| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Cancellation of Certificate of Designation of Series AA Preferred
Stock
As reported in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 14, 2022,
Mullen Automotive Inc. (the “Company”) filed, on November 14, 2022, a certificate of designation with the Secretary
of State of the State of Delaware that designated the rights, preferences, privileges and restrictions of one share of Series AA
Preferred Stock (the “Series AA Certificate of Designation”). On January 19, 2023, the Series AA Preferred
Stock by its terms was automatically redeemed, as described in the Company’s definitive Proxy Statement filed with the SEC on November 25,
2022 and Amendments to the Company’s definitive Proxy Statement filed with the SEC on December 16, 2022 and January 13,
2023 (collectively, the “Proxy Statement”). Pursuant to the terms of the Series AA Certificate of Designation,
upon redemption, the share of Series AA Preferred Stock redeemed was automatically retired and restored to the status of an authorized
but unissued share of preferred stock, par value $0.001 per share (“Preferred Stock”), of the Company.
On January 30, 2023,
the Company filed a certificate of cancellation (the “Certificate of Cancellation”) with the Secretary of State
of the State of Delaware, effective as of the time of filing, cancelling the Series AA Certificate of Designation, and thereby eliminating
all Series AA Preferred Stock. The foregoing description is qualified in its entirety by the full text of the Certificate of Cancellation,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Amendment to Second Amended and Restated Certificate of Incorporation
On January 25, 2023,
at the Special Meeting (as defined below), the Company’s stockholders approved an amendment (the “Amendment”)
to Section A of Article III of the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) to increase the number of shares of authorized common stock, par value $0.001 per share (“Common
Stock”), of the Company from 1,750,000,000 shares to 5,000,000,000 shares, with a corresponding increase in the Company’s
total authorized capital stock, which includes Common Stock and Preferred Stock, from 2,250,000,000 shares to 5,500,000,000 shares.
On January 30, 2023,
the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State
of Delaware implementing the Amendment. The foregoing description is qualified in its entirety by the full text of the Certificate of
Amendment, which is filed as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously reported in
the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022, the Company convened its Special Meeting
of Stockholders on December 23, 2022 (the “Special Meeting”), which was adjourned and reconvened on January 19,
2023. As previously reported in the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2023, the Company
reconvened the Special Meeting on January 19, 2023, which was partially adjourned to January 25, 2023 solely with respect to
the voting on Proposal No. 2, the Authorized Share Increase Proposal, as described in the Proxy Statement.
As of November 21, 2022,
the record date of the Special Meeting, there were 1,659,097,754 shares of Common Stock, 1,925 shares of Series A Preferred Stock,
zero shares of Series B Preferred Stock, and 1,211,757 shares of Series C Preferred Stock entitled to vote at the Special Meeting.
Present in person (virtually via live audiocast) or by proxy at the Special Meeting were more than 33-1/3 percent of the outstanding capital
stock entitled to vote at the Special Meeting, which constituted a quorum. The vote required for Proposal No. 2 is described in the
Proxy Statement.
At the Special Meeting reconvened
on January 25, 2023, the stockholders of the Company entitled to vote thereon approved Proposal No.2, an amendment to the Company’s
Second Amended and Restated Certificate of Incorporation, to increase the aggregate number of shares of Common Stock that the Company
is authorized to issue from One Billion Seven Hundred Fifty Million (1,750,000,000) to Five Billion (5,000,000,000) was approved by a
vote of stockholders as follows:
The shares of Common Stock,
entitled to vote thereon, voting as a separate class were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 833,618,762 | |
278,887,857 | |
7,198,940 | |
- |
The shares of
Common Stock, Series A Preferred Stock (each share being entitled to 1,000 votes), Series B Preferred Stock (voting on an as-converted
to Common Stock basis), and Series C Preferred Stock (voting on an as-converted to Common Stock basis), entitled to vote thereon,
all voting together were as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 836,690,061 | |
278,894,857 | |
7,198,940 | |
- |
The voting results for
Proposals No. 1, 4 and 5, the Reverse Stock Split Proposal, the Nasdaq Listing Rule 5635(d) Proposal, and the Adjournment
Proposal, respectively, were reported in the Company’s Current Reports on Form 8-K filed with the SEC on
December 23, 2022 and January 23, 2023. Proposal No. 3, the Reincorporation Proposal, was withdrawn from stockholder
consideration, as described in the Amendment to the Proxy Statement filed with the SEC on December 16, 2022. No other matters
were considered or voted upon at the Special Meeting.
