| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 21, 2023
and June 26, 2023, certain investors (the “Buyers”) exercised an option to purchase from Mullen Automotive Inc. (the
“Company”) additional shares of Series D Convertible Preferred Stock, par
value $0.001 per share (the “Series D Preferred Stock”) in an amount equal to such Buyer’s pro rata
portion of $100,000,000 on the same terms and conditions as applicable to the purchase and sale of shares of Series D Preferred
Stock as provided under the Company’s existing securities purchase agreement dated as of June 7, 2022 and amended on June 23,
2022, September 19, 2022, November 15, 2022, and April 3, 2023 (the “Securities Purchase Agreement”). The terms of the Series D Preferred Stock and the warrant issuable pursuant to the Securities Purchase Agreement were previously reported
in the Company's Current Report on Form 8-K filed with the SEC on June 10, 2022. In addition, on June 26, 2023, the Buyers waived their
rights to additional shares of Series D Preferred Stock and warrants in an amount equal to such Buyer's pro rata portion of $10 million
(the "Waivers"). As a result of the exercise of the investment options and the Waivers, the Company has completed all outstanding obligations
to issue Series D Preferred Stock.
On June 22, 2023 and
June 26, 2023, the Company and the Buyers exercising such option under the Securities Purchase Agreement entered into Letter Agreements
(the “Investment Rights Letter Agreements”), pursuant to which the Company and the Buyers agreed that in
lieu of the issuance and delivery by the Company of 622,701,003 shares of Series D Preferred Stock upon the investors' exercise of their
option, the Company will issue 165,357,735 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”)
and pre-funded warrants exercisable for 457,343,268 shares of Common Stock (the “Pre-Funded Warrants”). The Company also
issued warrants exercisable for 684,971,101 shares of Common Stock (the “Warrants”). Warrants exercisable for 590,539,767 shares of Common Stock have an exercise price of $0.1601 per share and Warrants exercisable for 32,161,236
shares of Common Stock have an exercise price of $0.1696 per share.
On June 20, 2023, the
Company and Acuitas Capital LLC (“Acuitas”) entered into a Letter Agreement (the “Acuitas Letter Agreement”)
in connection with Acuitas' investment of $20 million on June 1, 2023 in exchange for 19,493,071 shares of Common Stock, pre-funded warrants
exercisable for 8,074,124 shares of Common Stock and warrants exercisable for 50,999,310 shares of Common Stock..The terms of the $20
million investment were previously reported in the Company’s Current Report on Form 8-K filed with the SEC on June 10,
2022.
Pursuant to the Acuitas
Letter Agreement, the Company and Acuitas agreed to cancel the pre-funded warrants exercisable for 8,074,124 shares of Common Stock and
warrants exercisable for 50,999,310 shares of Common Stock in exchange for $13,000,000 and warrants exercisable for 18,058,507 at an
exercise price of $0.52 per share (the “Acuitas Warrant”). The Acuitas Warrant is in the same form as the warrant issued in the prior investment except that, regardless of any anti-dilution adjustment,
Acuitas may not exercise the Acuitas Warrant for more than 27,624,534 shares of Common Stock unless the Company has obtained shareholder
approval to authorize the issuance of such greater number of shares pursuant to Rule 5635(d) of the NASDAQ Listing Rules.
The foregoing
summaries of the Investment Rights Letter Agreements, the Acuitas Letter Agreement, and the Acuitas Warrant do not purport to be
complete and are subject to, and qualified in their entirety by, the full text of the Investment Rights Letter Agreement, the
Acuitas Letter Agreement, and the Acuitas Warrant, which are filed as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference. A description of the terms of the Warrants and a form of
Warrant can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the
“SEC”) on June 10, 2022. A description of the terms of the Pre-Funded Warrants and a form of Pre-Funded Warrant can
be found in the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2023.