S-1/A: Mullen Automotive Files S-1/A for Resale of 40 Million Shares, Highlighting Significant Dilution Risks and Nasdaq Listing Challenges

Mullen Automotive Inc. has filed an amended registration statement to allow selling stockholders to resell up to 40 million shares, signaling substantial potential dilution for existing shareholders and ongoing struggles with Nasdaq listing compliance.

Summary

• Mullen Automotive Inc. (MULN) filed an S-1/A registration statement for the resale of up to 40,000,000 shares of Common Stock by various Selling Stockholders.
• These shares are issuable upon conversion of outstanding convertible notes and exercise of warrants from Securities Purchase Agreements dated May 14, 2024, January 23, 2025, and February 5, 2025.
• As of June 24, 2025, approximately $33.5 million in aggregate principal and accumulated interest of Notes were outstanding, convertible into 29,611,238 shares of Common Stock.
• Warrants outstanding as of June 24, 2025, were exercisable on a cashless basis for an aggregate of 68,208,933 shares of Common Stock.
• The maximum number of shares issuable upon conversion of Notes and cashless exercise of Warrants, based on price floors, is approximately 8,288 million.
• Mullen will not receive any proceeds from the sale of these 40,000,000 Offered Shares by the Selling Stockholders, and cash exercise of Warrants is highly unlikely due to cashless exercise provisions.
• Mullen is a Southern California-based technology and automotive company focused on building and delivering Commercial Trucks, having entered this business in late 2022.
• The company acquired a 60% controlling interest in Bollinger Motors in September 2022 for $148.6 million (cash and stock), increasing to 66% by September 30, 2024, and 95% by June 2, 2025, providing entry into Class 1-6 commercial EV truck segments.
• The Tunica, Mississippi manufacturing plant was equipped in 2023 and began shipping Class 3 trucks in September 2023 and Class 1 vans in November 2023.
• Bollinger Motors commenced production of Class 4 trucks in September 2024 through a contract manufacturing relationship with Roush Enterprises in Livonia, Michigan.
• Mullen acquired the assets of Romeo Battery to establish in-house manufacturing of battery modules and packs.
• The Mullen FIVE, the company's planned consumer electric crossover, has been put on hold to focus resources on the commercial EV market.
• The company has effected seven reverse stock splits since May 2023 to maintain Nasdaq listing compliance, including a 1-for-100 split on June 2, 2025.
• Mullen received a Nasdaq notice on February 25, 2025, for non-compliance with the $35.0 million Market Value of Listed Securities (MVLS) minimum, with a deadline of August 25, 2025, to regain compliance.

Sentiment

Score: 2

Explanation: The document reveals severe dilution risks from outstanding convertible securities, a history of aggressive reverse stock splits to maintain Nasdaq listing, and ongoing non-compliance with Nasdaq's MVLS rule. The company will not receive proceeds from this offering, and its financial statements have a going concern explanatory paragraph. While there are operational updates in the commercial EV sector, these are heavily overshadowed by the precarious financial and capital structure issues.

Positives

• Mullen has strategically shifted its focus and resources to the commercial EV market segment, believing it offers more opportunities and less current competition.
• The acquisition of Bollinger Motors has provided Mullen with a portfolio of Class 1 to 6 commercial EV trucks.
• The Tunica, Mississippi manufacturing plant is operational and has begun shipping Class 1 vans and Class 3 trucks.
• Bollinger Motors has initiated production of Class 4 trucks through a contract manufacturing relationship with Roush Enterprises.
• The purchase of Romeo Battery assets establishes in-house manufacturing capabilities for battery modules and packs.
• A putative class action lawsuit (In re Mullen Automotive Inc. Securities Litigation) was dismissed with prejudice on June 20, 2025, following court approval of a settlement agreement.

Negatives

• The registration of 40,000,000 shares for resale by Selling Stockholders, coupled with the potential issuance of up to 8,288 million shares from Notes and Warrants based on floor prices, poses a significant risk of substantial dilution to current stockholders.
• The company will not receive any proceeds from the sale of the Offered Shares by the Selling Stockholders, and is unlikely to receive cash from warrant exercises due to the prevalence of cashless exercise provisions.
• Mullen has a history of frequent reverse stock splits (seven since May 2023), which can undermine investor confidence and may not result in sustained stock price increases.
• The company is currently non-compliant with Nasdaq's $35.0 million Market Value of Listed Securities (MVLS) requirement and other alternative listing standards, facing a potential delisting if compliance is not regained by August 25, 2025.
• The terms of the Securities Purchase Agreements impose restrictions on Mullen's ability to issue new equity or equity-linked securities, potentially limiting future financing options.
• The auditor's report on the consolidated financial statements contains an explanatory paragraph regarding the company's ability to continue as a going concern, indicating significant financial uncertainty.
• Commitments to issue shares of Common Stock or convertible securities could encourage short sales, further depressing the stock price.

Risks

• Substantial sales of Common Stock by Selling Stockholders or the perception of such sales could significantly decline the market price and increase volatility of the Common Stock.
• The existence of an 'overhang' (a large number of shares available for sale) could cause the market price of Common Stock to fall and make it more difficult to raise additional financing through equity sales in the future.
• Anti-dilution provisions in outstanding convertible preferred stock, notes, and warrants may cause significant dilution to existing stockholders by increasing the number of shares issuable upon conversion or exercise.
• The issuance of additional Common Stock upon conversion of Notes, exercise of Warrants, or sales pursuant to the ELOC Purchase Agreement will dilute the percentage ownership interest and book value per share of existing stockholders, which could depress the market price.
• Cashless exercise of Warrants will result in substantial dilution to stockholders without providing any cash proceeds to the company.
• Commitments to issue shares of Common Stock could encourage short sales by third parties, exacerbating any decline in the stock price.
• Restrictions on issuing new equity securities under the Securities Purchase Agreements may prevent the company from obtaining necessary financing, potentially forcing delays, limitations, reductions, or termination of product development or other operations.
• The company may not be able to maintain compliance with the continued listing requirements of The Nasdaq Capital Market, including the minimum bid price and Market Value of Listed Securities (MVLS) rules, leading to potential delisting.
• Delisting from Nasdaq to the OTC Markets would make it more difficult for stockholders to dispose of shares, obtain accurate price quotations, and could adversely affect the company's ability to raise future financing.
• Future reverse stock splits, while intended to increase share price for Nasdaq compliance, may decrease the liquidity of Common Stock and may not result in a permanent or sustained increase in market price.
• The current economic environment and the company's debt burden could limit its ability to raise new equity capital in the future.

Future Outlook

Mullen Automotive is focusing its efforts and resources on the commercial EV market segment, believing it presents more opportunities. The company intends to continue efforts to maintain its Nasdaq listing, including potentially effecting additional reverse stock splits in the future. The company is obligated to keep the registration statement effective for the resale of securities.

Management Comments

• Mullen FIVE, the company's first planned consumer electric crossover, has been put on hold as Mullen focuses its efforts and resources on the commercial EV market segment that we believe has more opportunities.

Industry Context

Mullen Automotive's strategic pivot to the commercial EV truck market positions it in a segment that the company believes has less current competition compared to the consumer EV market. This focus aligns with the broader trend of increasing demand for electric commercial vehicles, driven by fleet electrification goals and environmental regulations. The acquisition of Bollinger Motors and the establishment of manufacturing capabilities for Class 1-6 trucks indicate an intent to capture a significant share in this specialized niche.

Comparison to Industry Standards

• The document does not provide specific comparisons to other companies' financial results, operational benchmarks, or project outcomes within the EV industry.

Corporate Governance

Legal Proceedings

• On June 20, 2025, the United States District Court for the Central District of California granted approval of the Stipulation and Agreement of Settlement entered into on August 14, 2024, dismissing with prejudice the claims asserted in the putative class action lawsuit (In re Mullen Automotive Inc. Securities Litigation).

Related Party Transactions

• The ELOC Purchase Agreement was entered into with Esousa Holdings, LLC, which is listed as a Selling Stockholder and whose managing member, Michael Wachs, may be deemed to beneficially own shares.
• CEO Performance Stock Award Agreements entitle David Michery, the Chief Executive Officer, to share-based awards.
• Ault Lending, a previous holder of Series E Preferred Stock, exchanged its shares for Notes and Warrants on July 8, 2024.
• A settlement agreement dated October 21, 2024, involved the issuance of Common Stock to a note holder in exchange for the satisfaction and cancellation of secured promissory notes.

Stakeholder Impact

• **Shareholders**: Face significant potential dilution from the conversion of notes and exercise of warrants, which could depress the stock price. They also bear the risk of Nasdaq delisting and reduced liquidity due to multiple reverse stock splits.
• **Selling Stockholders**: Will be able to resell a large number of shares, potentially realizing value from their investments, but their sales could contribute to downward pressure on the stock price.
• **Company (Mullen Automotive Inc.)**: Will not receive direct proceeds from the resale of these shares, necessitating other financing avenues. The company's strategic focus on commercial EVs and efforts to maintain Nasdaq listing are critical for its long-term viability.
• **Creditors (Noteholders/Warrantholders)**: The Notes are senior secured, providing a level of protection. The ability to convert notes and exercise warrants, especially on a cashless basis, allows them to realize value from their investment.
• **Employees**: The CEO Performance Stock Award is tied to company value, potentially incentivizing management, but overall employee morale could be impacted by stock price volatility and financial uncertainty.
• **Customers/Suppliers**: While not directly impacted by this filing, the company's financial health and ability to secure future funding could affect its production capabilities, product development, and ability to fulfill orders or pay suppliers.

Next Steps

• Selling Stockholders may proceed with the resale of the 40,000,000 registered shares of Common Stock.
• The company will continue efforts to regain and maintain compliance with Nasdaq listing requirements, including potentially effecting additional reverse stock splits.
• The company has until August 25, 2025, to regain compliance with Nasdaq's Market Value of Listed Securities (MVLS) rule.
• The company is required to keep the registration statement continuously effective for the resale of the registered securities.
• The company may file further amendments to the registration statement as necessary.

Key Dates

Recommendation

Keywords

Mullen Automotive, MULN, SEC filing, S-1/A, convertible notes, warrants, stock dilution, Nasdaq listing, reverse stock split, electric vehicles, commercial trucks, Bollinger Motors, EV manufacturing, capital raise, financial risk, corporate governance