paragraph without the consent of Holders of a majority of its Common Stock . For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within one ( 1 ) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion of convertible securities into Common Stock, including, without limitation, pursuant to this Certificate of Designation or securities issued pursuant to this Certificate of Designation . By written notice to the Corporation, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9 . 99 % specified in such notice ; provided that (i) any such increase will not be effective until the 6 1 st day after such notice is delivered to the Corporation, and ( ii ) any such increase or decrease will apply only to such Holder sending such notice and not to any other Holder. (e) Stock Dividends and Stock S plits . I f the Corporation, at any time while the Series E Preferred Stock is outstanding : (i) pays a stock dividend or otherwise makes a distribution or distributions that is payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents ( which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, the Series E Preferred Stock ), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines ( including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or ( iv ) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of

8 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B Common Stock ( excluding any treasury shares of the Corporation ) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event . Any adjustment made pursuant to this Section 6 ( e ) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re - classification . Notwithstanding the foregoing in no event may the Conversion Price be less than the par value per share of Series E Preferred Stock . (f) R ecapitalizations . If at any time or from time to time there shall be a recapitalization of the Common Stock ( other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 6 ) the Holders of the Series E Preferred Stock shall thereafter be entitled to receive upon conversion of the Series E Preferred Stock the number of shares of stock or other securities or property of this Corporation or otherwise, to which a Holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization . In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of the Holders of the Series E Preferred Stock after the recapitalization to the end that the provisions of this Section 6 ( including adjustment of the Series E Conversion Price then in effect and the number of shares purchasable upon conversion of the Series E Preferred Stock ) shall be applicable after that event as nearly equivalent as may be practicable . (g) No Fractional Shares and Certificate as to A djustments. (i) No fractional shares shall be issued upon the conversion of any share or shares of the Series E Preferred Stock and the aggregate number of shares of Common Stock to be issued to particular stockholders, shall either, at the Corporation's option, be rounded (A) up to the nest whole share or (b) down to the nearest whole share and the Corporation shall pay in cash the fair value of any fractional shares as of the time when entitled to receive such fractions are determined, provided, however, that the Corporation may not round down if the nearest whole share is less than one ( 1 ) . (ii) Upon the occurrence of each adjustment or readjustment of the Series E Conversion Price pursuant to this Section 6 , this Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each Holder of Series E Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based . ( i ) Notices of Record D ate . In the event of any taking by this Corporation of a record of the Holders of any class of securities for the purpose of determining the Holders thereof who are entitled to receive any dividend ( other than a cash dividend ) or other distribution, this Corporation shall mail to each Holder of S eries E Preferred Stock, at least ten ( 10 ) days prior to the date specified therein, a notice specifying the date on

9 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B which any such record is to be taken for the purpose of such dividend, distribution, and the amount and character of such dividend or distribution. ( j ) Reservation of Stock Issuable Upon C onversion. This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series E Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series E Preferred Stock ( without regard to any limitations on the conversion of the Series E Preferred Stock contained in this Certificate of Designation ) ; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series E Preferred Stock, in addition to such other remedies as shall be available to the Holders of such Series E Preferred Stock, this Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment of the Certificate of Incorporation . (k) N otices . Any notice required by the provisions of this Section 6 to be given to the Holders of shares of Series E Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each Holder of record at such Holder ' s address appearing on the books of this Corporation . (1) Waiver of Ad justment to Conversion P rice . Notwithstanding anything herein to the contrary, any downward adjustment of the Series E Conversion Price may be waived, either prospectively or retroactively or in a particular instance, by the consent or vote of all Holders of the outstanding shares of Series E Preferred Stock (with regard to the Series E Conversion Price ) . Any such waiver shall bind all future Holders of shares of Series E Preferred Stock . 7 . Voting R ights . The Holder of each share of Series E Preferred Stock shall have the right to one vote for each share of Common Stock into which such Series E Preferred Stock could then be converted, and with respect to such vote, such Holder shall have full voting rights and powers equal to the voting rights and powers of the Holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders' meeting in accordance with the bylaws of this Corporation, shall be entitled to vote, together with Holders of Common Stock, with respect to any question upon which Holders of Common Stock have the right to vote . Fractional votes shall not, however, be permitted and any fractional voting rights available on an as - converted basis (after aggregating all shares into which shares of Preferred Stock held by each Holder could be converted ) shall be rounded to the nearest whole number (with one - half being rounded upward ) . In addition, as long as any shares of Series E Preferred Stock are outstanding, the Corporation shall not, without the af f irmative vote of the Holders of a majority of the then outstanding shares of the Series E Preferred Stock, voting as a separate class, ( i ) alter or change the powers, preferences or rights of the Series E Preferred Stock so as to affect them adversely, ( ii ) amend the Certificate of Incorporation or other charter documents in a

10 40 3 002015.3 DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B manner adverse to the Holders, ( ii i ) increase the number of authorized shares of Series E Preferred Stock, or ( iv ) enter into any agreement with respect to any of the foregoing. S ection 8 . Status of Converted S tock . If any shares of Series E Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares may not be reissued and shall automatically be retired and cancelled and shall resume the status of authorized but unissued shares of preferred stock . S ection 9. M iscellaneous. (a) Lost or Mutilated Preferred Stock C ertificate . If a Holder's Series E Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series E Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation ( which shall not include the posting of any bond) . (b) S everability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances . (c) Next Business D ay . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day . (d) H eadings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof . * * ** * ** * ** * * * *

DocuS i gn Enve l ope ID: E94EBAEA - 7FF4 - 4D57 - 8028 - F22C 3 06EF6 1 B IN WITNESS WHEREOF, the Corporation h a s caused this Certificate of Designation to be duly executed in its name on its behalf by its duly authorized officer as of the 3 1 st of May, 2024. MULLEN ATTTOMOTIVE INC. By: u 1 ; : 4 ; wi mo/i ' c'.f'tv'Iichery Title: Chief Executive Officer

Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASE

This SETTLEMENT AGREEMENT AND RELEASE (this “Agreement”) is entered into as of this 31^st day of May, 2024 (the “Effective Date”), by and among Ault Lending, LLC (the “Investor”) and Mullen Automotive Inc., a Delaware corporation (the “Company” and together with the Purchaser, the “Parties”).

RECITALS:

A. The Investor currently holds 1,211,299 shares of Series C Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), of the Company (the “Series C Shares”), which shares consist of all Series C Shares held, directly or indirectly, by the Investor.

B. Pursuant to Section (B)1.(a) of Article III of the Second Amended and Restated Certificate of Incorporation of the Company (as amended, the “Certificate of Incorporation”), the Series C Preferred Stock is entitled to receive a cumulative dividend that shall accrue, whether or not declared by the board of directors of the Company and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 15.0% per annum on the sum of the Series C Original Issue Price (as defined in the Certificate of Incorporation) plus all unpaid accrued and accumulated dividends thereon (the “Series C Dividends”).

C. On or about January 12, 2023, the Company obtained waivers from holders of Series C Preferred Stock waiving all and any rights they may hold, and, prior to the date thereof, held to receive Series C Dividends, including, without limitation, any unpaid accrued and accumulated Series C Dividends (the “Dividend Waiver”).

D. The Investor did not provide an executed Dividend Waiver; Accordingly, the Company owes to the Investor, as of the date hereof, an aggregate amount of dividends equal to $4,159,519 with respect to the Series C Shares.

E. The Company has not complied with all terms and conditions of the Series C Shares, as set forth in the Certificate of Incorporation.

F. Pursuant to the Section B.3.(a) of Article III of the Certificate of Incorporation, redemption of the Series C Shares by the Company would require a payment to the Investor of $14,867,402.

G. The Parties desire to settle any and all outstanding claims between them by (i) the issuance of $3,000,000 of “to-be authorized” Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”) to the Investor, on the terms and conditions set forth herein, and (ii) the cancellation of the Series C Shares, on the terms and conditions set forth herein. In addition, the Parties will release all claims, if any, they may have against the other Parties.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

CREATION AND ISSUANCE OF SERIES E PREFERRED STOCK TO THE INVESTOR

1.1 Creation of Series E Preferred Stock. Contemporaneously with the Parties’ execution of this Agreement, the Company shall file with the Delaware Secretary of State a Certificate of Designations, Preferences and Rights of the Series E Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations”).

1.2 Issuance of Series E Preferred Stock to The Investor. Upon confirmation and acceptance by the Delaware Secretary of State of the filing of the Certificate of Designations, the Company shall issue and deliver to the Investor an aggregate of 76,923 shares of the Company’s Series E Preferred Stock (each a “Series E Share” and, collectively, the “Series E Shares”), based on a price of $39.00 per share. The shares of common stock, par value $0.001 per share the (“Common Stock”), issuable upon conversion of the Series E Shares, the “Conversion Shares” and collectively, the “Securities.”

1.3 Exchange of Series E Shares. The Investor, at its discretion, may exchange, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable securities exemption, some or all of the Series E Shares to acquire an equal dollar amount of Notes and Warrants pursuant to the “Additional Investment” set forth in Section 4(k), and on the same terms and conditions, of that certain Securities Purchase Agreement, dated as of May 14, 2024, between the Company and the investors named therein. The Parties agree to execute any and all documents, including, but not limited to, any the Securities Purchase Agreement, including any amendments thereto, and all documents related thereto, as the Parties reasonably determine necessary to effect such exchange and issuance of Notes and Warrants.

ARTICLE 2

CANCELLATION OF SERIES C SHARES

2.1 Cancellation. The Investor agrees that concurrent with the issuance of the Series E Shares, the Series C Shares shall be automatically cancelled.

2.2 Further Assurances. The Investor agrees to execute any and all documents, including, but not limited to, stock powers for the stock certificates representing the Series C Shares to be cancelled, as the Company reasonably determines necessary to effect the cancellation of such shares beneficially held by the Investor pursuant to the terms of this Agreement.

ARTICLE 3

MUTUAL RELEASE

3.1 Mutual Release. Upon the issuance of the Series E Shares per Article 1 hereof, each Party for itself and on behalf of each and all of its respective equity or other interest holders, members, officers, directors, members, agents, employees, legal predecessors, successors, assigns, fiduciaries, heirs, parents, spouses, companies and affiliates (all referred to as the “Releasors”) hereby agrees to and does hereby irrevocably and unconditionally release, acquit, and forever discharge the other Party and each and every one of its respective partners, officers, directors, members, agents, employees, members, parents, companies, subsidiaries, divisions, affiliates, representatives, predecessors, successors, assigns and related organizations (collectively, the “Released Parties”) from any and all actions, causes of action, claims, suits, damages, judgments, liens, and demands whatsoever in law and/or equity, which a Releasor had, now has, or may later have or claim to have against the Released Parties, now accrued or which may hereafter accrue, involving or based in whole or in part upon any facts, related to the Series C Shares.

This Agreement is intended to constitute a full and complete release of any and all claims related to the Series C Shares, except those arising out of liabilities specifically created by the terms of this Agreement. This Agreement is intended to apply to all claims of any kind or nature, whether the same are now known or unknown, suspected or unsuspected, contingent or otherwise, have already appeared or developed or may be latent, or may in the future appear or develop, and each Party hereby waives all rights under Section 1542 of the Civil Code of the State of California which reads:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The foregoing provisions of Section 1542 of the California Civil Code, and any similar provisions in any other jurisdictions, if in any way applicable, are hereby waived by the Parties, and each Party acknowledges that this waiver is an essential and material term of this Agreement, without which the consideration relating hereto would not have been delivered by each Party to the other Parties.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

4.1 Representations of Each Party. Each Party hereby represents and warrants to and covenants to the other Party that such Party (a) has read and understands this Agreement, including the release set forth herein, and has entered into it voluntarily and without coercion; (b) has been advised, and has had the opportunity, to consult with legal counsel of its choosing with respect to this Agreement and the matters contemplated hereby; (c) is entering into this Agreement based upon its own investigation and is not relying on any representations or warranties of the other Party or any other person not set forth herein; (d) acknowledges that it is entering into this Agreement with full knowledge and understanding that in exchange for the benefits to be received as described herein, it is giving up certain rights that such Party may now have or may later acquire; (e) has the legal authority to enter into this Agreement and perform its obligations hereunder; and (f) has duly executed this Agreement, and such Agreement constitutes the valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy or similar laws affecting creditors rights generally and general principles of equity.

4.2 Representations of The Investor. The Investor represents and warrants to the Company as follows:

(a) The Investor is the sole holder and owner of any right to the Series C Shares, and that it has not assigned, transferred, or otherwise conveyed all or any portion of the Series C Shares.

(b) The Investor is acquiring the Series E Shares and upon conversion of such, will acquire the Conversion Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the Securities Act; provided, however, by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Investor does not presently have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities in violation of applicable securities laws.

(d) The Investor understands that the Series E Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(e) The Investor and its advisors, if any, acknowledge that they have been furnished with or provided access via EDGAR to the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as well as Registration Statements on Form S-1 or S-3 (including amendments thereto). The Investor and its advisors, if any, have been afforded the opportunity to ask questions of, and receive answers from, the Company concerning the offer and sale of the Securities and to obtain any additional information the Investor has requested which is necessary to verify the accuracy of the information furnished to the Investor concerning the Company and such offering. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor acknowledges that it is basing its decision to invest in the Securities solely upon the information contained in this Agreement, the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any other SEC Documents, and its own due diligence and, except as specifically set forth in this Agreement, has not based its investment decision upon any representations made by any person.

(f) The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) The Investor understands, that except as provided herein: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company (if requested by the Company) an opinion of counsel, reasonably acceptable to the Company, to the Investor, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(h) The Investor has such knowledge, sophistication and experience in business and financial matter so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(i) The Investor is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or advertisement.

ARTICLE 5

MISCELLANEOUS

5.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties with respect to the transactions contemplated hereby. The Recitals above are binding terms of this Agreement.

5.2 Applicable Law. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the laws of the State of California. In the event that judicial proceedings are instituted to enforce any of the provisions of this Agreement, such proceedings shall be brought in a court of competent jurisdiction in Orange County, California.

5.3 Severability. If any term, provision, covenant, or restriction of this Agreement is held by the final, non-appealable order of a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

5.4 Further Assurances. Each party shall cooperate and take such actions, and execute all such further instruments and documents as the other party may reasonably request in order to convey title to the Assigned Interests to Purchaser and otherwise to effect the terms and purposes of this Agreement.

5.5 Counterparts. This Agreement may be executed in one or more counterparts and by facsimile or other electronic transmission, each of which shall be an original, but all of which taken together shall constitute a single document. A photocopy, electronic copy, or facsimile of an executed counterpart of this Agreement shall be sufficient to bind the parties whose signature(s) appear thereon.

[Signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

MULLEN AUTOMOTIVE INC.		AULT LENDING, LLC

By:	/s/ David Michery	By:	/s/ David J. Katzoff
Name:	David Michery	Name:	David J. Katzoff
Title:	Chief Executive Officer	Title:	Manager

EXHIBIT A

FORM OF

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF

SERIES E PREFERRED STOCK

A-1

Cover	May 31, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Current Fiscal Year End Date	--09-30
Entity File Number	001-34887
Entity Registrant Name	MULLEN AUTOMOTIVE INC.
Entity Central Index Key	0001499961
Entity Tax Identification Number	86-3289406
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1405 Pioneer Street
Entity Address, City or Town	Brea
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92821
City Area Code	714
Local Phone Number	613-1900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	MULN
Security Exchange Name	NASDAQ
Rights to Purchase Series A-1 Junior Participating Preferred Stock
Title of 12(b) Security	Rights to Purchase Series A-1 Junior Participating Preferred Stock
Trading Symbol	None
Security Exchange Name	NASDAQ