MULLEN AUTOMOTIVE INC. : Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On September 19, 2022, Mullen Automotive Inc. (the "Company") entered into Amendment No. 2 ("Amendment No. 2") to the existing securities purchase agreement dated as of June 7, 2022 and amended on June 23, 2022 (the "Securities Purchase Agreement"), the terms of which, including the terms of Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), were previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2022. Amendment No. 2 amends the Securities Purchase Agreement to provide that (A) on September 19, 2022, the investors will advance to the Company that portion of the Purchase Price (as defined in the Securities Purchase Agreement) equal to $35,000,000, which shall be deemed as though the Company exercised its option to issue and sell to the investors that number of shares of Series D Preferred Stock equal to such portion of the Purchase Price (the "Initial Purchase"); (B) that the purchase price per share of Series D Preferred Stock for the Initial Purchase shall be the lower of (i) $1.27 or (ii) the closing price of the Common Stock on the trading day immediately after the date on which the registration statement registering the shares of Common Stock issuable upon conversion of the Series D Preferred Stock becomes effective; (C) for no additional consideration, for every share of Series D Preferred Stock purchased by an investor in the Initial Purchase, such investor shall receive warrants exercisable for 185% of shares of Common Stock at an exercise price equal to the lower of (i) $1.27 or (ii) the closing price of the Common Stock on the trading day immediately after the date on which the registration statement registering the shares of Common Stock issuable upon conversion of the Series D Preferred Stock becomes effective; and (D) the investors shall purchase such additional shares of Series D Preferred Stock and pay to the Company the remainder of the Purchase Price on November 3, 2022.

Pursuant to the terms of the Securities Purchase Agreement, as amended, the Company issued to the investors 79,926,925 shares of Series D Preferred Stock and warrants exercisable for 147,864,810 shares of Common Stock.

The foregoing description of the Amendment is qualified, in its entirety, by reference to the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

Item 3.03 Material Modification to Rights of Security Holders.

On September 19, 2022, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the "Certificate of Designations") with the Secretary of State of the State of Delaware. The Certificate of Designations provides for the issuance of up to 87,500,001 shares of Series D Preferred Stock. For a discussion of the terms of the Series D Preferred Stock, please see the disclosure under the heading "Description of Series D Preferred Stock" in Item 1.01 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2022, which we incorporate into this Item 3.03 by reference.

The foregoing summary of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

          Year

The information disclosed in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.



Exhibit
No.        Description
  3.1        Certificate of Designation of Preferences, Rights and Limitations of
           Series D Convertible Preferred Stock (incorporated by reference to
           Exhibit 4.1(c) to the Company's Registration Statement on Form S-3 filed
           with the SEC on September 19, 2022).
  10.1       Amendment No. 2 dated September 19, 2022 to Securities Purchase
           Agreement dated June 7, 2022 (incorporated by reference to Exhibit 99.3
           to the Company's Registration Statement on Form S-3 filed with the SEC
           on September 19, 2022).
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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