Private Placement Form 8 K

On October 23, 2024, Mullen Automotive Inc. (the "Company") issued 340,000 shares (the "Shares") of common stock, par value $.001 per share ("Common Stock"), in accordance with a settlement agreement dated October 21, 2024 (the "Settlement Agreement") whereby the Company agreed to issue to a note holder (the "Holder") $3.0 million (the "Settlement Amount") of shares of its Common Stock in exchange for the satisfaction and cancellation of all obligations related to approximately $4.5 million of secured promissory notes. Pursuant to the terms of the Settlement Agreement, the number of shares of Common Stock issued to the Holder for the Settlement Amount was and will be based on the closing price of the Common Stock on the day immediately preceding such issuance, subject to an ownership limitation of 9.99%. The Company is also obligated to issue shares of Common Stock so that the Holder achieves the Settlement Amount but may satisfy any remaining balance of the Settlement Amount by cash payment. The Shares were issued, and additional shares of Common Stock issued pursuant to the Settlement Agreement will be issued, in reliance on the exemption from the registration requirements of Section 3(a)(9) of the Securities Act of 1933, as amended, which applies to transactions in which a security is exchanged by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.