SEC Form S-8 filed by Mullen Automotive Inc.

As filed with the Securities and Exchange Commission on September 20, 2024

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)

1405 Pioneer Street

Brea, California 92821

(Address of principal executive offices)

Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended

2022 Performance Stock Award Agreement

2023 Performance Stock Award Agreement

(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.

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

Post Reverse Stock Split

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 additional shares of the Registrant’s common stock, $0.001 par value (the “Common Stock”), issuable pursuant to an amendment (the “Amendment”) to the Mullen Automotive Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”), approved by stockholders at the Company’s special meeting on September 9, 2024, and as a result of the proportionately reduced number of shares registered due to the Reverse Stock Split (as defined below).

The Registrant previously filed a Registration Statement on Form S-8 (File No. 333-276539) with the Securities and Exchange Commission (the “Commission”) on January 17, 2024 registering 26,575,505 shares of Common Stock issuable pursuant to the 2022 Plan. Pursuant to the terms of the amendment to the Company’s 2022 Plan, which was approved by the stockholders at the Company’s annual meeting held on August 3, 2023, shares available for grant under the 2022 Plan are not subject to adjustment for any decrease or increase in the number shares of Common Stock resulting from a stock spilt, reverse stock split, recapitalization, combination, reclassification, the payment of a stock dividend on the Common Stock or any other decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company. On September 17, 2024, the Registrant effectuated a 1-for-100 reverse stock split (the “Reverse Stock Split”) of its Common Stock. Pursuant to Rule 416(b) of the Securities Act of 1933, as amended, if prior to completion of the distribution of the securities covered by a registration statement, all the securities of a class which includes the registered securities are combined by a reverse split into a lesser amount of securities of the same class, the amount of undistributed securities of such class deemed to be covered by the registration statement shall be proportionately reduced. Accordingly, as a result of the Reverse Stock Split and the Amendment, this Registration Statement on Form S-8 is being filed to register additional shares of Common Stock that are issuable pursuant to the 2022 Plan.

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 and 333-276539) previously filed with the Commission on August 11, 2022, September 14, 2022, August 21, 2023, and January 17, 2024, respectively, registering shares of Common Stock issuable under the 2022 Plan are incorporated by reference in this Registration Statement, except as supplemented by the information set forth below.

Performance Stock Award Agreements

This Registration Statement is also being filed for the purpose of registering:

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:

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.

Item 8. Exhibits.

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 20th day of September, 2024.

POWER OF ATTORNEY

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.