10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ___

Commission File Number: 001-34887

MULLEN AUTOMOTIVE INC.

(Exact name of registrant as specified in its charter)

Delaware	86-3289406
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1405 Pioneer Street
Brea, California 92821

(Address of principal executive offices)

(714) 613-1900

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MULN	The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes   ☐ No

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.

Large Accelerated Filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐ No ☒

As of February 11, 2022 a total of 34,942,304 shares of the Registrant’s common stock, par value $0.001, (“Common Stock”) were issued and outstanding.

MULLEN AUTOMOTIVE INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:	2
	Condensed Consolidated Balance Sheets as of December 31, 2021 (unaudited) and September 30, 2021	2
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended December 31, 2021 and 2020 (unaudited)	3
	Condensed Consolidated Statements of Stockholders Equity for the three months ended December 31, 2021 and 2020 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2021 and 2020 (unaudited)	5
	Notes to Unaudited Condensed Consolidated Interim Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	48
SIGNATURES		49

F-1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MULLEN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2021		September 30, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	360	$	42,174
Restricted Cash		61,100		—
Materials and supplies		55,753		55,753
Deferred advertising		—		261,550
Prepaid Expenses		6,526,737		6,201,247
Other current assets		1,738,256		250,331
Notes Receivable		15,090,552		90,552
TOTAL CURRENT ASSETS		23,472,760		6,901,607
Property, equipment and leasehold improvements, net		13,103,704		1,181,477
Intangibles assets, net		2,276,943		2,495,259
Right-of-use assets		2,213,991		2,350,929
Other assets		4,345,893		4,243,222
TOTAL ASSETS	$	45,413,291	$	17,172,494
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	4,228,527	$	5,206,310
Accrued expenses and other current liabilities		18,272,697		19,126,765
Liability to issue shares		6,322,500		7,027,500
Lease liabilities, current portion		623,343		599,898
Notes payable, current portion		18,905,021		39,200,970
TOTAL CURRENT LIABILITIES		48,352,088		71,161,443
Notes payable, net of current portion		238,259		247,612
Lease liabilities, net of current portion		1,697,222		1,857,894
Other liabilities		5,617,192		5,617,192
TOTAL LIABILITIES		55,904,761		78,884,141
Commitments and Contingencies (Note 18)
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock; $0.001 par value; 58,000,000 shares authorized; 10,760,585 and 5,667,682 shares issued and outstanding at December 31, 2021 and September 30, 2021 respectively.		10,760		5,668
Common Stock; $0.001 par value; 500,000,000 shares authorized; 23,936,162 and 7,048,387 issued and outstanding at December 31, 2021 and September 30, 2021 respectively.		23,935		7,048
Additional Paid-in Capital		176,312,422		88,650,286
Accumulated Deficit		(186,838,587)		(150,374,649)
TOTAL DEFICIENCY IN STOCKHOLDERS' EQUITY		(10,491,470)		(61,711,647)
TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY	$	45,413,291	$	17,172,494

See accompanying notes to condensed consolidated interim financial statements.

F-2

MULLEN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended December 31,
	2021		2020
OPERATING EXPENSES
General and administrative	$	12,901,084	$	2,952,678
Research and development		1,157,323		518,023
Total Operating Expense		14,058,407		3,470,701
Loss from Operations		(14,058,407)		(3,470,701)
Interest expense		(22,438,945)		(2,406,330)
Loss on debt settlement		(41,096)		—
Gain on extinguishment of indebtedness, net		74,509		880,581
Net Loss	$	(36,463,938)	$	(4,996,450)
Net Loss per Share	$	(2.09)	$	(0.98)
Weighted average shares outstanding, basic and diluted		17,471,173		5,099,218

See accompanying notes to condensed consolidated interim financial statements.

F-3

MULLEN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF DEFICENCY IN STOCKHOLDERS’ EQUITY

	Preferred Stock																	Deficiency in
	Series A			Series B			Series C			Common Stock				Paid-in		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		Shares		Amount	Shares		Amount		Capital		Deficit		Equity
Balance, September 30, 2020	116,789	$	116	5,567,319	$	5,568	—	$	—	5,086,225	$	5,086	$	63,619,280	$	(106,134,069)	$	(42,504,019)
Warrant issuances	—		—	—		—	—		—	—		—		2,092,337		—		2,092,337
Beneficial Conversion Feature -Debt	—		—	—		—	—		—	—		—		172,663		—		172,663
Stock-based compensation	—		—	—		—	—		—	38,561		39		1,241,366		—		1,241,405
Net loss	—		—	—		—	—		—	—		—		—		(4,996,450)		(4,996,450)
Balance, December 31, 2020	116,789	$	116	5,567,319	$	5,568	—	$	—	5,124,786	$	5,125	$	67,125,646	$	(111,130,518)	$	(43,994,064)

	Preferred Stock																	Deficiency in
	Series A			Series B			Series C			Common Stock				Paid-in		Accumulated		Stockholders'
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Deficit		Equity
Balance, September 30, 2021	100,363	$	100	5,567,319	$	5,568	—	$	—	7,048,387	$	7,048	$	88,650,286	$	(150,374,649)	$	(61,711,647)
Common shares issued for cash	—		—	—		—	—		—	7,704,082		7,704		10,886,955		—		10,894,659
Common shares issued for asset	—		—	—		—	—		—	109,412		109		140,891		—		141,000
Preferred shares issued for cash	—		—	—		—	2,263,970		2,264	—		—		19,997,736		—		20,000,000
Preferred shares issued to settle liability to issue	—		—	—		—	84,900		85	—		—		704,915		—		705,000
Warrant issuances	—		—	—		—	—		—	—		—		10,491,621		—		10,491,621
Preferred shares issued in exchange for conversion of debt	—		—	—		—	2,829,029		2,829	—		—		24,988,926		—		24,991,755
Stock-based compensation	—		—	—		—	—		—	443,124		443		4,424,825		—		4,425,268
Common shares issued to settle liability to issue	—		—	—		—	—		—	131,477		131		1,034,681		—		1,034,812
Prefunded warrant issuance	—		—	—		—	—		—	—		—		15,000,000		—		15,000,000
Issuance of common stock for conversion of preferred stock	(84,996)		(85)	—		—	—		—	8,499,680		8,500		(8,415)		—		—
Net loss	—		—	—		—	—		—	—		—		—		(36,463,938)		(36,463,938)
Balance, December 31, 2021	15,367	$	15	5,567,319	$	5,568	5,177,899	$	5,178	23,936,162	$	23,935	$	176,312,421	$	(186,838,587)	$	(10,491,470)

See accompanying notes to condensed consolidated interim financial statements.

F-4

MULLEN AUTOMOTIVE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Three Months Ended December 31,
	2021		2020
Cash Flows from Operating Activities
Net Loss	$	(36,463,938)	$	(4,996,450)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		307,699		108,427
Employee stock compensation		1,604,293		566,179
Issuance of shares for services		2,495,487		26,162
Non-cash interest and other operating activities		3,062,048		1,918,453
Non-cash lease expense		136,938		77,644
Amortization of debt discount		19,212,176		487,876
Loss on asset disposal		1,298		—
(Gain) on extinguishment of debt		(74,509)		(880,581)
Loss on debt settlement		41,096		—
Changes in operating assets and liabilities:
Other current assets		(1,226,376)		161,959
Other assets		(1,225,252)		40,629
Accounts payable		(977,783)		(31,563)
Accrued expenses and other liabilities		(1,468,751)		2,679,880
Lease liabilities		(137,228)		(73,303)
Net cash (used) provided by operating activities		(14,712,802)		85,312
Cash Flows from Investing Activities
Purchase of equipment		(10,462,219)		(31,335)
Purchase of intangible assets		—		(41,250)
Net cash (used) in investing activities		(10,462,219)		(72,585)
Cash Flows from Financing Activities
Changes in net parent investment		—		(1,997,844)
Proceeds from issuance of notes payable		7,300,000		2,265,000
Proceeds from issuance of common stock		10,894,659		—
Proceeds from shares issued for cash		—		—
Proceeds from liability to issue preferred C shares		20,000,000		—
Payment of notes payable		(13,000,351)		(88,964)
Net cash provided by financing activities		25,194,308		178,192
Increase (decrease) in cash		19,286		190,919
Cash, beginning of period		42,174		33,368
Cash, ending of period	$	61,460	$	224,287
Supplemental disclosure of Cash Flow information:
Cash paid for interest	$	1,424,345	$	3,945
Supplemental disclosure for non-cash activities:
Refinance of existing debt	$	—	$	1,560,235
Preferred shares issued in exchange for convertible debt	$	24,991,755	$	—

See accompanying notes to condensed consolidated interim financial statements.

F-5

MULLEN AUTOMOTIVE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Mullen Automotive, Inc. (“MAI”, “Mullen”, “we” or the “Company”) is a development-stage electronic vehicle (EV) manufacturer. The Company operated as the EV division of Mullen Technologies, Inc. (“MTI”) until November 5, 2021, at which time the Company underwent a capitalization and corporate reorganization by way of a spin-off by MTI to its shareholders, followed by a reverse merger with and into Net Element, Inc. (“NETE”).

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the Commission for the year ended September 30, 2021. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mullen Investment Properties, LLC, which was established in August 2021 to hold our real estate. Intercompany accounts and transactions have been eliminated, if any. As of December 31, 2021, Mullen Investment Properties, LLC holds the Advanced Manufacturing and Engineering Center or “AMEC” in Tunica County, MS.

As MTI has not historically prepared financial statements for Mullen, and Mullen did not exist as a legal entity prior to November 5, 2021, these financial statements have been prepared from the financial records of MTI on a carve-out basis. The condensed consolidated balance sheets include all of the MAI Assets. The condensed consolidated Statements of operations for each of the three months ended December 31, 2021 and 2020, reflect all expenses and activities directly attributable to MAI, and an allocation of MTI’s general and administrative expenses incurred in each of those years, as these expenditures were shared by MAI. In some instances, certain expenses were not allocated as they would have related directly to MAI. All inter-entity balances and transactions have been eliminated.

The equity capital presented in the financial statements reflect the retrospective application of the November 5, 2021 capitalization and corporate reorganization arising from the merger transaction with NETE.

These financial statements have been prepared based upon the historical cost amounts recorded by MTI. These financial statements may not be indicative of MAI financial performance and do not necessarily reflect what its financial position, results of operations, and cash flows would have been had Mullen operated as an independent entity during the years presented.

F-6

NOTE 2 – LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern. Our principal source of liquidity consists of existing cash and restricted cash of approximately $61,000 at December 31, 2021. During the three months ended December 31, 2021, the Company used $14.7 million of cash for operating activities and had a working capital deficiency of approximately $24.9 million  at December 31, 2021.

During the three months ended December 31, 2021, the Company obtained additional financing in the amount of $7.26 million in unsecured convertible notes; $10 million in equity from Net Element merger; and $20 million in equity commitments (See Note 5, Debt).

The Coronavirus (“COVID-19”) continues to impact countries, communities, supply chains and markets, global financial markets, and various industries. To date, COVID-19 has had a material and disruptive impact on our strategy in EV product development and the ability to obtain external financing to fund its development activities. Company management is unable to predict whether the global pandemic will continue to have a material impact on our future financial condition and results of operations.

Going Concern

As an early-stage development company, our ability to access capital is critical. Our management plans to raise additional capital through a combination of equity and debt financings, strategic alliances, and licensing arrangements. Company management has evaluated whether there are any conditions and events, considered in aggregate, which raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. Since inception, we have incurred significant accumulated losses of approximately $186.8 million, and management expects to continue to incur operating losses over the near future. Proceeds from the business combination with Net Element, the exercise of warrants, and a qualified public offering, should they materialize, are expected to provide Mullen with sufficient liquidity and capital resources to fund its operating expenses and capital requirements for at least the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions.

Push-Down Accounting

The carve-out financial statements reflect costs and expenses incurred by MTI on behalf of MAI, including interest costs. As a result, share-based compensation, and other equity transactions (such as issuances of warrants and stock conversion rights embedded in issuances of indebtedness) are reflected in these carve-out financial statements. Accordingly, the classification of debt and equity issuances by MTI have been pushed down and reflected with similar classification in these carve-out financial statements. In addition, certain right-of-use assets and related lease liabilities of MTI have been pushed down to MAI.

Reverse Merger and Recapitalization

The November 2021 Business Combination with Net Element was accounted for as a reverse merger and recapitalization, with Net Element treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Mullen Automotive, Inc. issuing stock for the net assets of Net Element, accompanied by a recapitalization. Accordingly, these financial statements reflect the share capital and weighted average shares outstanding via a retrospective recapitalization as shares representing the exchange ratio established in the Business Combination.

F-7

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Use of Estimates

The preparation of carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the carve-out financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, fair value of long-lived assets, fair value of financial instruments, depreciable lives of property and equipment, income taxes, contingencies, and inputs used to value stock-based compensation, valuation of common and preferred stock issued by MTI.

Additionally, the rates of interest on several debt agreements have been imputed where there was no stated interest rate within the original agreement. The imputed interest results in adjustments to the debt amounts reported in our condensed consolidated financial statements prepared under U.S. GAAP. Loan valuations issues can arise when trying to determine the debt attributes, such as discount rate, credit loss factors, liquidity discounts, and pricing.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for adjustments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results may differ materially from these estimates.

Risks and Uncertainties

We operate within an industry that is subject to rapid technological change, intense competition, and serves an industry that has significant government regulations. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, required knowledge of industry governmental regulations, and other risks associated with an emerging business. Any one or combination of these or other risks could have a substantial influence on our future operations and prospects for commercial success.

Cash and Cash Equivalents

Company management considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2021 or September 30, 2021.

Restricted Cash

Funds that are not available for immediate use and must use for a specific purpose. These funds are refundable deposits for individuals and businesses who have made $100 reservations for the Mullen FIVE SUV, which debuted at the Los Angeles Auto Show in November 2021. At December 31, 2021, the restricted cash balance was $61,000. Customer deposits are accounted for within other liabilities

Deferred Advertising

At December 31, 2021 and September 30, 2021, deferred advertising was zero and $261,550, respectively. The cost were primarily upfront costs paid related to the Los Angeles auto show during November 2021.

Prepaid Expenses and Other Current Assets

Prepaid expenses consist of various advance payments made for goods or services to be received in the future. These prepaid expenses include insurance and other contracted services requiring up-front payments.

F-8

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Property, Equipment and Leasehold Improvements, Net

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.

Estimated Useful Lives

Description	Life
Buildings	30 Years
Furniture and Equipment	5 Years
Computer and Software	1 – 3 years
Machinery and Equipment	5 Years
Leasehold Improvements	Shorter of the estimated useful life or the underlying lease term
Vehicles	5 Years

Expenditures for major improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Company management continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Income Taxes

Prior to Mullen’s capitalization and corporate reorganization, our operations were included in the tax filings of MTI. The cash and deferred tax positions between us and MTI and are formalized in a tax sharing agreement.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At December 31, 2021 and September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions.

The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because management does not believe the recoverability of the tax assets meets the “more likely than not” likelihood at December 31, 2021 and September 30, 2021.

F-9

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Intangible Assets

Intangible assets consist of acquired and developed intellectual property and website development costs. In accordance with ASC 350, “Intangibles—Goodwill and Others,” goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. Intangible assets with determinate lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortizable intangible assets generally are amortized on a straight-line basis over periods up to 36 months. The costs to periodically renew our intangible assets are expensed as incurred.

Other Assets

Other assets are comprised primarily of Coda electric vehicles, related parts and security deposits related to the Company’s property leases related to the EV business.

Extinguishment of Liabilities

The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired.

Leases

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet, assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. Lessees shall classify all leases as finance or operating leases. The Company adopted ASU 2016-02, on October 1, 2019, which resulted in the recognition of the right-of-use assets and related obligations on its carve-out financial statements.

Accrued Expenses

Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated balance sheets.

General and Administrative Expenses

General and administrative (“G&A”) expenses include all non-production related expenses incurred by us in any given period. This includes expenses such as professional fees, salaries, rent, repairs and maintenance, utilities and office expense, employee benefits, depreciation and amortization, advertising and marketing, settlements and penalties, taxes, and licenses. Advertising costs are expensed as incurred and are included in G&A expenses. Other than trade show expenses which are deferred until occurrence of the future event, we expense advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”

Research and Development Costs

Research and development costs are expensed as incurred and includes impairment charges in the amounts of $1,157,323 and $518,023 for the three months ended December 31, 2021 and 2020, respectively. Research and development expenses primarily consist of costs associated with the development of our Mullen Five show car.

F-10

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Share-Based Compensation

We account for share-based awards issued by MAI in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, which requires fair value measurement on the grant date and recognition of compensation expense for all common shares of MAI issued to employees, non-employees and directors. The fair value of non-marketable share-based awards has been estimated based on an independent valuation. The MAI common and preferred share valuations have been appraised by an independent financial valuation advisor, based on assumptions management believes to be reasonable. Key assumptions and approaches to value used in estimating fair value, includes economic and industry data; business valuation; prior transactions; option value method and other cost, income and market value approaches. Share-based compensation is included within general and administrative expenses. Beginning on July 1, 2021, share based compensation awards have been valued based on valuation of the trading price of Net Element common stock, as adjusted for the share exchange ratio in the merger. See Note 9, MAI Share-Based Compensation, for the amount of share-based compensation expense that is included within General and Administrative expenses for the three months ended December 31, 2021 and 2020.

Other Financing Costs

Pursuant to the terms of the First Amendment to the Company’s Agreement and Plan of Merger with Net Element, we incurred a daily $13,333 penalty for delays in the consummation of the merger transaction. We recorded charges of zero for the three months ended December 31, 2021 associated with these delays, which charges are included in the condensed consolidated statement of operations and are included in accounts payable in the consolidated balance sheet at December 31, 2021 and September 30, 2021.

Related Party Transactions

We have related party transactions with certain of our directors, officers, and principal shareholders. These transactions, which are primarily long-term in nature, include operational loans, convertible debt, and warrants for financial support associated with the borrowing of funds and are entered into in the ordinary course of business.

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, Company management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

F-11

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Concentrations of Business and Credit Risk

We maintain cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations, generally $250,000. At times, our cash balance may exceed these federal limitations and maintains significant cash on hand at certain of its locations. However, we have not experienced any losses in such accounts and management believes we are not exposed to any significant credit risk on these accounts. There were no amounts in excess of insured limitations at December 31, 2021 and September 30, 2021.

Recently Issued and Adopted Accounting Standards

In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) (Topic 350), “Intangibles - Goodwill and Others.” ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. We adopted ASU 2017-04, on October 1, 2020, which did not have a material impact on our consolidated balance sheets.

In September 2018, the FASB issued Accounting Standards Update No. 2018-07 (ASU 2018-07) ASU No. 2018-07 (Topic 718), “Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07, on October 1, 2020, which did not have a material impact on our consolidated statements of operations.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted. Company management is evaluating the future impact this guidance on our consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations.

NOTE 4 – INTANGIBLE ASSETS

For the three months ended December 31, 2021 and 2020, we incurred website development and trademark costs of $5,361 and $0, respectively. These costs historically have been capitalized, as the website is in the development stage, resulting in improved functionality. Amortization of the website commenced when the website was placed in service for its intended use during the fourth quarter of 2021. Legal fees incurred for registration of trademarks account for all of the costs of trademark at December 31, 2021. Amortization of these costs will commence when the trademark application and registration process has been completed.

F-12

NOTE 4 – INTANGIBLE ASSETS – Continued

The weighted average useful life of the intellectual property is 3.0 years. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of three years. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the identifiable intangible assets.

	December 31, 2021						September 30, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
Finite-Lived Intangible Assets	Amount		Amortization		Amount		Amount		Amortization		Amount
Website design and development	$	2,660,391	$	(443,399)	$	2,216,992	$	2,660,391	$	(221,699)	$	2,438,692
Intellectual property		71,182		(71,182)		—		71,182		(69,205)		1,977
Trademark		59,951		—		59,951		54,590		—		54,590
Total Finite-Lived Intangible Assets	$	2,791,524	$	(514,581)	$	2,276,943	$	2,786,163	$	(290,904)	$	2,495,259

Total future amortization expense for finite-lived intellectual property is as follows:

Years Ended December 31,	Future Amortization
2022 (nine months)	$	670,458
2023		886,797
2024		719,688
Total Future Amortization Expense	$	2,276,943

For the three months ended December 31, 2021 and 2020, amortization expense for the intangible assets was $223,676 and $5,932 respectively.

NOTE 5 – DEBT

Short-term debt comprises a significant component of the Company’s funding needs. Short-term debt is generally defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of one year or more.

Short and Long-Term Debt

The following is a summary of our indebtedness at December 31, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	3,718,585	$	3,718,585	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		14,531,554		14,531,554		—	28.00	%	2021 – 2022
Real Estate Note		274,983		36,724		238,259	5.00	%	2023
Loan Advances		618,158		618,158		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		—		—		—	NA		NA
Total Debt	$	19,143,280	$	18,905,021	$	238,259	NA		NA

F-13

NOTE 5 – DEBT – Continued

The following is a summary of our indebtedness at September 30, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	5,838,591	$	5,838,591	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		23,831,912		23,831,912		—	28.00	%	2021 – 2022
Demand Note		500,000		500,000		—	27.00	%	2020
Convertible Unsecured Notes		15,932,500		15,932,500		—	15.00%-20.00	%	2021 - 2022
Real Estate Note		283,881		36,269		247,612	5.00	%	2023
Loan Advances		1,122,253		1,122,253		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		(8,060,555)		(8,060,555)		—	NA		NA
Total Debt	$	39,448,582	$	39,200,970	$	247,612	NA		NA

Scheduled Debt Maturities

The following scheduled debt maturities at December 31, 2021:

	Years Ended December 31,
	2022 (9 months)		2023		2024		Total
Total Debt	$	18,905,021	$	238,259	$	—	$	19,143,280

Notes and Advances

We enter into promissory notes with third parties and company officers to support our operations. Promissory notes typically are for less than three years maturity and carry interest rates from 0% to 28.0%. Company management is working with the creditors to remediate the $3,718,585 in promissory notes and loan advances that are in default. Promissory notes and loan advances that are in default still accrue interest after their scheduled maturity date. There are no financial covenants associated with the promissory notes and loan advances, and there are no compliance waivers that have been received from creditors. We record imputed interest on promissory notes and advances which are deemed to be below the market interest rate. For the three months ended December 31, 2021 and 2020, we recorded interest expense of $22,438,945 and $2,406,330, respectively.

In some instances, MTI issued shares of common stock or warrants along with the issuance of promissory notes, resulting in the recognition of a debt discount which is amortized to interest expense over the term of the promissory note. Debt discount amortization for the three months ended December 31, 2021 and 2020, was $19,212,176 and $486,876, respectively.

During 2021, MTI issued shares of stock to certain creditors in satisfaction of debt payments or in settlement of indebtedness. These agreements essentially exchanged a predetermined amount of stock to settle debt. For the three months ended December 31, 2021 and 2020, the carrying amount of indebtedness that was settled via issuance of MTI shares was $23,192,500 and $0, respectively.

F-14

NOTE 5 – DEBT – Continued

Convertible Debt Issuances and Warrants

TDR Relationship

On May 16, 2021, we received debt financing through MTI entering into an unsecured $4.4 million convertible note agreement with TDR Capital. The convertible note was issued with OID of 10% ($0.4 million); carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 17,446,000 shares of MTI common stock (1,358,112 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The value ascribed to the warrants was $24,358,875, resulting in an additional debt discount of $3,726,816 and a beneficial conversion discount of $673,184. These discounts are being amortized over the 12-month term of the debt. The number of shares issuable upon conversion are determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On July 26, 2021, we received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with TDR Capital. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877(MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On September 3, 2021, we received debt financing through MTI entering into an unsecured $6.6 million convertible note agreement with TDR Capital. The initial sale and purchase is $550,000 principal and detached warrants to acquire up to 2,180,750 shares of MTI stock (169,764 MAI warrants). The second sale and purchase is $6,050,000 principal and detached warrants to acquire up to 23,988,500 shares of MTI stock (1,867,423 MAI warrants). The combined convertible notes are issued with OID of 10% ($0.66 million); carries an interest rate of 15% and has a maturity date of one year. The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price of $0.6877, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

Digital Power Lending, LLC

On July 22, 2021, the Company received debt financing through MTI entering into an unsecured $2.42 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.242 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 9,595,300 shares of MTI common stock (746,961 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 5, 2021, the merger effective date, Digital Power Lending, LLC (together with their affiliates) is limited to a 9.9% ownership cap in common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

F-15

NOTE 5 – DEBT – Continued

On August 19, 2021, the Company received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 5, 2021, the merger effective date, Digital Power Lending, LLC. (together with their affiliates) is limited to a 9.9% ownership cap in common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On October 25, 2021, MTI amended the exchange agreement to include the $1,100,000 debt financing and detached warrants with JADR Consulting Group PTY Limited. The agreement represents Amendment No. 6 and Joinder to the Exchange Agreement that was originally signed on May 7, 2021 and amended on May 20, 2021. On November 5, 2021, the merger effective date, the investors exchanged the convertible debt for shares of MAI's Series C Preferred Stock, par value $0.001 per share. The right to additional purchases of preferred stock expires 12 months from the merger close date between Net Element and MAI.

On November 5, 2021, the Company received debt financing through MTI entering into an unsecured $110,000 convertible note agreement with Michael Friedlander. The convertible note is issued with OID of 10% or $10 thousand; carries an interest rate of 15% and has a maturity date of one year. On November 5, 2021, the merger effective date, the investors exchanged the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. The right to additional purchases of preferred stock expires 12 months from the merger close date between Net Element and MAI.

Assignment and Assumption of Rights

On October 25, 2021, JADR Consulting Group PTY Limited and TDR Capital entered into agreement of Assignment and Assumption of Rights. On September 3, 2021, the Assignor ("TDR Capital") agreed to purchase $6,600,000 in convertible debt and warrants to acquire 2,037,164 shares of MAI common stock. The Assignor has agreed with the Assignee ("JADR Consulting Group PTY Limited") to assign all rights, title and interest in the aggregate original amount of $3,300,000 and warrants to acquire 1,201,521 shares of MTI common stock for the aggregate purchase price of $3,000,000. The Company received funding between October 27, 2021 and November 4, 2021.

On October 27, 2021, Amendment No. 6 and Joinder to the Exchange Agreement was modified to reflect the changes of the Assignment and Assumption of Rights document.

Convertible Debt to Equity Conversion (Exchange Agreements)

The Notes described above were issued pursuant to Prior SPAs with the various Noteholders in 2020 and 2021 generally to finance Mullen Technologies’ electric vehicle business. The Prior SPAs provided for the issuance of the Notes and a specified number of warrants allowing the Noteholders to purchase common stock at an exercise price of $0.6877 per share, at any time prior to an expiration date that is generally 5 years after the date of issuance.

At the effective time of the Merger, each of the warrants to purchase Mullen Technologies common stock were canceled and converted automatically into a Warrant.

F-16

NOTE 5 – DEBT - Continued

Mullen Technologies and the holders (“Noteholders”) of $10,762,500 in aggregate principal amount of 15% unsecured convertible notes (the “Notes”) previously issued pursuant to certain Securities Purchase Agreements between Mullen Technologies and the Noteholders (“Prior SPAs”) entered into an Exchange Agreement (the “Exchange Agreement”) dated as of May 7, 2021, as amended, pursuant to which the Noteholders exchanged their Notes for Series C Preferred Stock of Mullen Technologies (the “Exchange Shares”). A condition to the Noteholders’ obligation to exchange the Notes included that the Company had received conditional approval for listing our Common Stock on the Nasdaq Capital Market and all conditions for closing the Merger had been met. In connection with the initial issuance of the Notes and further to the Exchange Agreement, the Noteholders also received a total of 42,759,290 additional warrants to purchase Mullen Technologies common stock at a purchase price of $0.6877 per share.

The Exchange Agreement requires Mullen Technologies to file a registration statement with the SEC under the Securities Act to register the sale of shares of common stock issuable upon conversion of the Exchange Shares by the Noteholders (the “Registration Statement”). On February 1, 2022, the S-3 Registration Statement was filed with the SEC and became effective on February 3, 2022.

At the effective time of the Merger, (i) each of the Exchange Shares were canceled and converted automatically into the right to receive 0.078 shares of the Series C Preferred Stock, (ii) each of the warrants to purchase Mullen Technologies common stock were canceled and converted automatically into a Warrant and (iii) the obligations under the Exchange Agreement were assumed by the Company.

Drawbridge Relationship

During July 2020, Drawbridge-DBI and MTI entered into a settlement agreement (the “Agreement”) to restructure the aggregate obligations owed to Drawbridge-DBI and the other DBI-affiliated entities. In connection with the Agreement, (a) the Sale-Leaseback obligation in the amount of $49,500,000 was replaced by a new note with a face value of $23,831,554, (b) the other indebtedness and advances from DBI-affiliated entities with a net book value of $9,935,086 were extinguished, and (c) MTI issued 71,516,534 MAI – 5,567,319 Series B Preferred Shares to Drawbridge-DBI.

The amounts owed to Drawbridge-DBI is $25,367,925 and $33,296,648 as of December 31, 2021 and September 30, 2021, respectively, and are in default. The amounts owed to other DBI-affiliated entities is $524,911 and $982,500 and $1,082,500, as of December 31, 2021 and September 30, 2021, respectively. The 2020 Drawbridge loan is currently recognized within the current portion of debt on the consolidated balance sheet.

On July 16, 2021, the Company and Drawbridge entered into an agreement whereby Drawbridge acknowledged, waived, and consented to the contribution and spin-off of Mullen's EV assets into a new entity. As indicated in Note 1 to the financial statements, the spin-off occurred immediately prior to the consummation of the merger with Net Element. As part of the agreement, Drawbridge was paid $10,000,000, to be applied towards the outstanding principal balance and includes a waiver of default. The principal pay down to Drawbridge occurred on November 15, 2021.

F-17

NOTE 5 – DEBT - Continued

SBA Loans

On April 14, 2020, MTI entered a promissory note (the “Note”) evidencing an unsecured loan (the “Loan”) in the amount of $885,426 made under the Paycheck Protection Program (the “PPP”). The Note matures on April 14, 2022 and bears interest at a rate of 1% per annum. Pursuant to the terms of the Coronavirus, Aid, Relief and Economic Security Act (“CARES Act”) and the PPP, the Company applied to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used (during the eight-week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. During November 2020, the SBA approved the loan forgiveness amount of $875,426 in principal and $5,155 in interest on November 20, 2020. The loan forgiveness was accounted for as a gain on debt extinguishment of $890,581 in the Consolidated Statement of Operations for the year ended September 30, 2021.

In September 2020, MTI entered a promissory note (the "Note") in the amount of $10,000 by the SBA under the EIDL program. Monthly installment payments on the Note will begin twelve months from the date of the Note, with the balance of any accrued principal and interest at 3.75% annually, payable thirty years from the date of the Note. An application was submitted to the Lender for loan forgiveness, which was approved for the full amount on February 18, 2021.

Loss on Debt Settlement

The Company incurred a $41,904 loss on debt settlement for the $540K CarMoxy Loan.

Release of Liability, Debt Paydowns and Payoffs

On December 27, 2021, the Par Funding/CBSG debt of $74,509 has been deemed satisfied by the authorized agent for the trustee of the creditor. As result of the trustee’s actions, the Company recorded an extinguishment of $74,509.

On November 29, 2021, MAI (through MTI) repaid the $140,000 loan from the NY Group, which had matured on January 24, 2021.

On November 29, 2021, MAI (through MTI) repaid the $25,000 loan from MABM Holdings loan, which matured on January 13, 2021.

On November 11, 2021, the Company executed a release of liability for the EXIM relationship. MAI (through MTI) paid $1,750,000 to EXIM USA to dismiss or release any and all claims, causes of action, lawsuits or other demands upon MTI. The loan matured on October 31, 2019, and the then current balance on the loan was $700,000 plus interest.

On November 9, 2021, the Company executed a release of liability for the Elegant Funding relationship. The lending relationship covered two transactions:

1. $458,000 loan dated May 23, 2018, which had matured on November 23, 2018. The current principal balance was $438,000, and the payoff amount was $604,770.

2. $185,000 dated September 29, 2018, which had matured on March 29, 2019. The current principal balance is $185,000, and the payoff amount is $222,426.

On November 9, 2021, MAI (through MTI) repaid a loan from John Gordon, which had matured on May 7, 2019. In consideration for the settlement, MAI (through MTI) received the title to one (1) Qiantu Dragonfly K50 EV car.

F-18

NOTE 5 – DEBT - Continued

Convertible Notes

Between August 2020 and December 2021, MTI issued unsecured convertible notes totaling $23,192,500, of which $7,260,000 were issued during the three months ended December 31, 2021. The unsecured convertible notes issued during the three months ended December 31, 2021 bear interest at 15%, mature in one year, and included warrants to acquire shares of common stock based on a specified formula. Interest is accrued in arrears until the last business day of each calendar year quarter. The default rate on the note increases to 20% when quarterly interest payments are not timely made by MTI.

Convertible Notes

	Convertible		Interest		Default		Maturity	Warrants		Exercise	Exercise
Date of Issuance	Note ($)		Rate		Interest Rate		Date	(#)		Date	Price ($)
8/26/2020	$	1,000,000	15	%	20	%	8/26/2021	226,397		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		100,000	15	%	20	%	8/26/2021	22,640		8/26/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
9/25/2020		157,500	15	%	20	%	9/25/2021	44,572		9/25/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
10/12/2020		660,000	15	%	20	%	10/12/2021	203,757		10/12/2025	$	8.84
10/12/2020		33,000	15	%	20	%	10/12/2021	10,188		10/12/2025	$	8.84
10/12/2020		27,500	15	%	20	%	10/12/2021	8,490		10/12/2025	$	8.84
11/9/2020		660,000	15	%	20	%	11/9/2021	203,757		11/9/2025	$	8.84
11/9/2020		33,000	15	%	20	%	11/9/2021	10,188		11/9/2025	$	8.84
11/9/2020		27,500	15	%	20	%	11/9/2021	8,490		11/9/2025	$	8.84
12/7/2020		660,000	15	%	20	%	12/7/2021	203,756		12/7/2025	$	8.84
12/7/2020		33,000	15	%	20	%	12/7/2021	10,188		12/7/2025	$	8.84
12/7/2020		27,500	15	%	20	%	12/7/2021	8,490		12/7/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
1/7/2021		660,000	15	%	—		1/7/2022	203,757		1/7/2026	$	8.84
1/7/2021		33,000	15	%	—		1/7/2022	10,188		1/7/2026	$	8.84
1/7/2021		27,500	15	%	—		1/7/2022	8,490		1/7/2026	$	8.84
1/7/2021		—	—		—		—	2,038	*	1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		82,500	15	%	—		1/7/2022	25,470		1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		110,000	15	%	—		1/7/2022	33,960		1/7/2026	$	8.84
3/10/2021		660,000	15	%	—		3/10/2022	203,757		3/10/2026	$	8.84
3/10/2021		33,000	15	%	—		3/10/2022	10,188		3/10/2026	$	8.84
3/10/2021		27,500	15	%	—		3/10/2022	8,490		3/10/2026	$	8.84
5/7/2021		—	—		—		—	82,326	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	33,316	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	10,504	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	19,167	**	5/7/2026	$	8.84
5/16/2021		4,400,000	15	%	20	%	5/16/2022	1,358,112		5/16/2026	$	8.84
7/22/2021		2,420,000	15	%	20	%	7/22/2022	746,961		7/22/2026	$	8.84
7/26/2021		1,100,000	15	%	20	%	7/26/2022	339,528		7/26/2026	$	8.84
8/19/2021		1,100,000	15	%	20	%	8/19/2022	339,528		8/19/2026	$	8.84
9/3/2021		550,000	15	%	20	%	9/3/2022	169,764		9/3/2026	$	8.84
10/5/2021		1,100,000	15	%	20	%	10/5/2022	395,712		10/5/2026	$	8.84
10/18/2021		385,000	15	%	20	%	10/18/2022	138,500		10/18/2026	$	8.84
10/19/2021		1,265,000	15	%	20	%	10/19/2022	455,068		10/19/2026	$	8.84
10/27/2021		550,000	15	%	20	%	10/27/2022	197,857		10/27/2026	$	8.84
10/27/2021		1,100,000	15	%	20	%	10/27/2022	395,712		10/27/2026	$	8.84
11/4/2021		2,750,000	15	%	20	%	11/4/2022	989,277		11/4/2026	$	8.84
11/5/2021		110,000	15	%	20	%	11/5/2022	37,356		11/5/2026	$	8.84
11/5/2021***		—	—		—		—	490,030		11/5/2026	$	8.84
Total	$	23,192,500	—		—		—	7,876,068		—		—

* As part of placement agent, Cambria received five-year warrants to purchase 6% of the MTI common shares issuable under convertible notes sold in the Regulation D offering to investors introduced by the firm.

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NOTE 5 – DEBT - Continued

** On May 7, 2021, MTI issued additional warrants of 1,866,665 (MAI - 145,313) that were added to the Exchange Agreement for no additional consideration to acquire additional common shares of common stock to four convertible debt holders given changes in the exchange share calculation, which will be consistent with the exchange share calculation of other convertible debt holders. The Exchange Agreement supersedes the original agreements that were issued by MTI and allows the convertible debt holder to exchange their debt for the newly created Series C Preferred Stock, par value of $0.001. The new series of preferred stock was created upon the merger effectiveness date between Net Element and MAI.

*** Additional warrants granted to investors granted to for no additional consideration to acquire additional common shares of common stock to four convertible debt holders given changes in the exchange share calculation, which will be consistent with the exchange share calculation of other convertible debt holders.

Convertible Notes

Because the market price for MTI common stock on the date of the notes exceeded the notes’ conversion price of $0.6877 per share, a beneficial conversion feature in the amount of $10,613,630 was recorded as a discount on the notes. The discount is being amortized as additional interest over the life of the notes. At December 31, 2021, the discount was fully amortized.

Company management evaluated the conversion features embedded in the convertible notes for classification and accounting under the provisions of ASC 815-40 and determined the conversion features met treatment as equity.

NOTE 6 – FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Non-financial assets, such as property, equipment and leasehold improvements is required to be measured at fair value only when acquired or when an impairment loss is recognized. See “Note 12 - Property, Equipment and Leasehold Improvements, Net” for further information on impairment of fixed assets.

Financial instruments for which carrying value approximates fair value

Certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets are carried at amounts that approximate fair value, due to their short-term nature and credit risk. These instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. We believe that the carrying value of term debt approximates fair value due to the variable rates associated with these obligations. Accounts payable are short-term in nature and generally terms are due upon receipt or within 30 to 90 days.

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY

The accompanying financial statements include a retrospective recapitalization to reflect the composition of stockholder’s equity, as if they had existed for the periods presented.

Preferred Stock

On November 5, 2021, we filed an Amended and Restated Articles of Incorporation which included the rights and privileges of Preferred Stock Series A, Series B, and Series C. Under the terms of our Articles of Incorporation, the Board of Directors may determine the rights, preferences and terms of our authorized but unissued shares of preferred stock.

F-20

Dividends

The holders of Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Preferred Stock Series A and Series B shall participate on a pro rata basis (on an “as converted” basis to common stock) in any cash dividend paid on common stock. No dividends have been declared or paid during the three months ended December 31, 2021 and 2020.

The Series C Preferred Stock bears a cumulative 15.0% per annum fixed dividend payable no later than the 5^th day after the end of each month on the Series C Original Issue Price plus unpaid accrued and accumulated dividends. Dividends on the Series C Preferred Stock are prior to any dividends on any other series of Preferred Stock or the Common Stock.

The Company may elect to pay dividends for any month with a paid-in-kind election (“PIK”) if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with all listing requirements of NASDAQ and (iii) the average daily trading dollar volume of the Company’s Common Stock for 10 trading days in any period of 20 consecutive trading days on the NASDAQ is equal to or greater than $2.0 million. There is no mandatory redemption date, but, subject to the conditions set forth below, all, but not less than all, of the shares are redeemable by the Company at any time, provided that if the Company issues notice to redeem, holders of Series C Preferred shall have 15 days to convert such shares to Common Stock prior to the date of redemption.

In addition to the above, the shares are also redeemable by the Company in accordance with the following schedule provided the issuance of shares of Common Stock underlying the shares has been registered and the registration statement remains effective:

Year 1: No Redemption

Year 2: Redemption at 120% of the Series C Redemption Price

Year 3: Redemption at 115% of the Series C Redemption Price

Year 4: Redemption at 110% of the Series C Redemption Price

Year 5: Redemption at 105% of the Series C Redemption Price

Year 6 and thereafter: Redemption at 100% of the Series C Redemption Price

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

Liquidation

Based on a reverse ratio of one share of the Company for 12.8485 shares of Mullen Technologies (the “Reverse Ratio”):, (i) the liquidation preference for the Series A Preferred to $1.29 per share from $0.10 per share as set forth in Section 2(c) of Article III(B) of the Certificate, and (ii) the “Series B Original Issue Price” of the Series B Preferred and the “Series C Original Issue Price” of the Series C Preferred to $8.84 per share from $0.6877 per share as set forth in Section 2(a) and Section 2(b), respectively, of Article III(B) of the Certificate

Subject to applicable law, in the event of any Liquidation Event, the holders of the Series B Preferred will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends. The holders of the Series C Preferred will then be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price plus declared but unpaid dividends. Thereafter, any remaining proceeds will be distributed to holders of the Series A Preferred and Common Stock ratably in proportion to the number of shares of the Series A Preferred and Common Stock held by them, on a fully converted basis.

Conversion

Preferred Stock Series A is convertible at any time at the option of the holder into Common Stock at a conversion rate of one for one hundred basis with common shares of at any time after the date of issuance of such shares into such number

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of fully paid and non-accessible shares of Common Stock. Preferred Stock Series B and Preferred Stock Series C are convertible at any time at the option of the holder into Common Stock at a conversion rate of one for one basis with common shares at any time after the date of issuance of such shares into such number of fully paid and non-accessible shares of Common Stock.

Additionally, all outstanding shares of the Preferred Stock shall automatically convert into shares of the underlying Common Stock upon the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which results in aggregate cash proceeds to the Company of not less than $50 million, net of underwriting discounts and commissions (a “Qualified IPO”).

Voting Rights

The holders of shares of Common Stock and Preferred Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders; provided, however, that, any proposal which adversely affects the rights, preferences and privileges of the Series A Preferred, Series B Preferred, or Series C Preferred, as applicable, must be approved by a majority in interest of the affected Series of Preferred Stock, as the case may be. Each holder of Common Stock, Series B Preferred and Series C Preferred to have the right to one vote per share (on a fully converted basis) held of record by such holder and each holder of Series A Preferred have the right to 1,000 votes per share (on a fully converted basis) held of record by such holder.

Common Stock

We have 500,000,000 shares of common stock authorized with $0.001 par value per share. There were 23,936,162 and 7,048,387 shares of common stock issued and outstanding at December 31, 2021 and September 30, 2021.

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

The holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of shareholders. In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the common shareholders are entitled to receive the remaining assets following distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock are not entitled to receive dividends unless declared by our Board of Directors. To date, no dividends were declared or paid to the holders of common stock.

Warrants

The Warrants were issued at an initial exercise price of $0.6877 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The exercise price was adjusted as provided in the warrants and further in accordance with the Merger Agreement such that the exercise price is now $8.84 per share. The Warrants were exercisable for an aggregate of 15,075,707 shares of Common Stock as of December 31, 2021.

The Warrants provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which he Company is required to issue or sell or is deemed, pursuant to the provisions of the Warrants, to have issued or sold, any shares of Common Stock for a price per share lower than the exercise price then in effect (a “Dilutive Issuance”), subject to certain limited exceptions, then the exercise price of the Warrants shall be reduced to such lower price per share. In addition, the exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions.

F-22

The following table summarizes warrant activity for the three months ended December 31, 2021 and 2020:

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2021	4,924,447	$	8.84
Warrants exercised	—	$	—
Warrants granted	10,151,260	$	8.84
Warrants expired	—	$	—
Warrants outstanding at December 31, 2021	15,075,707	$	8.84

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2020	540,905	$	8.84
Warrants exercised	—	$	—
Warrants granted	756,448	$	8.84
Warrants expired	(97,308)	$	8.84
Warrants outstanding at December 31, 2020	1,200,045	$	8.84

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

2020-2021 Warrants

The warrants are exercisable for a five-year period commencing upon issuance . The estimated fair value of the MAI warrants issued and outstanding as of December 31, 2021 is $133,269,241 using the Black-Scholes option valuation model. The assumptions used that represent management’s best estimates of the fair value of the Company’s warrants issued and outstanding were as follows:

	December 31, 2021
Expected term (in years)		5.0
Volatility		135	%
Dividend yield		0.00	%
Risk-free interest rate		0.98%-1.17	%
Common stock price	$	4.16

The allocation of the fair value of these warrants was included as a debt discount on the consolidated balance sheet and amortized to interest expense over the scheduled maturity dates of the various promissory notes. All unamortized debt discount was charged to interest at the time of merger on November 5, 2021.

Registration Rights

At the effective time of the Merger, various agreements that Mullen Technologies entered into were assumed by the Company, including the Exchange Agreement, the $20 Million SPA and the Registration Rights Agreement. These agreements caused the Company to be obligated to file one or more registration statements to register the resale of our Common Stock.

Equity Transactions

Acuitas $20 Million Equity Purchase

On May 7, 2021, MTI executed a $20,000,000 equity purchase agreement with the Acuitas Group Holdings, who committed to purchase shares of the MAI Series C Preferred Stock at a price of $8.84 per share. Upon NASDAQ uplifting and trading volume of stock, this equity commenced funding. On November 4, 2021, Acuitas Group Holdings wired $20,000,000 to MTI before the merger effective date with Net Element that occurred on November 5, 2021. As part of the merger transaction, Acuitas Group Holdings received 6,793,051 warrants with an adjusted exercise price of $8.84 and

F-23

matures in five years. The investor also received 2,767,745 shares of Series C Preferred Stock. The preferred shares and warrants have been registered for sale via the S-3 Registration Statement that became effective on February 3, 2022.

Cambria – Investment Banking Services Agreement

On July 16, 2021 and September 8, 2021, MTI agreed to a proposal with Cambria a placement agent services for investment offerings up to $3,000,000. As a result of the agreement, MTI is obligated to pay a financing fee of 6.0% of aggregate gross proceeds and warrants equal to 6.0% of the offering. To date, Cambria has raised $750,000 in equity financing. The equity purchases of Series C Preferred Stock have detached warrants with strike price of $8.84. The warrants have a five-year maturity. On November 5, 2021, the merger effective date, investors received e Series C Preferred Stock.

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

The table below represents the post-merger shares for equity capitalization. As of December 31, 2021, MAI issued Series C Preferred Stock and associated warrants to the investors within the Cambria relationship

Date	Series C Preferred Stock		Warrants	Additional Warrants		Maturity Date	Exercise Price
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		5,660	16,980	—		7/23/2026	$	8.84
7/23/2021		11,320	33,960	—		7/23/2026	$	8.84
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		—	—	9,016	*	7/23/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		11,320	33,960	—		9/8/2026	$	8.84
Total		84,900	254,698	9,016		—		—

● Represents placement agent fees to Cambria.

NOTE 8 – LOSS PER SHARE

Earnings per common share (“EPS”) is computed by dividing net income allocated to common shareholders by the weighted-average common shares outstanding, excluding unvested common shares subject to repurchase or cancellation. Diluted EPS is computed by dividing income allocated to common shareholders plus dividends on dilutive convertible preferred stock and preferred stock that can be tendered to exercise warrants, by the weighted-average common shares outstanding plus amounts representing the dilutive effect of outstanding warrants and the dilution resulting from the conversion of convertible preferred stock, if applicable.

For the three months ended December 31, 2021 and 2020, the Series A Preferred Stock were excluded from the diluted share count because the result would have been antidilutive under the “if-converted method.” The warrants to purchases common shares of stock also were excluded from the computation because the result would have been antidilutive.

NOTE 9 – MAI SHARE- BASED COMPENSATION

MAI has a share incentive plan as part of its annual discretionary share-based compensation programs. The plan includes consultants and employees, including directors and officers. For employees, they are notified of company share incentives during the onboarding process. The employee’s offer letter briefly describes the plan. Subject to the approval of MAI’s Board of Directors or its Compensation Committee and following the adoption of an equity incentive plan, employees are issued a specified number of shares of the MAI Common Shares. Employees are vested in 100% of the MAI shares after 12 months of continuous service. Additional MTI shares may be issued to employees over the next two years at anniversary date. Any disruption or separation of service results in the forfeiture of common shares. The total expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period. Since we are public company, the employee shares are valued each month, using the MULN closing stock price on the NASDAQ CM.

F-24

NOTE 9 – MAI SHARE- BASED COMPENSATION – Continued

Consulting agreements or MAI shares for services are determined by the number of MAI shares granted within the individual contracts, as well as the services provided by the consultant. The MAI shares specified within the individual agreements are negotiated and approved by our Chief Executive Officer. The consultant earns the MAI shares over the service period. The MAI shares are accounted for as professional fees within G&A expenses. Employee share issuances are part of Salaries expense. The expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period.

	For the three months ended December 31,
Composition of Stock-Based Compensation Expense	2021		2020
Employee MAI share issuance	$	1,604,293	$	566,179
MAI shares for services		2,495,487		26,162
MAI Share-Based compensation expense	$	4,099,780	$	592,341

NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	December 31, 2021		September 30, 2021
Accrued Expenses and Other Liabilities
Accrued expense - other	$	1,229,929	$	2,051,696
Accrued payroll		4,596,272		4,586,057
Accrued interest		12,446,496		12,489,012
Total	$	18,272,697	$	19,126,765

Accrued payroll represents salaries and benefits that are owed to employees, including payroll tax liabilities. Delinquent IRS and state tax liabilities as of December 31, 2021 and September 30, 2021 are $4,277,297 and $3,904,720, respectively. These tax liabilities have priority liens over MTI assets due to nonpayment of tax debt. The lien protects the government’s interest in all MTI property, including real estate, personal property and financial assets. See Note 18, Contingencies and Claims.

Accrued interest relates to finance charges on debt financing and represents interest on loans, and convertible notes payable throughout 2021. See Note 5, Debt.

NOTE 11 – NOTE RECEIVABLE

On October 8, 2021, MAI (through MTI) and CEOcast, Inc. entered into an agreement, whereby CEOCast, Inc. irrevocably committed to purchase, and MAI irrevocably committed to sell $15 million in warrants to acquire shares of common stock. The aggregate purchase price will be paid to MTI at closing by means of a full recourse promissory note. MAI will issue pre-funded warrants that are registered in the name of CEOcast, Inc. The investor is committed to pay to MAI (through MTI) in the principal amount of $15 million. The note receivable bears no interest, and the payment of principal will be made in 6 equal monthly installments beginning on the first business day of the calendar month . Before payments begin to the Company, the shares underlying the warrants must be registered via an effective registration statement filed with the U.S. Securities and Exchange Commission.

NOTE 12 – LIABILITY TO ISSUE STOCK

Liability represents stock payable that is accrued for and issuable at a future date for Preferred Management Partners and Cambria Investment Banking Services. See Note 18, Commitments and Contingencies, and Note 20, Subsequent Events.

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NOTE 13 – PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Property, equipment, and leasehold improvements, net consists of the following:

	December 31,		September 30,
	2021		2021
Building	$	8,078,757	$	804,654
Furniture and Equipment		485,534		111,102
Vehicles		45,887		45,887
Computer Hardware and Software		172,505		139,742
Machinery and Equipment		6,946,019		2,597,654
Leasehold Improvements		40,367		66,379
Subtotal		15,769,069		3,765,418
Less: Accumulated Depreciation		(2,665,364)		(2,583,941)
Property, Equipment and Leasehold Improvements, Net	$	13,103,705	$	1,181,477

Depreciation expense related to property, equipment and leasehold improvements for the three months ended December 31, 2021, and 2020 was $84,022 and $102,495, respectively.

On November 12, 2021, Mullen Investment Properties, LLC, MAI real estate wholly owned subsidiary, completed the $12,000,000 purchase of the Tunica County, MS property ("Advanced Manufacturing and Engineering Center" or "AMEC"). The property is approximately 127,400sf EV manufacturing facility and a small shed for storage. The property is located at 1 Greentech Drive, in the City of Robinsonville, MS. AMEC will be used to class 1 and class 2 EV cargo vans and the Mullen FIVE Crossover. The facility currently occupies 124,000 square feet of manufacturing space. The total available land on the property is over 100 acres. On the expanded site, Mullen plans to build a body shop, fully automated paint shop and a general assembly shop.

NOTE 14 – OTHER ASSETS

Other assets consist of the following:

	December 31, 2021		September 30, 2021
Other Assets
Coda Materials	$	76,588	$	76,587
Show Room Cars		4,082,665		2,739,995
Security Deposits		186,640		186,640
Deposit on Property (See Note 16)		—		1,240,000
Total Other Assets	$	4,345,893	$	4,243,222

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NOTE 15 – OPERATING EXPENSES

General and Administrative Expenses consists of the following:

	Three months ended December 31,
	2021		2020
Professional fees	$	5,139,332	$	941,728
Salaries		3,161,920		1,151,668
Depreciation and amortization		307,699		108,427
Lease		459,535		356,168
Settlements and penalties		294,812		54,588
Employee benefits		368,052		83,293
Utilities and office expense		179,028		67,457
Advertising and promotions		2,452,790		29,541
Taxes and licenses		72,279		5,130
Repairs and maintenance		19,220		41,880
Other		446,416		112,798
Total	$	12,901,084	$	2,952,678

Within professional fees is MTI shares for services, which is the issuance of MTI shares for services rendered to consultants and professional service firms. The expense is recorded at fair value of MTI shares issued (see Note 15, Other Assets). For the three months ended December 31, 2021 and 2020, the Company recorded $916,295 and $26,162, respectively, for shares for services.

Research and development consist of the following:

	Three months ended December 31
	2021		2020
Research & Development
Professional fees	$	1,157,323	$	518,023
Total	$	1,157,323	$	518,023

Research and development costs are expensed as incurred. Research and development expenses primarily consist of Mullen Five EV show car development and are primarily comprised of personnel-related costs for employees and consultants.

In December 2020, the Company entered into an agreement with Thurner, Inc. to design and develop two show electric vehicles. The car design was completed during Q3 2021. The total cost for Phase 1 is $483,254.

In December 2020, MTI entered into a Statement of Work with Phiaro, Inc. for its show car development for approximately $1.6 million. The show car project program started in December 2020 and completed November 2021. The program is for the initial show car development of the Mullen Five, which is a mid-size electric SUV. The program start began in January 2021. The initial show cars in development consist of two mid-size electric SUVs.

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NOTE 16 – LEASES

MTI (now assumed by MAI due to the merger) has entered into various operating lease agreements for certain of its offices, manufacturing and warehouse facilities, and corporate jet. We have implemented the provisions of ASC 842, on October 1, 2019. Operating leases are included in right-of-use assets, and current and noncurrent portion of lease liabilities, as appropriate. These right-of-use assets also includes any lease payments made and initial direct costs incurred at lease commencement and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements which require payments for both lease and non-lease components and has elected to account for these as a single lease component. Certain leases provide for annual increases to lease payment based on an index or rate. We calculate the present value of future lease payments based on the index or at the lease commencement date for new leases.

The table below presents information regarding our lease assets and liabilities.

	December 31, 2021			September 30, 2021
Assets:
Operating lease right-of-use assets	$	2,213,991		$	2,350,929
Liabilities:
Operating lease liabilities, current		(623,343)			(599,898)
Operating lease liabilities, non-current		(1,697,222)			(1,857,894)
Total lease liabilities	$	(2,320,565)		$	(2,457,792)
Weighted average remaining lease terms:
Operating leases		3.14 years			3.34 years
Weighted average discount rate:
Operating leases		28	%		28	%
Cash paid for amounts included in the measurement of lease liabilities for the fiscal year ended September 30, 2021, and 2020	$	293,387		$	1,057,438

Operating lease costs:	For the three months ended December 31,
	2021		2020
Fixed lease cost	$	286,482	$	150,235
Variable lease cost		129,605		199,367
Short-term lease cost		96,592		27,795
Sublease income		(53,144)		(21,229)
Total operating lease costs	$	459,535	$	356,168

Operating Lease Commitments

Our leases primarily consist of land, land and building, or equipment leases. Our lease obligations are based upon contractual minimum rates. Most leases provide that we pay taxes, maintenance, insurance and operating expenses applicable to the premises. The initial term for most real property leases is typically 1 to 3 years, with renewal options of 1 to 5 years, and may include rent escalation clauses. For financing obligations, a portion of the periodic lease payments is recognized as interest expense and the remainder reduces the obligations. For operating leases, rent is recognized on a straight-line basis over the lease term, including scheduled rent increases and rent holidays.

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NOTE 16 – LEASES – Continued

The following table reflects maturities of operating lease liabilities at December 31, 2021:

Years ending
December 31,
2022 (9 months)	$	908,149
2023		1,157,693
2024		824,287
2025		436,155
2026		222,787
Thereafter		—
Total lease payments	$	3,549,071
Less: Imputed interest		(1,228,506)
Present value of lease liabilities	$	2,320,565

NOTE 17 – INCOME TAXES

On December 2, 2019, we entered into a tax sharing agreement with Mullen Technologies Inc. Although our results are included in the Mullen Technologies consolidated tax return for U.S. federal income tax purposes, our tax provision is calculated primarily as though MAI was a separate taxpayer. However, under certain circumstances, transactions between us and Mullen Technology are assessed using consolidated tax return rules. Tax sharing agreement governs the payment of tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of tax returns, and provide for certain other matters relating to taxes

For the quarter ended December 31, 2021 and years ended September 30, 2021 and 2020, we had income tax NOL carryforwards of approximately $193 million for Federal and $192 million for California, which will expire as follows:

NOL Carryforward
	December 31,		September 30,
	2021		2021
Federal
2034-2037	$	36,566,294	$	29,838,716
Indefinite	$	199,385,113	$	162,818,819
Total Federal	$	235,951,407	$	192,657,535
California
2034-2040	$	194,955,026	$	191,722,566
Total California	$	194,955,026	$	191,722,566

	December 31,		December 31,		September 30,		September 30,
	2021		2021 - %		2021		2021 - %
Income tax benefit at statutory rate	$	(7,657,427)	21.00	%	$	(9,247,200)	21.00	%
State income taxes		—	—	%		800	—	%
Permanent Differences		430,252	(0.35)	%		158,166	(0.36)	%
Valuation Allowance		7,229,304	(20.65)	%		9,091,163	(20.65)	%
Other		(2,129)	—	%		(2,129)	—	%
Total (benefit) provision for income taxes	$	—	—	%	$	800	—	%

We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities.

F-29

NOTE 17 – INCOME TAXES – Continued

Significant components of the Company’s net deferred tax assets as of December 31, 2021 and September 30, 2021 and 2020 are as follows:

	December 31,		September 30,		September 30,
	2021		2021		2020
Deferred tax assets:
Net Operating loss carryforwards		66,000,217		38,676,405		31,413,378
Charitable Contributions		—		894		1,176
Accrued Expenses		226,308		315,555		104,164
Impairment Other		—		—		83,845
Other Assets		—		364,419		261,842
163(j) Limitation		19,203,511		14,491,332		4,178,291
Total gross deferred tax assets		85,430,036		53,848,604		36,042,696
Less valuation allowance		(85,430,036)		(53,416,875)		(35,747,087)
Total net deferred tax assets		332,578		431,729		295,609
Deferred tax liabilities:
Intangibles		(223,676)		(146,639)		(157,641)
Fixed Assets		(108,902)		(284,922)		(137,632)
Other		—		(168)		(336)
Total deferred tax liabilities		(332,578)		(431,729)		(295,609)
Net deferred tax assets	$	—	$	—	$	—

For the quarter ended December 31, 2021 and years ended September 30, 2021 and 2020, we recorded a full valuation allowance against the deferred tax assets because we do not believe that the deferred tax assets recorded in 2021 and 2020 are more likely than not to be realizable.

NOTE 18 – CONTINGENCIES AND CLAIMS

ASC 450 governs the disclosure and recognition of loss contingencies, including potential losses from litigation, regulatory, tax and other matters. The accounting standard defines a “loss contingency” as “an existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur.” ASC 450 requires accrual for a loss contingency when it is “probable that one or more future events will occur confirming the fact of loss” and “the amount of the loss can be reasonably estimated.”

From time to time, we are subject to asserted and actual claims and lawsuits arising in the ordinary course of business. Company management reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our consolidated financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, management evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. We do not record liabilities when the likelihood is probable, but the amount cannot be reasonably estimated.

F-30

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

Preferred Management Partners, Inc. – Consulting Agreement

On September 23, 2021, MAI entered into a consulting arrangement with Preferred Management Partners, Inc. The Company hereby engages Preferred Management, Inc. to resume negotiations between MAI and Qiantu Motor Cars to enable the Company to procure the intellectual property ownership rights related to the K-50 automobile. As compensation for entering into this agreement and providing services to MAI, the consultant will receive 750,000 unrestricted publicly traded shares of the Company’s common stock registered on Form S-8 registration statement. If the consultant is successful, the Company will pay the consultant an additional 750,000 unrestricted shares of common stock registered on Form S-8 registration statement. As of this date, the Form S-8 registration statement has been filed but not declared effective until January 11, 2022. The Company has recognized an obligation to issue these shares and a related deferred charge for these consulting services on the condensed consolidated balance sheet.

Equity Financing Transactions

$30M common stock purchase

On September 1, 2021, Mullen Technologies and Esousa Holdings LLC (“Esousa”) entered into a Securities Purchase Agreement (the “Equity Line of Credit”) whereby the Esousa Holdings, LLC committed to purchase up to an aggregate of up to $30,000,000, or $2.5 million per month, in Common Stock over a twelve-month period. At the effective time of the Merger, the obligations under the Equity Line of Credit were assumed by the Company.

The number of shares of Common Stock issued by the Company at each draw down date is calculated by multiplying 125% by the amount of each draw down (up to $2,500,000) and then dividing by the closing sale price of the Common Stock on the principal securities exchange or trading market on which the Common Stock is listed or trading on the trading day immediately prior to the draw down. The number of Common Shares issued is then subject to adjustment and will be issued at a purchase price per share equal to 95% of the dollar volume-weighted average price per share of Common Stock during the ten trading days following the draw down date.

As a condition to the obligation of the investor to fund the Equity Line of Credit, the Company must file an SEC registration statement covering the sale of the Common Stock issued under the Equity Line of Credit and such registration statement must be declared effective. The Company shall not issue any Common Stock under the Equity Line of Credit if that would result in Esousa’s beneficial ownership equaling more than 9.9% of the Company’s outstanding Common Stock.

International Business Machines (“IBM”)

We previously recorded a $4.5 million liability associated with a lawsuit with IBM, in which IBM contended that we had not fulfilled our obligations pursuant to a contract entered into during 2017. On April 28, 2020, the Supreme Court of the State of New York granted summary judgment in favor of IBM’s claim for breach of contract. The Court, however, found that a trial (inquest) was required to determine the damages to which IBM is entitled. We proposed an offer in settlement to resolve the matter, with the parties proceeding under the Joint Development and Technology License Agreement and all rights restored to us under the Trademark License Agreement. On December 1, 2021, the Supreme Court of the State of New York entered a judgment of $5.6 million to IBM. On December 2, 2021, we filed a Notice of Appeal. As a result, we recorded an additional charge, increasing the liability to the adjudicated amount.

Federal and State Tax Liabilities

We have recorded a $4.2 million liability at December 31, 2021 associated with past due amounts owed to the Internal Revenue Service (“IRS”) and the Employment Development Department of California (“EDD”) for failing to remit payroll taxes associated with MTI and the Company’s employees.

F-31

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

The IRS has filed a lien on substantially all of our assets. On April 28, 2021, MTI entered into an installment agreement with the EDD to pay $10,000 per month related to unpaid state payroll tax liabilities of $370,067 plus accrued interest. Monthly payments of $10,000 are being made and will continue until paid in full.

Raymond James and Associates (“RJA”) – Investment Banking Services Agreement

On May 5, 2020, MTI entered into an agreement with Raymond James & Associates for public offering and placement agent services. The agreement called for payment of a cash retainer of $50,000, which remains unpaid. Upon the closing of any public offering, regardless of whether RJA procured the agreement regarding the offering, we are obligated to pay a financing fee of equal to the greater of a) 6.0% of aggregate gross proceeds and b) $3,000,000.

Linghang Boao Group, LTD

In November 2019, we entered into a three-year Strategic Cooperation Agreement (“SCA”) with Linghang Boao Group LTD to co-develop a Solid- State Battery Management system with a 480 - 720-mile Driving Range. The Company’s total financial commitment under the SCA is $2,196,000. On December 3, 2019, we paid the first installment of $390,000. The remaining installments are payable upon the earlier of certain dates or the achievement of defined milestones.

The contractual target dates and milestones have been severely disrupted due to the occurrence COVID-19. As a result, our management believes the COVID-19 pandemic represents a Force Majeure event (that is, the pandemic has impacted our and Linghang Boao Group LTD’s ability to meet their respective contractual obligations due to restriction in movement, stoppage of production, increase in costs due to scarcity of raw materials components, labor shortages, shortage of funds, disruption in the supply chains, U.S. governmental closures of ports/borders and travel restrictions). Based on the foregoing, we believe there is no breach of contract due to our failure of performance. Unfortunately, we have sustained a loss of $390,000 at September 30, 2020 due to contract nonperformance and force majeure. There are no accrued liabilities recorded for any remaining milestone payments at December 31, 2021.

Our management has notified Linghang Boao Group of the decision to invoke the force majeure provision of the Strategic Cooperation Agreement due to the inability of the parties to perform caused by the global Pandemic.

ASC GEM Equity Line Financing

On January 4, 2021, MTI entered into a $350,000,000 equity line financing agreement with GEM Global Yield LLC (“Purchaser”) and GEM Yield Bahamas Limited (“GEM”). MAI plans to issue and sell common shares to GEM up to the number of common shares having an aggregate value of $350,000,000. The Purchaser will buy MAI shares based on the operational needs and/or drawdowns of the Company. If the aggregate limit has been reached, the Purchaser will increase the aggregate limit in an amount up to $150,000,000. The commitment fee, equal to 2% of the Aggregate Limit, will be charged for each draw-down. The fee may be paid in cash or freely tradeable common shares of the Company. The commitment begins when we effect the public listing of MAI common stock for trading on a U.S. national securities exchange. The agreement matures in 36 months after the public listing of MAI common shares.

Pursuant to the GEM Agreement, the commitment began on the “Public Listing Date”, defined as the date that we effected (i) a “Reverse Merger Transaction” (defined in the GEM Agreement as a reverse merger of a similar transaction between MAI and a special purpose acquisition company whose securities are publicly traded) or (ii) the direct listing of the Company’s common stock on a public market. Further to the GEM Agreement, we are obligated to issue warrants providing GEM the right to purchase up to 6.6% of our common shares outstanding on the Public Listing Date. As the Company is not effecting a Reverse Merger Transaction (that is, Net Element is not a special purpose acquisition company) nor is the Company effecting a direct listing of its common shares, the Company does not believe it is obligated under the GEM Agreement to pay fees nor issue warrants to GEM. In addition, the Company has agreed with a lender of its convertible promissory notes that the Company would not initiate utilization of the GEM Agreement.

F-32

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

As the Company did not effect a Reverse Merger Transaction as defined in the GEM agreement (that is, Net Element was not a special purpose acquisition company) nor did the Company effect a direct listing of its common shares, the Company does not believe it is obligated to pay fees nor issue warrants to GEM under the GEM Agreement. In addition, the Company has agreed with a lender of its convertible promissory notes that the Company would not initiate utilization of the GEM Agreement. Based upon information presently known to management, the Company believes that the potential liability will not have a material adverse effect on its financial condition, cash flows or results of operations. Therefore, no liability has been reflected on the condensed consolidated financial statements.

Odyssey Group Settlement

On August 13, 2021, MTI and Odyssey Group reached a settlement concerning disputes and differences that arose from collections on invoices and liens pending pursuant to Odyssey’s Client Account and the Odyssey Group Consulting Agreement. Odyssey alleged that the MTI owed $503,637 at March 31, 2021. The parties agreed that Odyssey would receive $50,000 and 500,000 shares of MTI common stock (pre-merger). Additionally, Odyssey will receive an equivalent of $10,000 in cash or common stock from MAI. The obligation to pay Odyssey may be terminated by either party upon 30-days’ notice by either party. A release of liability for the amounts owed on the Consulting arrangement was signed and executed on the settlement date. The Company has issued Odyssey the 500,000 common shares worth $1.25 million and paid $50,000 in cash and common stock. The $10,000 in cash or common stock provision has not been terminated by either party.

Litigation

On May 28, 2021, a Net Element shareholder filed a complaint against Net Element and Mullen Acquisition, Inc., and certain named individuals regarding the proposed merger transaction. The complaint alleges, among other things, a potential dilution of the value of Net Elements stock and a failure to act in with a fiduciary duty to its stakeholders. On September 3, 2021, a Net Element shareholder filed a lawsuit against Net Element, Mullen Technologies, Inc. and Mullen Acquisition, Inc., and certain individuals regarding the proposed merger agreement. The lawsuit alleges material omissions regarding the merger transaction and seeks to prevent the consummation of the merger agreement, as well as certain other equitable relief.

Based upon information presently known to management, the Company believes that the potential liability from the May 2021 complaint and September 2021 lawsuit, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Therefore, no liability has been reflected on the financial statements.

NOTE 19 – RELATED PARTY TRANSACTIONS

At December 31, 2021 and September 30, 2021, respectively, the Drawbridge Investments, LLC relationship comprised various loans and advances, common shares, and preferred shares. The Drawbridge loans are currently in default. The Common and Preferred Shares presented are shares in MAI, since issued MTI shares were exchanged due to the merger.

Drawbridge Related Transactions
(Cumulative)	December 31, 2021					September 30, 2021
Description	Loan Principal		# of Shares	FV of Shares		Loan Principal		# of Shares	FV of Shares
Various Notes	$	13,831,554	—	$	—	$	23,831,554	—	$	—
Common Shares		—	8,130,384		42,524,523		—	8,130,384		66,994,364
Preferred Shares - Series A		—	2,335		3,012		—	2,335		3,012
Preferred Shares - Series B		—	5,567,319		49,215,100		—	5,567,319		49,215,100
Total Related Party Transactions	$	13,831,554	13,700,038	$	91,742,635	$	23,831,554	13,700,038	$	116,212,476

*    Shares are MTI common and preferred shares.

F-33

NOTE 19 – RELATED PARTY TRANSACTIONS – Continued

The default interest rate on the Drawbridge loans is 28% per annum, and accrued interest is $11,536,371 at December 31, 2021.

Chief Executive Officer Loans to MAI

From time to time, the Company’s CEO provides loans to the Company. The outstanding balances for these loans was zero and $479,914 at September 30, 2021. During the three months ended December 31, 2021, the Company repaid the outstanding loan balance in full.

William Miltner

William Miltner is a litigation attorney who provides legal services to Mullen Technologies and its subsidiaries. Mr. Miltner also is an elected Director for MAI, beginning his term in August 2021. For the three months ended December 31, 2021, Mr. Miltner received $231,483 for services rendered to us. Mr. Miltner has been providing legal services to the Company since 2020.

Consulting Agreement

On October 26, 2021, MAI entered into a consulting agreement with Mary Winters, Corporate Secretary and Director, to compensate for Corporate Secretary Services and director responsibilities for the period of October 1, 2021, for one fiscal year ending September 30, 2022, in the amount of $60,000 annually or $5,000 per month.

Equity Warrants (EXCHANGE AGREEMENT and EQUITY WARRANTS)

During 2020 and 2021, as part of the merger with Net Element, we entered into an Exchange Agreement and subsequent amendments with certain holders of convertible debt as an incentive to convert their convertible debt into shares of our series C preferred stock. In connection with this agreement, the Company issued warrants to these investors, which represents a share-based equity incentive (“Series Preferred C Investors”). Series C Preferred Investors also purchased Series Preferred C Stock with detached warrants. The warrants have a fixed and determinable price of $8.84 per common share. The fair value of the MAI warrants is $133,269,241 as of December 31, 2021.

NOTE 20 – SUBSEQUENT EVENTS

Company management has evaluated subsequent events through February 14, 2022, which is the date these financial statements were available to be issued. Except as discussed below, management has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the carve-out financial statements:

Short-Term Financing

On January 14, 2022, MAI executed a Letter of Intent (“LOI”) with Mark Betor, MAI Director, for a $1,000,000 loan. The loan terms are as follows:

● $250,000 loan advance upon the execution of LOI

● $750,000 remaining balance is paid to Mullen Automotive upon execution of transaction documents

Loan will be evidenced by a Promissory Note with a maturity date for full repayment of loan no later than 90 days from January 11, 2022. Total agreed repayment amount is $1,150,000. Collateral is a first lien position 1 Greentech Drive, Tunica, MS. MAI Board of Directors approved transaction on January 18, 2022. Mr. Betor abstained from voting.

F-34

NOTE 20 – SUBSEQUENT EVENTS – Continued

S-3 Registration Statement

The SEC registration statement that became effective February 3, 2022, the Conversion Shares and Warrant Shares were included as required by that certain Registration Rights Agreement, entered into among Mullen Technologies, Inc (“Mullen Technologies”) and certain of the Selling Stockholders (the “Registration Rights Agreement”) and that certain Exchange Agreement, entered into among Mullen Technologies and certain of the Selling Stockholders (the “Exchange Agreement”).

The securities that were registered for resale, in aggregate totaled 228,568,886 shares of common stock.

● 11,392,058 shares of our Common Stock issued to David Michery, our Chief Executive Officer and other stockholders,

● 148,139,757 shares of our Common Stock issuable upon exercise of the Warrants,

● 2,454,240 shares of our Common Stock issuable upon conversion of the Note Shares,

● 5,567,319 shares of our Common Stock issuable upon conversion of our Series B Preferred Stock,

● 30,087,677 shares of our Common Stock issuable upon conversion of our Series C Preferred Stock and, up to 30,927,835 shares of Common Stock issuable pursuant to the Equity Line of Credit.

No proceeds are expected from the sale or disposition of the shares of common stock. However, proceeds may be received on the from the exercise of warrants and note shares.

Warrant Exercises

The table below reflects the number of warrant exercises and common shares granted since the warrant shares were registered under the SEC registration statement became effective on February 3, 2022.

		# of Warrants	# of Common Stock
Date	Registered Investor Name	Exercised	Requested
2/1/2022	Acuitas Capital LLC	259,033	709,217
2/1/2022	Esousa Holdings LLC	129,516	354,608
2/4/2022	JADR Consulting Limited PTY	50,000	126,558
2/4/2022	TDR Capital	50,000	126,558
2/4/2022	Friedlander, Michael	16,000	40,905
2/9/2022	Mogul, Jess	100,000	347,747
2/9/2022	Fallon, Jim	100,000	347,747
2/10/2022	TDR Capital	400,000	1,449,766
2/10/2022	JADR Consulting Limited PTY	400,000	1,449,766
2/10/2022	Acuitas Capital LLC	137,235	500,000
2/11/2022	Mogul, Jess	62,674	505,109
2/11/2022	Fallon, Jim	31,610	254,781
	Total	1,736,068	6,212,762

$30 Million Esousa Equity Line of Credit – Drawdown

On September 1, 2021, Mullen Technologies and Esousa Holdings LLC (“Esousa”) entered into a Securities Purchase Agreement (the “Equity Line of Credit”) whereby the Esousa Holdings, LLC committed to purchase up to an aggregate of up to $30,000,000, or $2.5 million per month, in Common Stock over a twelve-month period. At the effective time of the Merger, the obligations under the Equity Line of Credit were assumed by the Company.

F-35

NOTE 20 – SUBSEQUENT EVENTS – Continued

As a condition to the obligation of the investor to fund the Equity Line of Credit, the Company must file an SEC registration statement covering the sale of the Common Stock issued under the Equity Line of Credit and such registration statement must be declared effective. The Company shall not issue any Common Stock under the Equity Line of Credit if that would result in Esousa’s beneficial ownership equaling more than 9.9% of the Company’s outstanding Common Stock. The SEC Registration Statement was filed on February 1, 2022 and became effective on February 3, 2022.

On February 4, 2022, MAI received $1,125,000 from the equity line of credit. As part of the transaction, Esousa Holdings, LLC received 1,144,688 common shares. The formula is based on $2.5 million divide by the daily closing price of the MAI, which was $2.73) multiplied by 125%. MAI expects to drawdown the remaining balance of the $2.5 million in mid to late February 2022.

S-8 Registration Statement

This Registration Statement on Form S-8 (the “Registration Statement”) registers an additional 5,979,500 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Mullen Automotive Inc. (the “Company”), issuable pursuant to the Company’s 2013 Equity Incentive Plan, as amended (the “2013 Plan”).

Preferred Management Partners, Inc. – Consulting Agreement

In September 2021, Preferred Management Partners entered into a consulting agreement to provide services to MAI. The compensation arrangement is as follows:

● Consultant will receive 750,000 unrestricted publicly traded shares of the Company’s common stock registered on Form S-8 Registration statement.

For FYE 2021, the common shares were accounted for within Liability to Issue Stock since the S-8 Registration Statement had not been filed. On January 11, 2022, the Company filed with the SEC and Preferred Management Partners received their 750,000 common shares. The share issuance will now be accounted for within equity.  

Sales of Unregistered Securities

On January 18, 2022, MAI approved the issuance of an aggregate of 1,908,000 shares of its common stock to certain employees of the Company, including the executive officers listed below:

Name	Shares
David Michery	1,000,000
Kerri Sadler	300,000
Jerry Alban	300,000
Calin Popa	50,000

Such securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance of such securities have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

F-36

NOTE 20 – SUBSEQUENT EVENTS – Continued

Amendment to Convertible Preferred Security and Warrant Agreements

On February 10, 2022, MAI and Esousa Holdings, LLC agreed to amend to provisions within the Securities Purchase Agreements:

● The Holders irrevocably and forever waive their rights under section 2 (c) and 2 (d) of the Warrant, and under section 4 (c) of the Series C Convertible Preferred.

● For purposes of section 1 (b), Exercise Price, in the Warrant, the exercise price shall be modified from 0.6877 to $8.834.

● Under Section 16 (b) of the Warrant, the definition of Black Scholes Value shall be modified so that the Black Scholes Value shall be increased by $3.00 per Warrant. For example, if the calculations under Section 16 resulted in a value of $7.72, as a result of this Amendment the Black Scholes Value would be increased to $10.72.

● Under 4(c) of the Convertible Note, the Company will not be subjected to a new issuance price due to subsequent financing less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale.

F-37

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the financial statements and other financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) and with our audited financial statements and other information presented in our Annual Report on Form 10-K filed with the SEC for the year ended September 30, 2021.This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward- looking statements as a result of many factors, including but not limited to those under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC for the year ended September 30, 2021.

In connection with the Merger Agreement (as defined below), and as disclosed in our Current Report on Form 8-K filed with the SEC on November 12, 2021, our fiscal year end has changed from December 31 to September 30, effective for our fiscal year ended September 30, 2021. As a result, and unless otherwise indicated, references to our fiscal year 2021 and prior years mean the fiscal year ended on September 30 of such year.

Basis of Presentation

As a pre-revenue company with no commercial operations, our activities to date have been limited and were conducted primarily in the United States and our historical results are reported under accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and in United States ("U.S.") dollars. Upon commencement of commercial operations, we expect to expand our operations substantially into the European Union ("E.U.") and, as a result, we expect our future results to be sensitive to foreign currency transaction and translation risks and other financial risks that are not reflected in our historical financial statements. As a result, we expect that the financial results our reports for periods after we begin commercial operations will not be comparable to the financial results included in this Quarterly Report.

Components of Results of Operations

We are an early-stage company, and our historical results may not be indicative of our future results for reasons that may be difficult to anticipate. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or projected results of operations.

Revenues

We have not begun commercial operations and do not currently generate any revenue. Once we commence production and commercialization of our vehicles, we expect that the significant majority of our revenue will be initially derived from direct sales of Sport Utility Vehicles ("SUVs") and, subsequently, from flexible leases of our electric vehicles ("EVs").

Cost of Goods Sold

To date, we have not recorded cost of goods sold, as we have not recorded commercial revenue. Once we commence the commercial production and sale of our EVs, we expect cost of goods sold to include mainly vehicle components and parts, including batteries, direct labor costs, amortized tooling costs, and reserves for estimated warranty expenses.

General and Administrative Expense

General and administrative (“G&A”) expenses include all non-production expenses incurred by us in any given period. This includes expenses such as professional fees, salaries, rent, repairs and maintenance, utilities and office expense, employee benefits, depreciation and amortization, advertising and marketing, settlements and penalties, taxes, licenses, and other expenses. Advertising costs are expensed as incurred and are included in G&A expenses. We expense advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”

38

Research and Development Expense

To date, our research and development expenses have consisted primarily of external engineering services in connection with the design of our initial EV and development of the first prototype. As we ramp up for commercial operations, we anticipate that research and development expenses will increase for the foreseeable future as we expand our hiring of engineers and designers and continues to invest in new vehicle model design and development of technology.

Income Tax Expense / Benefit

Our income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance against the full value of our U.S. and state net deferred tax assets because we believe the recoverability of the tax assets is not more likely than not.

Results of Operations

Comparison of the Three Months Ended December 31, 2021 to the Three Months Ended December 31, 2020

The following table sets forth our historical operating results for the periods indicated:

	Three Months Ended
	December 31,
	2021		2020		$ Change		% Change
	(dollar amounts in thousands, except percentages)
Operating costs and expenses:
General and administrative	$	12,901,084	$	2,952,678	$	9,948,406	336.93	%
Research & development		1,157,323		518,023		639,300	123.41	%
Total operating costs and expenses		14,058,407		3,470,701		10,587,706	305.06	%
Loss from operations	$	(14,058,407)		3,470,701		(10,587,706)	305.06	%
Other income (expense):
Interest expense		22,438,945		2,406,330		16,179,070	832.50	%
Loss on debt settlement		(41,096)		—		(41,096)	100.00	%
Gain on extinguishment of indebtedness, net		74,509		880,581		(806,072)	(91.54)	%
Total other income (expense)		(22,405,532)		(1,525,749)		(20,879,783)	1368.49	%
Net loss	$	(36,463,938)	$	(4,996,450)	$	31,467,489	482.63	%

General and Administrative

General and administrative expenses increased by $9.9 million or 336.93% from $2.9 million in the three months ended December 31, 2020 to $12.9 million in the three months ended December 31, 2021, primarily due to increases in professional services, marketing, and payroll related expenses with the growth of personnel and resources.

Research and Development

Research and development expenses increased by $.63 million or 123.41% from $.51 million through the three months ended December 31, 2020 to $1.1 million through the three months ended December 31, 2021. During the quarter ended December 31, 2021, the development of the Mullen FIVE show cars was completed in November 2021, and the Engineering Team is working on battery development and initial stages of program car development.

Research and development costs are expensed as incurred. Research and development expenses primarily consist of the Mullen FIVE EV show car development and are primarily comprised of personnel-related costs for employees and consultants. These costs are expected to rise in the future with continuing development of the Mullen FIVE car program.

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Interest Expense

Interest expense increased by $20.0 million or 672.35% from $2.4 million through the three months ended December 31, 2020 to $22.4 million through the three months ended December 31, 2021, primarily due to the significant increase in the convertible debt portfolio, coupled with the conversion of these financial instruments to equity due to merger with Net Element. The conversion to preferred C stock increased the amortization expense.

Gain on extinguishment of debt

During November 2020, the U.S. Small Business Administration (“SBA”) approved the CARES Act loan forgiveness amount of $875,426 in principal and accrued interest on November 20, 2020.

Net Loss

Net loss was $36.4 million for the three months ended December 31, 2021, an increase of $31.4 million or 629.80% from $4.9 million in the three months ended December 31, 2020, mainly for the reasons discussed above.

Liquidity and Capital Resources

As of the date of this Quarterly Report, we have yet to generate any revenue from our business operations. To date, we have funded our capital expenditure and working capital requirements through equity and debt capital, as further discussed below. Our ability to successfully commence commercial operations and expand our business will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate cash flows from operations.

As of December 31, 2021, our cash and cash equivalents amounted to $0.61 million and our total debt amounted to $19.1 million. Debt has red ced significantly from September 30, 2021 due to principal paydowns, debt payoffs, and conversion of convertible debt to equity. Tax liabilities slightly increased to $4.2 million from $3.9 million, which is comprised of IRS and other tax jurisdictions related to payroll taxes and sales and use taxes.

During this quarter, the Company received $20 million from the equity purchase of Series C Preferred Stock with warrants to an unaffiliated investor immediately prior to the Effective Time of the Merger. There is approximately $45 million in equity commitments to assist the Company throughout 2022; an agreement with ESOUSA to provide us with a $30.0 million equity line of credit beginning in February 2022 and a $15 million note receivable with CEOcast, Inc. that will begin in 2022 after the registration of common shares with the SEC.

We received $7.4 million in net proceeds from the Net Element merger transaction. We also received an additional $7.62 million in convertible notes from TDR Capital and JADR Consulting Group Pty Limited.

As part of our agreement with NASDAQ, the Company must complete a qualified offering within six months after regulatory approval. In February 2022, The Company filed a S-3 Registration Statement that became effective, which are expected to result in the increase of common shares outstanding and enhance market capitalization.

We expect our capital expenditures and working capital requirements to increase substantially in the near term, as we seek to produce our initial EVs, develop our customer support and marketing infrastructure and expand our research and development efforts. We may need additional cash resources due to changed business conditions or other developments, including unanticipated delays in negotiations with OEMs and tier-one automotive suppliers or other suppliers, supply chain challenges, disruptions due to COVID-19, competitive pressures, and regulatory developments, among other developments. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have an adverse impact on our business and financial prospects. See Note 1 to the audited consolidated financial statements included elsewhere in this Quarterly Report.

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Debt

To date, our current working capital and development needs have been primarily funded through the issuance of convertible indebtedness and Common Stock. Short-term debt comprises a significant component of our funding needs. Short-term debt is generally defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of one year of more.

Short and Long-Term Debt

The short-term debt classification primarily is based upon loans due within twelve-months from the balance sheet date, in addition to loans that have matured and remain unpaid. Management plans to renegotiate matured loans with creditors for favorable terms, such as reduce interest rate, extend maturities, or both; however, there is no guarantee favorable terms will be reached. Until negotiations with creditors are resolved, these matured loans remain outstanding and will be classified within short-term debt on the balance sheet. Interest and fees on loans are being accounted for within accrued interest. The loans are secured by substantially all the Company’s assets. Several principal shareholders have provided loans to and hold convertible debt of the Company and are related parties.

The following is a summary of our debt as of December 31, 2021:

	Net Carrying Value
	Unpaid Principal								Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	3,718,585	$	3,718,585	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		14,531,554		14,531,554		—	28.00	%	2021 – 2022
Real Estate Note		274,983		36,724		238,259	5.00	%	2023
Loan Advances		618,158		618,158		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		—		—		—	NA		NA
Total Debt	$	19,143,280	$	18,905,021	$	238,259	NA		NA

The following is a summary of our debt as of September 30, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	5,838,591	$	5,838,591	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		23,831,912		23,831,912		—	28.00	%	2021 – 2022
Demand Note		500,000		500,000		—	27.00	%	2020
Convertible Unsecured Notes		15,932,500		15,932,500		—	15.00%-20.00	%	2021 - 2022
Real Estate Note		283,881		36,269		247,612	5.00	%	2023
Loan Advances		1,122,253		1,122,253		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		(8,060,555)		(8,060,555)		—	NA		NA
Total Debt	$	39,448,582	$	39,200,970	$	247,612	NA		NA

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Cash Flows

The following table provides a summary of Mullen’s cash flow data for the three months ended December 31, 2021 and 2020:

	Three Months Ended December 31,
	2021		2020
	(dollar amounts in thousands)
Net cash used (provided) in operating activities	$	(14,712,802)	$	85,312
Net cash used in investing activities		(10,462,219)		(72,585)
Net cash provided by financing activities		25,194,308		178,192

Cash Flows used in Operating Activities

Our cash flow used in operating activities to date has been primarily comprised of costs related to research and development, payroll, and other general and administrative activities. As we continue to ramp up hiring ahead of starting commercial operations, we expect our cash used in operating activities to increase significantly before we start to generate any material cash flow from our business.

Net cash used in operating activities was $14.7 million in the three months ended December 31, 2021, an increase from $.85 million net cash provided by activities in the three months ended December 31, 2020.

Cash Flows used in Investing Activities

Our cash flows used in investing activities increased due to the purchase of the Tunica, MS manufacturing plant in November 2021 by our wholly owned subsidiary, Mullen Investment Properties, LLC. We expect these costs to increase substantially in the near future as we ramp up activity ahead of commencing commercial operations and build out the manufacturing facility.

Net cash used in investing activities was $10.5 million in the three months ended December 31, 2021, an increase from $.72 million used in investing activities the three months ended December 31, 2020.

Cash Flows provided by Financing Activities

Through December 31, 2021, we have financed our operations primarily through the issuance of convertible notes and equity securities.

Net cash provided by financing activities was $25.2 million for the three months ended December 31, 2021 primarily due to issuance of notes payable, as compared to $.17 million net cash provided by financing activities for the three months ended December 31, 2020, which included (i) $7.3 million net proceeds from issuance of notes payable; (ii) $10.8 million in net proceeds from issuance of Common Stock which was partially offset by $13.0 million of payments of notes payable; and (iii) $5.2 million in proceeds to issue preferred C shares.

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Contractual Obligations and Commitments

The following tables summarizes our contractual obligations and other commitments for cash expenditures as of December 31, 2021, and the years in which these obligations are due:

Operating Lease Commitments

	Scheduled
Years Ended September 30,	Payments
2022 (9 months)	$	908,149
2023		1,157,693
2024		824,287
2025		436,155
2026		222,787
2027 and Thereafter		—
Total Future Minimum Lease Payments	$	3,549,071

We currently lease our headquarters space in the Los Angeles area under a single lease classified as an operating lease expiring in March 2026. We have not executed any binding agreement for leases beyond 2026.

Scheduled Debt Maturities

The following are scheduled debt maturities:

	Years Ended December 31,
	2022 (9 months)		2023		2024		2025		2026		2027		Thereafter		Total
Total Debt	$	18,905,021	$	238,259	$	—	$	—	$	—	$	—	$	—	$	19,143,280

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, as defined under SEC rules.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. In the preparation of these financial statements, our management is required to use judgment in making estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Management considers an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on the consolidated financial statements.

Our significant accounting policies are described in Note 3 to the condensed consolidated financial statements included elsewhere in this Quarterly Report. Because we are a pre-revenue company without commercial operations, management believes it does not currently have any critical accounting policies or estimates. Management believes that the accounting policies most likely to become critical in the near future are those described below.

Stock-Based Compensation

We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. Cost is recognized on a straight-line basis over the service period, which is generally the vesting period of the award. Our management reverses previously recognized costs for unvested options in the period that

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forfeitures occur. Mullen determines the fair value of stock options using the Black-Scholes option pricing model, which is impacted by the following assumptions:

● Expected Term—We use the simplified method when calculating the expected term due to insufficient historical exercise data.

● Expected Volatility—As our shares were not actively traded during the periods presented, the volatility is based on a benchmark of comparable companies within the automotive and energy storage industries.

● Expected Dividend Yield—The dividend rate used is zero as we have never paid any cash dividends on Common Stock and does not anticipate doing so in the foreseeable future.

● Risk-Free Interest Rate—The interest rates used are based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award.

Recent Accounting Pronouncements

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures. Management has designed disclosure controls and procedures that reasonably enable the management including the CEO and CFO to deliberate and take timely decisions regarding required disclosure.

As required by the SEC Rules 13a-15(b) and 15d-15(b), we are obligated to conduct an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Management has not been in a position to make its assessment regarding internal control over financial reporting due to the circumstances described in detail below. Accordingly, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective.

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Management’s Report on Internal Control over Financial Reporting

This Quarterly Report and our Annual Report on Form 10-K filed with the SEC for the year ended September 30, 2021 do not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm as we determined that the Company is currently similarly situated to a newly public company due to the relatively recent closing of the Merger, which was accounted for as a reverse merger transaction, in which Mullen Automotive-California is treated as the acquirer for financial accounting purposes. In making this determination, we have considered the timing and effects of the Merger, which closed on November 5, 2021, and after which, there was a complete change in the business, operations, accounting, board of directors and executive management of the Company and all of the business of the Company was that of Mullen Automotive-California. As a result, the internal controls and related material weaknesses previously reported related to the Company’s prior business and no longer exist with respect to the Company’s current business. Management was not in a position to conduct an assessment because of the impending reverse merger transaction which was at an advanced stage at year end. We plan to file our first assessment regarding internal control over financial reporting in our Annual Report on Form 10-K for the year ending September 30, 2022.

Changes in Internal Control over Financial Reporting

Other than what has been described above, there were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2021 or year ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the controls may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material developments during the fiscal quarter covered by this Report for our legal proceedings that were disclosed in our Annual Report on Form 10-K for the year ended September 30, 2021.

Item 1A. Risk Factors

In addition to the information set forth in this Report, you should read and consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2021 filed with the SEC, which could materially affect our business, financial condition, or future results of operation. The risks described in such report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may eventually prove to have a material adverse effect on our business, financial condition and/or future operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

$15M Note Receivable Transaction

As previously disclosed in the Company Form 10-K for the year ended September 30, 2021, on October 8, 2021, the Company entered into a loan transaction with CEOcast as described below.

Securities Purchase Agreement

On October 8, 2021, MAI (through MTI) and CEOcast, Inc. entered into an agreement, whereby CEOCast, Inc. irrevocably committed to purchase, and MAI irrevocably committed to sell $15 million in warrants to acquire shares of common stock. The aggregate purchase price will be paid to MTI at closing by means of a full recourse promissory note. MAI will issue warrants that are registered in the name of CEOcast, Inc.

Promissory Note

On October 8, 2021, CEOcast, Inc. committed to pay to MAI (through MTI) in the principal amount of $15 million. The note receivable bears no interest, and the payment of principal will be made in 6 equal monthly installments beginning on the first business day of the calendar month after warrants.

Pre-Funded Common Stock Warrants (Penny Warrants)

On October 8, 2021, CEOcast, Inc. is entitled to receive warrants (this “Warrant”) issued by the Company in connection with the note receivable transaction contemplated within the Securities Purchase Agreement. The warrant structure is pre-funded, meaning that it allows MTI to receive the exercise price of a not pre-funded warrant, except for the nominal exercise price, at the time of warrant issuance rather than the time of exercise. The aggregate exercise price of the warrant

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is $0.001 per warrant share. The number of common shares is calculated by multiplying 125% by $2,500,000 and then dividing by the closing sale price for the trading day immediately after the sale price for the trading day immediately after the last closing trade price for MAI securities reported on the principal securities exchange or trading market is listed or trading. The initial closing date is based on the close of the reverse merger transaction with Net Element, which occurred on November 5, 2021. We are obligated to file a registration statement with the SEC covering the sale of the Registrable securities by MAI, which would be declared effective before commencement of the purchases of common stock.

$1.0 Million Loan Letter of Intent

On January 14, 2022, MAI executed a Letter of Intent (“LOI”) with Mark Betor, MAI Director, for a $1,000,000 loan. The loan terms are as follows:

● $250,000 loan advance upon the execution of LOI

● $750,000 remaining balance is paid to Mullen Automotive upon execution of transaction documents

The loan will be evidenced by a Promissory Note with a maturity date for full repayment of loan no later than 90 days from January 11, 2022. Total agreed repayment amount is $1,150,000. Collateral is a first lien position 1 Greentech Drive, Tunica, MS. MAI Board of Directors approved transaction on January 18, 2022. Mr. Betor abstained from voting.

The information set forth above is included herewith for the purpose of providing the disclosure required under “Item 1.01 — Entry into a Material Definitive Agreement” and “Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” and “Item 3.02 - Unregistered Sales of Equity Securities” of Form 8-K.

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Item 6. Exhibits

Exhibit	Description
10.1	Letter Agreement, dated as of November 3, 2021 between the Company and ESOUSA Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 4, 2021).
10.2#	Employment Agreement dated October 25, 2021 between the Company and Kerri Sadler (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.3	Form of Voting and Support Agreement dated as of October 26, 2021 regarding approval of an amendment to certificate of incorporation to reflect a three-year sunset provision pertaining to the voting rights associated with the Series A Preferred Stock (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.4	Consultant Agreement dated October 26, 2021 between the Company and Mary Winter (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.4(a)	Form of Securities Purchase Agreement dated November 4, 2021 (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.4(b)	Form of Convertible Note dated November 4, 2021 (incorporated by reference to Exhibit 10.27(a) to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.4(c)	Form of Warrant dated November 4, 2021 (incorporated by reference to Exhibit 10.27(b) to the Company’s Annual Report on Form 10-K, filed with the SEC on December 29, 2021).
10.5*	Promissory Note dated October 8, 2021 in the principal amount of $15.0 million payable to CEOcast, Inc.
10.5(a)*	Securities Purchase Agreement dated October 8, 2021 between the Company and CEOcast, Inc.
10.5(b)*	Pre-Funded Common Stock Purchase Warrant dated October 8, 2021 issued to CEOcast, Inc.
10.6*	Amendment to Convertible Preferred Security and Warrant dated February 10, 2022 between the Company and Esousa Holdings, llc
31.1*	Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document and include in Exhibit 101)

# Indicates management contract or compensatory plan or arrangement.

* Filed herewith (furnished herewith with respect to Exhibit 32.1).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mullen Automotive Inc.
February 14, 2022	By:	/s/ David Michery
		David Michery
		Chief Executive Officer, President and Chairman of the Board
		(Principal Executive Officer)
		/s/ Kerri Sadler
		Kerri Sadler
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-10.5

Exhibit 10.5

PROMISSORY NOTE

	October 8, 2021
$15,000,000

FOR VALUE RECEIVED, CEOcast, Inc., a New York corporation (the “Payor”), promises to pay to the order of Mullen Technologies, Inc., a California corporation (the “Holder”), the principal amount of Fifteen Million Dollars ($15,000,000) as set forth hereinafter. This Promissory Note (this “Note”) is issued that certain Warrant Purchase Agreement dated October 8, 2021 (the “Purchase Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Purchase Agreement.

1.No Interest/Maturity.

(a)                    This Note shall bear not bear interest.

(b)                    Payments of principal shall be made in 6 equal monthly installments beginning on the first business day of the calendar month after the date hereof and continuing on the corresponding day of the month of each successive one (1) month period until the Note is repaid pursuant to the terms hereof.

(c)                    Any monthly payment set forth in Section 1(b) shall be delayed and not be payable until the first business day of the next succeeding month if at such required payment date the Warrant Shares are not then subject to an effective registration statement filed with the Securities and Exchange Commission. With respect to any monthly payment which is delayed more than six months from the date hereof further to the terms of this Section 1(c), such monthly payment shall be payable on the first business day of such month if the Parent is then current in its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided however, that any such monthly payment shall be delayed and not be payable until the first business day of the next succeeding month if at such required payment date the Parent is not then current in its reporting obligations under the Exchange Act and that any such required monthly payment may not be delayed to a date more than that date which 12 months after the date hereof with any succeeding monthly payments to be made on the first business day of each calendar month thereafter.

2.Payments.

(a)All payments pursuant to this Note shall be made to the Holder, at the Holder’s address as set forth on the signature page hereto or to such other address as the Holder may designate in writing from time to time to the Company, in lawful money of the United States of America. Whenever any payment to be made shall otherwise be due on a day, which is not a business day, such payment shall be made on the immediately succeeding business day.

(b)Upon payment in full of the Principal Balance, this Note shall be surrendered to the Holder for cancellation.

3.Prepayment. The Payor may prepay any portion of the Principal Balance at any time without premium or penalty.

4.Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: (a) the failure of the Payor to pay any amount due hereunder on its scheduled payment date which is not paid within three (3) business days of such payment date; (b) the filing by or against the Payor of a petition under any chapter of the bankruptcy laws of the United States or of any state (which, in the case of an involuntary proceeding, is not discharged within sixty (60) days after filing); (c) the making

by the Payor of any assignment for the benefit of its creditors; or (d) the liquidation or dissolution of the Company.

Subject to 4(a) or 4(b), if any Event of Default shall occur and be continuing, the entire Principal Balance shall be immediately due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Payor; and (y) whether or not the actions referred to in clause (x) have been taken, exercise any or all rights and remedies available to the Holder under this Note and applicable law.

5.Presentment; Demand; Fees. The Payor hereby waives presentment, demand, protest, diligence, notice of dishonor and of nonpayment. If Holder commences any action to enforce this Note, the Payor shall pay all costs of collection, including reasonable attorneys’ fees.

6.Transfer of this Note. Neither this Note, nor any of the rights contained herein, may be transferred without the Holder’s prior written consent, which consent may be withheld in its sole discretion. Any proposed transfer of this Note without the written consent of the Holder shall be null and void.

7.Miscellaneous.

(a)Waiver and Amendment. Any provision of this Note may be amended, waived or modified only by an instrument or writing signed by the Holder and the Payor. Any amendment or waiver affected in accordance with this Section 7(a) shall be binding upon the Payor, the Holder and each permitted transferee of this Note.

(b)Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.

(This space intentionally left blank)

The undersigned have executed this Promissory Note as of the date set forth above.

“Payor”
CEOCAST, INC.
By:
Name:	Michael Wachs
Title:	Chief Executive Officer
“Holder”
MULLEN TECHNOLOGIES, INC.
By:
Name:	David Michery
Title:	Chief Executive Officer

EX-10.5(A)

Exhibit 10.5(a)

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 8, 2021 (the “Execution Date”), between Mullen Technologies, Inc., a California corporation (the “Company”), and CEOcast, Inc., a New York corporation (“Buyer”).

RECITALS

A.The Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B.Buyer wishes to irrevocably commit to purchase, and the Company wishes to irrevocably sell, upon the terms and conditions stated in this Agreement, $15.0 million in warrants, in the form attached hereto as Exhibit A (the “Warrants”), to acquire shares of Common Stock as set forth therein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Buyer hereby agree as follows:

1. PURCHASE AND SALE OF THE WARRANTS.

(a)Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to Buyer, and Buyer irrevocably commits to purchase from the Company on the Closing Date (as defined below), the Warrants.

(b)Closing. The date and time of the closing (the “Closing”) of the purchase of the Convertible Note and the Warrants by Buyer as contemplated by this Agreement shall be 12:00 p.m., New York City time, on October 8, 2021 (the “Closing Date”).

(c)Purchase Price. The aggregate purchase price for the Warrants to be purchased by Buyer (the “Purchase Price”) shall be $15.0 million and shall be paid to the Company at the Closing by means of a full recourse promissory note in the form attached hereto as Exhibit B.

(d)Payment of Purchase Price; Delivery of Securities. On the Closing Date, (i) Buyer

shall pay the Purchase Price to the Company by delivery of the Note and (ii) the Company shall issue to Buyer the Warrants, in all cases, duly executed on behalf of the Company and registered in the name of Buyer or its designee.

(e)Beneficial Ownership Limitation. The Company shall not issue and Buyer shall not accept any Common Stock under the Transaction Documents, and Buyer shall not otherwise purchase Common Stock or securities exercisable or exchangeable for or convertible into Common Stock from any party, in the public market or otherwise, if such shares proposed to be sold or otherwise issued, or the Common Stock proposed to be purchased or issuable upon exercise, exchange or conversion of the securities proposed to be purchased (after giving effect to any limitation on exercise, exchange or conversion therein), when aggregated with all other shares of Common Stock then owned beneficially (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by Buyer and its affiliates, constitute more than the Maximum Percentage of the then issued and outstanding shares of Common Stock. The number of shares of Common Stock constituting the Maximum Percentage determination shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. For the avoidance of doubt, any such shares of Common Stock that are determined at any time to cause Buyer’s beneficial ownership of Common Stock to exceed the Maximum Percentage upon issuance shall be issued to Buyer at such later time to the extent such issuance would not cause Buyer’s beneficial ownership of Common Stock to exceed the Maximum Percentage.

(f)Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any Securities to the Buyer made under this Agreement or the other Transaction Documents (as defined below).

2. BUYER’S REPRESENTATIONS AND WARRANTIES.

Buyer represents and warrants to the Company, on behalf of itself, that:

(a)Organization; Authority. Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b)No Public Sale or Distribution. Buyer (i) is acquiring, or will acquire, the Warrants and (ii) upon exercise of its Warrants and further to the Swap Agreement, will acquire the Warrant Shares issuable upon exercise thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws.

(c)Accredited Investor Status. Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

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(d)Reliance on Exemptions. Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments

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and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Securities.

(e)No Governmental Review. Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)Transfer or Resale. Buyer understands that: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel to Buyer, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person (as defined below) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) except as provided in Section 5(h) hereof, neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g)Validity; Enforcement. The execution and delivery of the Transaction Documents and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of Buyer and no further consent or authorization of Buyer or its members is required. Each Transaction Document has been duly executed by Buyer and when delivered in accordance with terms hereof and thereof, constitutes the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(h)No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Buyer, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations hereunder.

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(i)Experience of Buyer. Buyer has such knowledge, sophistication and experience in business and financial matter so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(j)Foreign Corrupt Practices. Neither Buyer, nor any of its subsidiaries or affiliates, nor to the knowledge of Buyer, any of its directors, officers, agents, employees, members or other Persons acting on behalf of Buyer or any its subsidiaries or affiliates has, in the course of its actions for, or on behalf of, Buyer or any of its subsidiaries or affiliates (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any foreign or domestic government official or employee.

(k)General Solicitation. Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or advertisement.

(l)Patriot Act Representations.

(i)Buyer represents that all evidence of identity provided is genuine and all related information furnished is accurate.

(ii)Buyer hereby acknowledges that the Company seeks to comply with all applicable anti-money laundering laws and regulations. In furtherance of such efforts, Buyer hereby represents and agrees that: (1) no part of the funds used by Buyer to acquire the Securities have been, or shall be, directly or indirectly derived from, or related to, any activity that may contravene federal, state, or international laws and regulations, including anti-money laundering laws and regulations; and (ii) no payment to the Company by Buyer shall cause the Company to be in violation of any applicable anti-money laundering laws and regulations including without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Executive Order 13224 (2001) (the “Patriot Act”) issued by the President of the United States and the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”) regulations.

(iii)Buyer represents and warrants that the amounts to be paid by Buyer to the Company will not be directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Buyer represents and warrants that, to the best of its knowledge, none of: (a) Buyer; (b) any person controlling or controlled by Buyer; or (c) any person having a beneficial interest in Buyer is (i) a country, territory, individual or entity named on a list maintained by OFAC, (ii) a person prohibited under the OFAC Programs, (iii) a senior

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foreign political figure,¹ or any immediate family member² or close associate³ of a senior foreign political figure as such terms are defined in the footnotes below or (iv) a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. §5311 et seq.), as amended (the “Bank Secrecy Act”) and the regulations promulgated thereunder by the U.S. Department of the Treasury.

(iv)Buyer further represents and warrants that Buyer: (i) has conducted thorough due diligence with respect to all of its beneficial owners, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence.

(v)Neither Buyer nor any person directly or indirectly controlling, controlled by or under common control with Buyer is a person identified as a terrorist organization on any relevant lists maintained by governmental authorities.

(vi)Buyer agrees to provide the Company all information that may be reasonably requested to comply with applicable laws and regulations of any applicable jurisdiction, or to respond to requests for information concerning the identity of Buyer from any governmental authority, self-regulatory organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information. Buyer agrees to notify the Company promptly if there is any change with respect to the representations and warranties provided herein. Buyer consents to the disclosure to regulators and law enforcement authorities by the Company and its affiliates and agents of any information about Buyer or its constituents as the Company reasonably deems necessary or appropriate to comply with applicable anti-money laundering, anti- terrorist and asset control laws, regulations, rules and orders.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to the Buyer the matters set forth in this Section 3, as may be qualified by the corresponding section of the Company Disclosure Schedule. These representations and warranties, and the information set forth in the Company Disclosure Schedule, are current only as of the date hereof, except to the extent that a representation, warranty or section of the Company Disclosure Schedule expressly states that such representation or warranty, or information in such section of the Company Disclosure Schedule, is current only as of an earlier

¹A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.

²“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws.

³A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.

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date. If any information is so reflected as of an earlier date, there have been no material changes since such date to the date hereof.

(a)Organization and Qualification. Each of the Company and each of its subsidiaries are entities duly organized and validly existing and, except as provided on Section 3(a) of the Disclosure Schedule, in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company and each of its subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. Except as provided on Section 3(a) of the Disclosure Schedule, the Company has no material subsidiaries.

(b)Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Warrants and the reservation for issuance of the Warrant Shares issuable upon exercise of the Warrants, as adjusted further to the Swap Agreement) have been (i) duly authorized by the Company’s board of directors and (ii) no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body of the Company (other than the filing of one or more Piggyback Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies). This Agreement has been, and the other Transaction Documents will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law.

(c)Issuance of Securities. The issuance of the shares of Common Stock pursuant to this Agreement is duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws). The issuance of the Warrants pursuant to the Transaction Documents is duly authorized, and upon the due execution, issuance and delivery thereof against payment in full therefor in accordance with the terms of this Agreement, Warrants will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms. The issuance of the Warrant Shares is duly authorized, and upon issuance in accordance with the Warrants and as adjusted further to the Swap Agreement, the Warrant Shares will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes, Liens, charges and other encumbrances with respect to the issue thereof (other than pursuant to the securities laws), with the holders being entitled to all rights accorded to a holder of shares of Common Stock. As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than 200% of the maximum number of Warrant Shares initially issuable upon exercise of the Warrants (without taking into account any additional shares that may become issuable by the Company pursuant to the Swap Agreement or any

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limitations on the exercise of the Warrants set forth therein). Subject to the accuracy of the representations and warranties of the Buyer in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. Upon issuance in accordance with the terms of this Agreement, Buyer will have good and marketable title to the Securities.

(d)No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Warrants and the Warrant Shares and the reservation for issuance of the Warrant Shares) will not (i) result in a violation of the certificate of incorporation of the Company (including, without limitation, any certificate of designation contained therein) or other organizational documents of the Company or any of its subsidiaries, any capital stock of the Company or any of its subsidiaries or bylaws or operating agreements of the Company or any of its subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations and the rules and regulations by which the Common Stock or any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.

(e)Consents. Neither the Company nor any subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with any court, governmental agency or any regulatory or self-regulatory agency or any other Person (other than the filing of one or more Piggyback Registration Statements and a Form D with the SEC and any other filings as may be required by any state securities agencies), in order for it to execute, deliver or perform any of its respective obligations under, or contemplated by, the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain at or prior to the Closing have been obtained or effected on or prior to the Closing Date, and the Company is not aware of any facts or circumstances which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.

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(f)Acknowledgment Regarding Buyer’s Purchase of Securities. Buyer is not (i) an officer or director of the Company, (ii) an affiliate (as defined in Rule 405 of the 1933 Act) of the Company (an “Affiliate”) or (iii) to the Company’s knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of more than 10% of the shares of Common Stock. The Company’s decision to enter into the Transaction Documents has been based on its and its representative’s independent evaluation of the transactions contemplated hereby and the Company has neither been induced by, nor has it relied upon, any representation, warranty, covenant or statement (written or oral), whether express or implied, made by Buyer except those that are expressly set forth in this Agreement.

(g)No General Solicitation; Placement Agent’s Fees. None of the Company, any of its Affiliates, or any Person acting on the behalf of the Company or any of its Affiliates, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any of its placement agent’s fees, financial advisory fees, or brokers’ commissions, relating to or arising out of the transactions contemplated hereby.

(h)No Integrated Offering. None of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf of the Company or any of its Affiliates has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, any of its Affiliates, or, to the knowledge of the Company, any Person acting on the behalf of the Company or any of its Affiliates will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(i)Dilutive Effect. The Company understands and acknowledges that the number of Warrant Shares varies in certain circumstances. The Company further acknowledges that, except to the extent an issuance would exceed the beneficial ownership limitation in Section 1(e) of this Agreement, its obligation to issue the Warrant Shares upon exercise of the Warrants in accordance therewith and with this Agreement is absolute and unconditional, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the  Company.

(j)Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), shareholder rights plan or other similar anti- takeover provision under the certificate of incorporation, bylaws or other organizational documents of the Company or any of its Affiliates or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to Buyer as a result of the transactions

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contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and Buyer’s ownership of the Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common Stock or a change in control of the Company or any of its Affiliates.

(k)Absence of Certain Changes. Except as provided on Section 3(k) of the Disclosure Schedule, since January 1, 2021, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), or condition (financial or otherwise) of the Company and its subsidiaries. Except as provided on Section 3(k) of the Disclosure Schedule, since January 1, 2021, neither the Company nor any of its subsidiaries has (i) declared or paid any dividends, (ii) sold any material assets outside of the ordinary course of business or (iii) made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up. Neither the Company nor any of its subsidiaries has any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company is not, and after giving effect to the transactions contemplated hereby to occur at the Closing will not be, Insolvent (as defined below). The Company has not engaged in any business or in any transaction, and is not about to engage in any business or in any transaction, for which the Company’s remaining assets constitute unreasonably small capital.

(l)No Undisclosed Events, Liabilities, Developments or Circumstances. Except as provided on Section 3(l) of the Disclosure Schedule, since January 1, 2021, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to occur or exist with respect to the Company or any of its subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise) that would have a Material Adverse Effect on the Company.

(m)Conduct of Business; Regulatory Permits. Neither the Company nor any of its subsidiaries is in violation of any term of or in default under its organizational documents including its certificate of incorporation, bylaws, certificate of formation, any other organizational charter, any certificate of designation, preferences or rights of any outstanding series of preferred stock of the Company or any of its subsidiaries, respectively. Neither the Company nor any of its subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its subsidiaries, and the Company will not conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect. The Company and each of its subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

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(n)Foreign Corrupt Practices. Neither the Company nor any of its subsidiaries nor to the knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries (as applicable) has, in the course of its actions for, or on behalf of, the Company or any of its subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(o)Transactions With Affiliates. Except as provided on Section 3(o) of the Disclosure Schedule, none of the officers, directors, employees or Affiliates of the Company is presently a party to any transaction with the Company (other than for ordinary course services as employees, officers or directors and immaterial transactions), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director, employee or Affiliate or, to the knowledge of the Company, any corporation, partnership, trust or other Person in which any such officer, director, employee or Affiliate has a substantial interest or is an employee, officer, director, trustee or partner.

(p)Equity Capitalization. As of the date hereof, the authorized capital stock of the Company consists solely of (i) 600,000,000 shares of Common Stock, of which 64,996,501 are issued and outstanding and 226,878,906 are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Convertible Notes and Warrants) (150,025,000 are reserved for issuance upon conversion of Series A Preferred Stock and 73,800,250 are reserved for issuance upon conversion of Series B Preferred Stock), and (ii) 73,800,250 shares of preferred stock, of which, 1,500,250 are designated as Series A Preferred Stock and 72,300,000 are designated as Series B Preferred Stock, of which 1,500,250 and 71,516,534 are issued and outstanding, respectively. No shares of Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as provided on Section 3(p) of the Disclosure Schedule, (i) to the Company’s knowledge, no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws); (ii) the Company’s capital stock and the capital stock of its subsidiaries are not subject to preemptive rights or any other similar rights or any Liens; (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional capital stock or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its subsidiaries, respectively (other than as may be issued from time to time under any equity incentive plan

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maintained); (iv) there are no outstanding debt securities, convertible notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its subsidiaries or by which the Company or any of its subsidiaries is or may become bound; (v) there are no financing statements securing obligations in any amounts filed in connection with the Company or any of its subsidiaries; (vi) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except as provided in Section 5(h) hereof); (vii) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries; (viii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (ix) neither the Company nor any of its subsidiaries has stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. The Company has provided to Buyer a true, correct and complete copy of the Company’s charter as in effect on the date hereof, and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof.

(q)Indebtedness and Other Contracts. Except as provided on Section 3(q) of the Disclosure Schedule, each of the Company and its subsidiaries (i) does not have any material outstanding Indebtedness, Indebtedness secured by any Lien on any assets of the Company or any of its Subsidiaries or other material debt obligations, (ii) is not a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) is not in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, and (iv) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. The Company has no current intention or expectation to file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction

(r)Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its subsidiaries, the shares of Common Stock or any of the Company’s or its subsidiaries’ executive officers or directors which would be reasonably likely to adversely affect the transactions contemplated by this Agreement. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its subsidiaries or any current or former director or officer of the Company or any of its subsidiaries.

(s)Insurance. The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. The Company has no reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain

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similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(t)Employee Relations. Neither the Company nor any of its subsidiaries is a party to any collective bargaining agreement nor does it employ any member of a union. No executive officer or other key employee of the Company or any of its subsidiaries has notified the Company or any such subsidiary that such officer intends to leave the Company or any such subsidiary or otherwise terminate such officer’s employment with the Company or any such subsidiary. To the knowledge of the Company, no executive officer or other key employee of the Company or any of its subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its subsidiaries to any liability with respect to any of the foregoing matters. The Company and its subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(u)Title. The Company and its subsidiaries have good and marketable title to (i) all real property owned by it and (ii) all personal property, owned by them which is material to the business of the Company and its subsidiaries, in each case, free and clear of all Liens, encumbrances and defects except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its subsidiaries. Any real property and facilities held under lease by the Company and any of its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its subsidiaries.

(v)Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now conducted and as presently proposed to be conducted. None of the Company’s or its subsidiaries’ Intellectual Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement, which could reasonably be expected to result in a Material Adverse Effect. The Company has no knowledge of any material infringement by the Company or any of its subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its subsidiaries, being threatened, against the Company or any of its subsidiaries regarding their Intellectual Property Rights and which would reasonably be expected to have a Material Adverse Effect. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and each of its subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual

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Property Rights, except where failure to take such measures would not, either individually or in the aggregate, reasonably be expected to materially affect the value of their respective Intellectual Property Rights.

(w)Environmental Laws. The Company and its subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(x)Subsidiary Rights. The Company or one of its subsidiaries has unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its subsidiaries as owned by the Company or such subsidiary.

(y)Tax Status. Except as set forth on Section 3(y) of the Disclosure Schedule, each of the Company and its subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply, except in each case where the failure to file, pay or set aside could not be reasonably expected to have a Material Adverse Effect. Except as set forth on Section 3(y) of the Disclosure Schedule, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and it subsidiaries know of no basis for any such claim. The Company is not operated in such a manner as to qualify as a passive foreign investment company, as defined in Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

(z)Investment Company Status. The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(aa)  No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

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(bb)  Transfer Taxes. On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(cc)  Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(dd)  Fixtures and Equipment. Each of the Company and its subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Encumbrances except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

(ee)  Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its executive officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its subsidiaries or any other business entity or enterprise with which the Company or any of its subsidiaries is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its subsidiaries.

(ff)  Money Laundering. The Company and its subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(gg)  Registration Rights. Except as provided in Section 5(h) hereof, no holder of securities of the Company has rights to the registration of any securities of the Company because of the issuance of the Securities hereunder that could expose the Company to material liability or Buyer to any liability or that could impair the Company’s ability to consummate the issuance and

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sale of the Securities in the manner, and at the times, contemplated hereby, which rights have not been waived by the holder thereof as of the date hereof.

(hh)  Disclosure. Each representation and warranty of the Company made herein is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company confirms that neither it nor any other Person acting on its behalf has provided Buyer or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non- public information concerning the Company or any of its subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that Buyer will rely on the foregoing representations in effecting transactions in securities of the Company. The Company acknowledges and agrees that Buyer makes no and has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

4. COVENANTS.

(a)Form D and Blue Sky. The Company shall file a Form D with respect to the Securities as required under Regulation D and provide a copy thereof to Buyer promptly after filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to Buyer at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide confirmation of any such action, if applicable, so taken to Buyer on or prior to such Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal, foreign, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to Buyer.

(b)Use of Proceeds. The Company shall use the proceeds from the sale of the Securities solely to fund the Company’s electric vehicle business.

(c)Fees. The Company shall be responsible for the payment of any transfer agent fees, DTC fees or broker’s commissions, relating to or arising out of the issuance and sale of the Securities by the Company as contemplated hereby. The Company shall pay, and hold Buyer

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harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to Buyer.

(d)Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and Buyer effecting a pledge of Securities shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. At Buyer’s expense, the Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by Buyer provided that the Company shall be under no obligation to deliver any legal opinion required in connection therewith unless required by the Company’s transfer agent to be issued by the Company’s legal counsel.

(e)Disclosure of Transactions and Other Material Information. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide Buyer with any material, non-public information regarding the Company from and after the Execution Date without the express prior written consent of Buyer. Subject to the foregoing, neither the Company nor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of Buyer, to make any press release or other public disclosure with respect to such transactions as is required by applicable law and regulations (provided that Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any filing (other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that, from and after the Execution Date, and except as set forth in Section 4(o), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

(f)Registration Statements. The Company shall file with the United States Securities and Exchange Commission (the “SEC”) within fifteen  (15) calendar days from the Closing Date a new registration statement (the “Registration Statement”) covering the sale of the shares of Common Stock issuable upon the exercise of the Warrants and the Additional Warrants (such securities to be registered the “Registrable Securities”) by the Holder, and if the Registration Statement is not declared effective within sixty (60) calendar days from the Closing Date, the Company shall incur penalties of 1.5% of the aggregate Exchange Price of the Warrant Shares per month for each month, or partial month, that the SEC fails to declare such Registration Statement effective, until the 12-month anniversary of the date of issuance of the Warrant Shares, provided that on such date the shares of Common Stock underlying the exercise of the Warrant Shares are eligible for sale, without restriction, under Rule 144. Penalties incurred under this Section 5(e) shall be payable by the Company to the Holder in cash.

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(g)Additional Registration Statements. Whenever the Company (or a Successor Entity (as defined in the Warrants)) proposes to register the offer and sale of any shares of its common stock under the 1933 Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (ii) in connection with any dividend or distribution reinvestment or similar plan), which includes the registration of shares of Common Stock for the account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration Statement”) to be

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used may be used for any registration of Registrable Securities, the Company shall include in such registration all Registrable Securities unless the Company has received a written request for exclusion from the Buyer. The Company shall give prompt written notice (in any event no later than ten (10) Trading Days prior to the filing of such Piggyback Registration Statement) to the Buyer of its intention to effect such a registration. The Company shall notify the Buyer, promptly after the Company receives notice thereof, of the time when such Piggyback Registration Statement has been declared effective or a supplement to any prospectus forming a part of such Piggyback Registration Statement has been filed with the SEC. The Company shall further notify Buyer, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event that would cause the prospectus included in such Piggyback Registration Statement to contain an untrue statement of a material fact or omit any fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts such that upon effectiveness of any such Piggyback Registration Statement, the Registrable Securities registered thereunder shall be listed on each securities exchange on which the Common Stock is then listed. The Company shall otherwise use its reasonable efforts to take all other steps necessary to effect the registration and sale of the Registrable Securities included on such Piggyback Registration Statement as contemplated hereby.

(g)Reservation of Shares. As long as any of the Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized and reserved for the purpose of issuance, no less than 200% of the shares of Common Stock issuable upon exercise of the Warrants (assuming the Warrants are exercisable in full and without regard to any limitations on the exercise of the Warrants set forth therein).

(h)Conduct of Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

(i)Passive Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended.

(j)Corporate Existence. So long as Buyer owns any Warrants, the Company shall not be party to any Fundamental Transaction (as defined in the Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants.

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(k)Due Diligence. In connection with any reasonable request by Buyer made in connection with the filing of a Registration Statement or a Piggyback Registration Statement, or any amendment or supplement thereto, Buyer shall have the right, from time to time as Buyer may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and its officers and employees shall provide information (“Confidential Information”) and reasonably cooperate with Buyer in connection with Buyer’s due diligence; provided, however, that at no time is the Company required or permitted to disclose material nonpublic information to Buyer or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client privilege. Except as may be required by law, court order or governmental authority, each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. In the event a party is required by law, court order or governmental authority to disclose the Confidential Information of the other party, such party shall give the other party written notice of the information to be disclosed as far in advance of its disclosure as practicable and use its commercially reasonable efforts, and shall reasonably cooperate with the other party’s efforts, to obtain assurances that confidential treatment will be accorded such information. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a)Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Warrants in which the Company shall record the name and address of the Person in whose name the Warrants have been issued (including the name and address of each transferee) reflecting the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection by Buyer or its legal representatives.

(b)Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent in a form acceptable to Buyer to issue certificates or credit shares to the applicable balance accounts at The Depository Trust Company (“DTC”), registered in the name of Buyer or its respective nominee(s), for the Warrant Shares in such amounts as specified from time to time by Buyer to the Company, and confirmed by the Company, upon exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction other than such irrevocable transfer agent instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(f) hereof, will be given by the Company to its transfer agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance accounts

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at DTC in such name and in such denominations as specified by Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Warrant Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144 or another exemption from registration, the transfer agent shall issue such shares to Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d) below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to in the irrevocable transfer agent instructions to the Company’s transfer agent on the Closing Date. Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Securities shall be borne    by the Company.

(c)Legends. Buyer understands that the Securities have been issued (or will be issued in the case of the Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

[NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

(B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE

144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d)Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any other legend (i) while a registration statement (including a Registration Statement or a Piggyback Registration Statement) covering the resale of such Securities is effective under the 1933 Act (provided that Buyer provides the Company with any certificates

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from Buyer or its broker reasonably required by the Company’s transfer agent), (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company) or a registration statement, (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 without current public information being available and without volume and manner of sale limitations (provided that Buyer provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144, which shall not include an opinion of counsel, but which may include any certificates from Buyer or its broker reasonably required by the Company’s transfer agent), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that Buyer provides the Company with an opinion of counsel to Buyer from reputable counsel to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than five (5) Trading Days following either (x) the delivery by Buyer to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), or (y) the delivery by Buyer to the Company of a notice of exercise or conversion, in each case, together with any other deliveries from Buyer as may be required above in this Section 5(d), as directed by Buyer, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Securities are Warrant Shares, credit the aggregate number of shares of Common Stock to which Buyer shall be entitled to Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of Buyer or its designee (the date by which such credit is so required to be made to the balance account of Buyer’s or Buyer’s nominee with DTC or such certificate is required to be delivered to Buyer pursuant to the foregoing is referred to herein as the “Required Delivery Date”).

(e)Manner of Sale. Buyer agrees with the Company that Buyer will sell any Securities pursuant to either the registration requirements of the 1933 Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 5 is predicated upon the Company’s reliance upon this understanding.

6. CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

(a)The obligation of the Company hereunder to issue and sell the Warrants to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Buyer with prior written notice thereof:

(i)Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii)The representations and warranties of Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally

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made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer at or prior to the Closing Date.

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7. CONDITIONS TO BUYER’S OBLIGATION TO PURCHASE.

(a)The obligation of Buyer hereunder to purchase the Warrants at the Closing is subject to the satisfaction, at or before the applicable Closing Date and in respect of the Closing Date, of each of the following conditions, provided that these conditions are for Buyer’s sole benefit and may be waived by Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer the Warrants so purchased at the Closing and the Company shall have complied in all respects with all obligations under this Agreement and the other Transaction Documents, including, without limitation, the Warrants.

(ii)Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to

(i)the foregoing effect, (ii) verifying the accuracy of Section 7(a)(v) herein, (iii) and as to such other matters as may be reasonably requested by Buyer in the form reasonably acceptable to Buyer.

(iii)The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities.

(iv)No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents, and no actions, suits or proceedings shall be in progress or pending by any Person that seeks to enjoin, prohibit or otherwise adversely affect any of the transactions contemplated by the Transaction Documents.

(v)Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect and the Company has not filed for nor is it subject to any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against the Company.

(vi)The Company shall have entered into a definitive agreement to merge with Net Element, Inc., a Delaware corporation, and issued a public announcement regarding

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the merger, and such definitive agreement shall not have expired, terminated or been abandoned.

(vii)The Company shall have delivered to Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement reasonably required to consummate the transactions contemplated hereby.

8. TERMINATION.

In the event that the Closing shall not have occurred within ten (10) days after the date hereof, then Buyer shall have the right to terminate its obligations under this Agreement at any time on or after the close of business on such date without liability of Buyer to any other party; provided, however, the right to terminate this Agreement under this Section 8 shall not be available to Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of Buyer’s breach of this Agreement. Notwithstanding anything to the contrary above, nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

9. CERTAIN DEFINITIONS

(a)1934 Act. The “1934 Act” means the Securities Exchange Act of 1934, as amended.

(b)Business Day. “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

(c)Closing Sale Price. “Closing Sale Price” shall mean for any security as of any date, the last closing trade price for such security on the principal securities exchange or trading market where such security is listed or traded, as reported by Bloomberg, L.P. (“Bloomberg”), or if the foregoing do not apply, the average of the bid prices of all of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

(d)Common Stock. “Common Stock” means the common stock, par value $0.001 per share, of the Company and any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization,

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merger, consolidation, other corporate reorganization or other similar event with respect to the Common Stock).

(e)Contingent Obligation. “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(f)Convertible Securities. “Convertible Securities” means any capital stock or other security of the Company that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock).

(g)Environmental Laws. “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(h)Indebtedness. “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the purchase price of property or assets, including indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), other than trade payables entered into in the ordinary course of business, (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, (E) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (F) all indebtedness referred to in clauses (A) through (E) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any material property or assets (including accounts and contract rights) owned by such Person, even though the Person has not assumed or become liable for the payment of such indebtedness, and (G) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (F) above.

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(i)Insolvent. “Insolvent” means the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined below).

(j)Lien. “Lien” means any lien, mortgage, pledge, encumbrance, charge, security interest, adverse claim, liability, interest, charge, preference, priority, proxy, transfer restriction (other than restrictions under the 1933 Act and state securities laws), encroachment, tax, order, community property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant or zoning restriction.

(k)Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or

(i)the authority or ability of the Company or any of its subsidiaries to perform any of its respective obligations under any of the Transaction Documents (as defined below).

(l)Maximum Percentage. “Maximum Percentage” means 9.9%.

(m)Note. “Note” means that $15.0 million principal amount full recourse promissory note attached hereto as Exhibit B.

(n)Person. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(o)Registrable Securities. “Registrable Securities” means (i) the Warrant Shares and (ii) any capital stock of the Company issued or issuable with respect to such the Warrant Shares or the Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the Common Stock is converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Warrants) into which the Common Stock is converted or exchanged, in each case, without regard to any limitations on exercise or exchange of the Warrants. As to any Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company, and subsequent public distribution of them shall not require registration under the 1933 Act; or (c) such securities are freely saleable under Rule 144 under the 1933 Act without the requirement for current public information and without volume or manner of sale limitations.

(p)Restricted Period. “Restricted Period” means the period commencing on the Execution Date and ending on the earlier of (i) the date immediately following the 90th day after  the Registration Statement registering for resale the Registrable Securities has been declared effective by the SEC and (ii) the 90th day after the Securities purchased hereunder are saleable under Rule 144 without the requirement for current public information and without volume or manner of sale limitations.

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(q)Securities. “Securities” means the Warrants and the Warrant Shares.

(r)Swap Agreement. “Swap Agreement” means that Equity Swap Agreement of even date herewith by and between the Buyer and the Company.

(s)Trading Day. “Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which the Common Stock is traded on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

(t)Transaction Documents. “Transaction Documents” means, collectively, this Agreement, the Warrants, the Note, the Swap Agreement and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

(u)Warrant Shares. “Warrant Shares” means all or a portion of the total number of shares of Common Stock issuable upon full exercise of the Warrants as may be adjusted further to the Swap Agreement.

10. MISCELLANEOUS.

(a)Governing Law; Jurisdiction; Jury Trial.

All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or under any of the other Transaction Documents or in connection herewith or therewith or with any transaction contemplated hereby or thereby or discussed herein or therein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to Buyer or to enforce a judgment

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or other court ruling in favor of Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION

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WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c)Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d)Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

(e)Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyer, the Company, its affiliates and Persons acting on its behalf solely with respect to the matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein. Except as specifically set forth herein or therein, neither the Company nor Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and Buyer. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents or all holders of the Warrants (as

30

the case may be). The Company has not, directly or indirectly, made any agreements with Buyer relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise. As a material inducement for Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation or inquiry conducted by Buyer, any of its advisors or any of its representatives shall affect Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document.

(f)Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, if delivered personally; (ii) when sent, if sent by e-mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient) and (iii) if sent by overnight courier service, one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company:

Mullen Technologies, Inc. 1405 Pioneer Street

Brea, California 92821 Attention: David Michery, CEO Email: david@mullenusa.com

With a copy (for informational purposes only) to: Manatt, Phelps & Phillips, LLP

695 Town Center Drive, 14th Floor Costa Mesa, California 92626 Attn: Thomas J. Poletti

Email: tpoletti@manatt.com

If to the Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor,

New York, NY 10004-1561
(212) 845-3240

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If to Buyer:

CEOcast, Inc.

211 East 43rd Street, 4th Floor

New York, NY 10017

Attention: Chief Executive Officer

Email: mwachs@ceocast.com

or to such other address or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication or (B) provided by an overnight courier service shall be rebuttable evidence of personal service or receipt from an overnight courier service in accordance with clause (i) or (iii) above, respectively. A copy of the e-mail transmission containing the time, date and recipient e-mail address shall be rebuttable evidence of receipt by e-mail in accordance with clause (ii) above.

(g)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and its successors and assigns, including, as contemplated below, any assignee of any of the Securities. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer, including, without limitation, by way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants).

(h)No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and its permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Section 9(k).

(i)Survival. The representations, warranties, agreements and covenants shall survive the Closing. Buyer shall be responsible only for its representations, warranties, agreements and covenants hereunder.

(j)Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification.

(i)In consideration of Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing

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Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable and documented expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction Documents, (b) any breach of any covenant, agreement or obligation of the Company contained in any of the Transaction Documents or (c) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company, but other than by an affiliate of Buyer) or which otherwise involves such Indemnitee that arises out of or results from (i) the execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure properly made by Buyer pursuant to Section 4(i), or (iv) the status of Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief), unless such action is based primarily upon a breach of Buyer’s representations, warranties, or covenants under the Transaction Documents, or any agreements or understandings Buyer may have with any such third party, or any violations by Buyer of state or federal securities laws or any conduct by Buyer which constitutes fraud, gross negligence or willful misconduct. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(ii)Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (i) the Company has agreed in writing to pay such fees and expenses; (ii) the Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii)the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (iii) above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or

33

defense of any such action or Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.

(iii)The indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.

(iv)Notwithstanding any provision in this Agreement or any other Transaction Documents, the aggregate indemnification obligations of the Company pursuant to this Section 9(k) shall not exceed 100% of the aggregate Purchase Price actually paid by the Buyer.

(v)The sole and exclusive remedies for any breach of any representation, warranty, covenant or agreement hereunder shall be the indemnification provided by this Section 9(k), and Buyer expressly waives any other rights or remedies it may have; provided however, that equitable relief, including remedies of specific performance and injunction, shall be available with respect to any matter where money damages would not be sufficient to compensate Buyer or to preserve the rights of Buyer pending resolution of a dispute, and this Section 9(k) shall not relieve the Company from liability for willful misconduct, gross negligence, bad faith, fraud or willful breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

(l)Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for stock dividends, stock splits, stock combinations and other similar transactions that occur with respect to the Common Stock after the date of this Agreement.

(m)Remedies. Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which

34

such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security, to the extent permitted by law), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law may prove to be inadequate relief to Buyer. The Company therefore agrees that Buyer shall be entitled to seek specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security.

(n)Exercise of Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever Buyer exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then Buyer may continue to exercise it other rights, elections, demands and options hereunder and under any other Transaction Document from time to time as if such original right, election, demand or option had not been exercised without prejudice to its future actions and rights and remedies.

(o)Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to Buyer hereunder or pursuant to any of the other Transaction Documents or Buyer enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

[signature pages follow]

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IN WITNESS WHEREOF, Buyer and the Company has caused its signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:
MULLEN TECHNOLOGIES, INC.
By:
Name:	David Michery
Title:	CEO

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IN WITNESS WHEREOF, Buyer and the Company has caused its signature page to this Agreement to be duly executed as of the date first written above.

BUYER:
CEOCAST, INC.
By:
Name:	Michael Wachs
Title:	Chief Executive Officer

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EXHIBIT A

WARRANT

38

EXHIBIT B

NOTE

400738559.1

39

EX-10.5(B)

Exhibit 10.5(b)

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

DATED OCTOBER 8, 2021

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEOcast, Inc., a New Yok corporation or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on that date which is the first business day of the calendar month following the closing of that reverse merger transaction by and among Mullen Automotive, Inc., Mullen Acquisition Sub, Inc. and Net Element, Inc. (Net Element, Inc. to be renamed as Mullen Automotive, Inc. on the closing date of the RTO, such entity known herein as the “Company”), such reverse merger transaction to be known as the “RTO” (the “Initial Exercise Date”), and until the close of business on that day which is one year from the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from the Company that number of shares of Common Stock of the Company equal to the product obtained by multiplying 125% by (x) $2,500,000 and then dividing by (y) the Closing Sale Price for the Trading Day immediately after the closing date of the RTO  (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1.Definitions.  In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Note” means that promissory note dated October 8, 2021 issued by the Holder to Mullen Technologies, Inc. issued further to that Warrant Purchase Agreement of even date therewith by and between the Holder and Mullen Technologies, Inc.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Trading Day” means a day on which the Common Stock is traded on a Trading Market.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“Transfer Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company with a mailing address of 1 State Street, 30^th Floor, New York, New York 10004, a phone number of (212) 509-4000 and an email address of kjennings@continentalstock.com, and any successor transfer agent of the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading

on OTCQB or OTCQX and if prices for the Common Stock are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Warrants” means this Warrant and other Pre-Funded Common Stock purchase warrants issued by the Company pursuant to the WPA.

Section 2.Exercise.

a)Exercise of Warrant.  Subject to the provisions of Section 2(e) herein, exercise of the purchase rights represented by this Warrant may be made, only in whole, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice.  The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b)Exercise Price.  The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior

to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.01, subject to adjustment hereunder (the “Exercise Price”).

c)Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised.  The Company agrees not to take any position contrary to this Section 2(c).

d)Mechanics of Exercise.

i.Delivery of Warrant Shares Upon Exercises.  The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”).   Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth (5th)Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable.  As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii.Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise.  In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of

the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

iii.No Fractional Shares or Scrip.  No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.  As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

iv.Charges, Taxes and Expenses.  Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.  The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vi.Closing of Books.  The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e)Holder’s Exercise Restrictions and Limitations.  The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, if the Holder is not then in compliance with the terms of the Note and to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall

include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.   To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination.  In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.  For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.  The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant.   The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3.Certain Adjustments.

a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b)Subsequent Rights Offerings.  In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to all (or substantially all) of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

c)Pro Rata Distributions.  During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to all (or substantially all) of holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution

(provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d)Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant).  For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in

exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein.  For the avoidance of doubt, if, at any time while this Warrant is outstanding, a Fundamental Transaction occurs, pursuant to the terms of this Section 3(d), the Holder shall not be entitled to receive more than one of (i) the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction, or (ii) the assumption by the Successor Entity of all of the obligations of the Company under this Warrant and the option to receive a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant.

e)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f)Notice to Holder.

i.Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii.Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or

(E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice (unless such information is filed with the Commission, in which case a notice shall not be required) stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice.  To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.  The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4.Transfer of Warrant.

a)Transferability.  This Warrant and all rights hereunder are transferable, in whole or in part, with the prior written consent of the Company, which consent may be withheld in its sole discretion, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full.  The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or

combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5.Miscellaneous.

a)No Rights as Stockholder Until Exercise; No Settlement in Cash.  This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.  Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settle a Warrant exercise.

b)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c)Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d)Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.  The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.  The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.  The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued,

fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment.  Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the foregoing, nothing

in this paragraph shall limit or restrict the federal district court in which a Holder may bring a claim under the federal securities laws.

f)Restrictions.  The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g)Nonwaiver and Expenses.  No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.  Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h)Notices.  Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 1405 Pioneer Street, Brea, California 92821, Attention: Chief Executive Officer, e-mail: david@mullenusa.com, or such other email address or address as the Company may specify for such purposes by notice to the Holder. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at 211 East 43rd Street, 4th Floor, New York NY 10017, Attention: Chief Executive Officer, e-mail: mwachs@ceocast.com, or such other email address or address as the Holder may specify for such purposes by notice to the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.  To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

i)Limitation of Liability.  No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the

Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j)Remedies.  The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant.  The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k)Successors and Assigns.  Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.  The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l)Amendment.  This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder, on the other hand.

m)Severability.  Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n)Headings.  The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

MULLEN TECHNOLOGIES, INC.
By:
	Name: David Michery
	Title: Chief Executive Officer

NOTICE OF EXERCISE

(1)The undersigned hereby elects to purchase              Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2)Payment shall take the form of (check applicable box):

[  ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3)Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

The Warrant Shares shall be delivered to the following DWAC Account Number:

[SIGNATURE OF HOLDER]

Name of Investing Entity:                                                                                                                                        

Signature of Authorized Signatory of Investing Entity:                                                                                           

Name of Authorized Signatory:                                                                                                                               

Title of Name of Authorized Signatory:                                                                                                                  

Date:                                                                                                                                                                         

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email
Address:
Dated:                         ,
Holder’s Signature:
Holder’s Address:

EX-10.6

Exhibit 10.6

AMENDMENT TO CONVERTIBLE PREFERRED SECURITY AND WARRANT

THIS AMENDMENT TO SECURIITES PURCHASE AGREEMENT is made and entered into effective February 10, 2022 by and among Mullen Automotive, Inc., as successor to Mullen Technologies, Inc. a California corporation (the “Company”), and Esousa Holdings, llc. (the “Holder”).

RECITALS:

A. The Company and Holders have entered into Securities Purchase Agreements during 2021 under which the Company sold Series C Convertible Preferred Stock and Warrants to the Holders (collectively, the Securities Purchase Agreements”).

B. The Company and the Holders desire to amend the Securities Purchase Agreements to change the terms as follows.

NOW, THEREFORE, for due and adequate consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Effective Immediately:

The Holders irrevocably and forever waive their rights under section 2 (c) and 2 (d) of the Warrant, and under section 4 (c) of the Series C Convertible Preferred.

For purposes of section 1 (b), Exercise Price, in the Warrant, the exercise price shall be modified from 0.6877 to $8.834.

In section 1 (d), Cashless Exercise, the definition of C= The Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise (as such Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01(as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein) shall be amended to

C= The lower of the two Closing Bid Prices of the Common Stock in the two days prior the time of such exercise (as such Closing Bid Price is defined in Section 16 herein), but in any event not less than $0.01(as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 2(a) herein).

Under Section 16 (b) of the Warrant, the definition of Black Scholes Value shall be modified so that the Black Scholes Value shall be increased by $3.00 per Warrant. For example, if the calculations under Section 16 resulted in a value of $7.72, as a result of this Amendment the Black Scholes Value would be increased to $10.72.

2. Except as modified by this Amendment, all other terms and conditions in the Securities Purchase Agreement shall remain in full force and effect and this Amendment shall be governed by all provisions thereof.

3. This Amendment may be executed in separate counterparts, all of which taken together shall constitute a single instrument.

4. This Amendment shall be governed, construed and interpreted in accordance with the laws of the State of New York.

COMPANY:
MULLEN AUTOMOTIVE, INC.
By:	/s/ David Michery
Name:	David Michery
Title:	CEO
HOLDER:
ESOUSA HOLDINGS LLC
By:	/s/ Michael Wachs
Name:	Michael Wachs
Title:	Managing Member

EX-31.1

Exhibit 31.1

CEO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David Michery, certify that:

1. I have reviewed this report on Form 10-Q of Mullen Automotive Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 14, 2022	By:	/s/ David Michery
			David Michery
			Chief Executive Officer

EX-31.2

Exhibit 31.2

CFO Certification

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kerri Sadler, certify that:

1. I have reviewed this report on Form 10-Q of Mullen Automotive Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 14, 2022	By:	/s/ Kerri Sadler
			Kerri Sadler
			Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-Q for the period ended December 31, 2021 of Mullen Automotive Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods presented in the Report.

XX
By:	/s/ David Michery
	David Michery
	Chief Executive Officer
	February 14, 2022
By:	/s/ Kerri Sadler
	Kerri Sadler
	Chief Financial Officer
	February 14, 2022

XML

Document and Entity Information - shares	3 Months Ended
	Dec. 31, 2021	Feb. 11, 2022
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Entity File Number	001-34887
Entity Registrant Name	MULLEN AUTOMOTIVE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3289406
Entity Address State Or Province	CA
Entity Address, Address Line One	1405 Pioneer Street
Entity Address, City or Town	Brea
Entity Address, Postal Zip Code	92821
City Area Code	714
Local Phone Number	613-1900
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MULN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		34,942,304
Entity Central Index Key	0001499961
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Sep. 30, 2021
CURRENT ASSETS
Cash and cash equivalents	$ 360	$ 42,174
Restricted Cash	61,100
Materials and supplies	55,753	55,753
Deferred advertising		261,550
Prepaid Expenses	6,526,737	6,201,247
Other current assets	1,738,256	250,331
Notes Receivable	15,090,552	90,552
TOTAL CURRENT ASSETS	23,472,760	6,901,607
Property, equipment and leasehold improvements, net	13,103,704	1,181,477
Intangibles assets, net	2,276,943	2,495,259
Right-of-use assets	2,213,991	2,350,929
Other assets	4,345,893	4,243,222
TOTAL ASSETS	45,413,291	17,172,494
CURRENT LIABILITIES
Accounts payable	4,228,527	5,206,310
Accrued expenses and other current liabilities	18,272,697	19,126,765
Liability to issue shares	6,322,500	7,027,500
Lease liabilities, current portion	623,343	599,898
Notes payable, current portion	18,905,021	39,200,970
TOTAL CURRENT LIABILITIES	48,352,088	71,161,443
Notes payable, net of current portion	238,259	247,612
Lease liabilities, net of current portion	1,697,222	1,857,894
Other liabilities	5,617,192	5,617,192
TOTAL LIABILITIES	55,904,761	78,884,141
Commitments and Contingencies (Note 19)
DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock; $0.001 par value; 58,000,000 shares authorized; 10,760,585 and 5,667,683 shares issued and outstanding at December 31, 2021 and September 30, 2021 respectively.	10,760	5,668
Common Stock; $0.001 par value; 500,000,000 shares authorized; 23,936,162 and 7,048,386 issued and outstanding at December 31, 2021 and September 30, 2021 respectively.	23,935	7,048
Additional Paid-in Capital	176,312,422	88,650,286
Accumulated Deficit	(186,838,587)	(150,374,649)
TOTAL DEFICIENCY IN STOCKHOLDERS' EQUITY	(10,491,470)	(61,711,647)
TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY	$ 45,413,291	$ 17,172,494

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Sep. 30, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	58,000,000	58,000,000
Preferred Stock, Shares Issued	10,760,585	5,667,682
Preferred Stock, Shares Outstanding	10,760,585	5,667,682
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	23,936,162	7,048,387
Common Stock, Shares, Outstanding	23,936,162	7,048,387

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
OPERATING EXPENSES
General and administrative	$ 12,901,084	$ 2,952,678
Research and development	1,157,323	518,023
Total Operating Expense	14,058,407	3,470,701
Loss from Operations	(14,058,407)	(3,470,701)
Interest expense	(22,438,945)	(2,406,330)
Loss on debt settlement	(41,096)
Gain on extinguishment of indebtedness, net	74,509	880,581
Net Loss	$ (36,463,938)	$ (4,996,450)
Net Loss per Share, Basic	$ (2.09)	$ (0.98)
Net Loss per Share, Diluted	$ (2.09)	$ (0.98)
Weighted average shares outstanding, basic	17,471,173	5,099,218
Weighted average shares outstanding, diluted	17,471,173	5,099,218

XML

CONDENSED CONSOLIDATED STATEMENTS OF DEFICENCY IN STOCKHOLDERS EQUITY - USD ($)	Preferred Stock Series A Preferred Stock	Preferred Stock Series B Preferred Stock	Preferred Stock Series C Preferred Stock	Common Stock	Paid-in Capital	Accumulated Deficit	Total
Balance, beginning at Sep. 30, 2020	$ 116	$ 5,568		$ 5,086	$ 63,619,280	$ (106,134,069)	$ (42,504,019)
Balance, beginning (in shares) at Sep. 30, 2020	116,789	5,567,319		5,086,225
Warrant issuances					2,092,337		2,092,337
Beneficial conversion feature of convertible debt					172,663		172,663
Stock-based compensation				$ 39	1,241,366		1,241,405
Stock-based compensation (in shares)				38,561
Net loss						(4,996,450)	(4,996,450)
Balance, ending at Dec. 31, 2020	$ 116	$ 5,568		$ 5,125	67,125,646	(111,130,518)	(43,994,064)
Balance, ending (in shares) at Dec. 31, 2020	116,789	5,567,319		5,124,786
Balance, beginning at Sep. 30, 2021	$ 100	$ 5,568		$ 7,048	88,650,286	(150,374,649)	(61,711,647)
Balance, beginning (in shares) at Sep. 30, 2021	100,363	5,567,319		7,048,387
Common shares issued for cash				$ 7,704	10,886,955		10,894,659
Common shares issued for cash (in shares)				7,704,082
Common shares issued for asset				$ 109	140,891		141,000
Common shares issued for asset (in shares)				109,412
Preferred shares issued for cash			$ 2,264		19,997,736		20,000,000
Preferred shares issued for cash (in shares)			2,263,970
Preferred shares issued to settle liability to issue			$ 85		704,915		705,000
Preferred shares issued to settle liability to issue (in shares)			84,900
Warrant issuances					10,491,621		10,491,621
Preferred shares issued in exchange for conversion of debt			$ 2,829		24,988,926		24,991,755
Preferred shares issued in exchange for conversion of debt (in shares)			2,829,029
Stock-based compensation				$ 443	4,424,825		4,425,268
Stock-based compensation (in shares)				443,124
Common shares issued to settle liability to issue				$ 131	1,034,681		1,034,812
Common shares issued to settle liability to issue (in shares)				131,477
Prefunded warrant issuance					15,000,000		15,000,000
Issuance of common stock for conversion of preferred stock	$ (85)			$ 8,500	(8,415)
Issuance of common stock for conversion of preferred stock (in shares)	(84,996)			8,499,680
Net loss						(36,463,938)	(36,463,938)
Balance, ending at Dec. 31, 2021	$ 15	$ 5,568	$ 5,178	$ 23,935	$ 176,312,421	$ (186,838,587)	$ (10,491,470)
Balance, ending (in shares) at Dec. 31, 2021	15,367	5,567,319	5,177,899	23,936,162

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from Operating Activities
Net Loss	$ (36,463,938)	$ (4,996,450)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	307,699	108,427
Employee stock compensation	1,604,293	566,179
Issuance of shares for services	2,495,487	26,162
Non-cash interest and other operating activities	3,062,048	1,918,453
Non-cash lease expense	136,938	77,644
Amortization of debt discount	19,212,176	487,876
Loss on asset disposal	1,298
(Gain) on extinguishment of debt	(74,509)	(880,581)
Loss on debt settlement	41,096
Changes in operating assets and liabilities:
Other current assets	(1,226,376)	161,959
Other assets	(1,225,252)	40,629
Accounts payable	(977,783)	(31,563)
Accrued expenses and other liabilities	(1,468,751)	2,679,880
Lease liabilities	(137,228)	(73,303)
Net cash used (provided by) operating activities	(14,712,802)	85,312
Cash Flows from Investing Activities
Purchase of equipment	(10,462,219)	(31,335)
Purchase of intangible assets		(41,250)
Net cash used in investing activities	(10,462,219)	(72,585)
Cash Flows from Financing Activities
Changes in net parent investment		(1,997,844)
Proceeds from issuance of notes payable	7,300,000	2,265,000
Proceeds from issuance of common stock	10,894,659
Proceeds from liability to issue preferred C shares	20,000,000
Payment of notes payable	(13,000,351)	(88,964)
Net cash provided by financing activities	25,194,308	178,192
Increase (decrease) in cash	19,286	190,919
Cash, beginning of year	42,174	33,368
Cash, ending of year	61,460	224,287
Supplemental disclosure of Cash Flow information:
Cash paid for interest	1,424,345	3,945
Supplemental disclosure for non-cash activities:
Refinance of existing debt		$ 1,560,235
Preferred shares issued in exchange for convertible debt	$ 24,991,755

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Dec. 31, 2021

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

Mullen Automotive, Inc. (“MAI”, “Mullen”, “we” or the “Company”) is a development-stage electronic vehicle (EV) manufacturer. The Company operated as the EV division of Mullen Technologies, Inc. (“MTI”) until November 5, 2021, at which time the Company underwent a capitalization and corporate reorganization by way of a spin-off by MTI to its shareholders, followed by a reverse merger with and into Net Element, Inc. (“NETE”).

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K filed with the Commission for the year ended September 30, 2021. The results of operations for the periods presented are not necessarily indicative of results to be expected for the full fiscal year or any other periods.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Mullen Investment Properties, LLC, which was established in August 2021 to hold our real estate. Intercompany accounts and transactions have been eliminated, if any. As of December 31, 2021, Mullen Investment Properties, LLC holds the Advanced Manufacturing and Engineering Center or “AMEC” in Tunica County, MS.

As MTI has not historically prepared financial statements for Mullen, and Mullen did not exist as a legal entity prior to November 5, 2021, these financial statements have been prepared from the financial records of MTI on a carve-out basis. The condensed consolidated balance sheets include all of the MAI Assets. The condensed consolidated Statements of operations for each of the three months ended December 31, 2021 and 2020, reflect all expenses and activities directly attributable to MAI, and an allocation of MTI’s general and administrative expenses incurred in each of those years, as these expenditures were shared by MAI. In some instances, certain expenses were not allocated as they would have related directly to MAI. All inter-entity balances and transactions have been eliminated.

The equity capital presented in the financial statements reflect the retrospective application of the November 5, 2021 capitalization and corporate reorganization arising from the merger transaction with NETE.

These financial statements have been prepared based upon the historical cost amounts recorded by MTI. These financial statements may not be indicative of MAI financial performance and do not necessarily reflect what its financial position, results of operations, and cash flows would have been had Mullen operated as an independent entity during the years presented.

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LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

3 Months Ended

Dec. 31, 2021

LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

NOTE 2 – LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern. Our principal source of liquidity consists of existing cash and restricted cash of approximately $61,000 at December 31, 2021. During the three months ended December 31, 2021, the Company used $14.7 million of cash for operating activities and had a working capital deficiency of approximately $24.9 million  at December 31, 2021.

During the three months ended December 31, 2021, the Company obtained additional financing in the amount of $7.26 million in unsecured convertible notes; $10 million in equity from Net Element merger; and $20 million in equity commitments (See Note 5, Debt).

The Coronavirus (“COVID-19”) continues to impact countries, communities, supply chains and markets, global financial markets, and various industries. To date, COVID-19 has had a material and disruptive impact on our strategy in EV product development and the ability to obtain external financing to fund its development activities. Company management is unable to predict whether the global pandemic will continue to have a material impact on our future financial condition and results of operations.

Going Concern

As an early-stage development company, our ability to access capital is critical. Our management plans to raise additional capital through a combination of equity and debt financings, strategic alliances, and licensing arrangements. Company management has evaluated whether there are any conditions and events, considered in aggregate, which raise substantial doubt about its ability to continue as a going concern over the next twelve months from the date of filing this report. Since inception, we have incurred significant accumulated losses of approximately $186.8 million, and management expects to continue to incur operating losses over the near future. Proceeds from the business combination with Net Element, the exercise of warrants, and a qualified public offering, should they materialize, are expected to provide Mullen with sufficient liquidity and capital resources to fund its operating expenses and capital requirements for at least the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are defined as those that are reflective of significant judgments and uncertainties, and potentially result in materially different results under different assumptions and conditions.

Push-Down Accounting

The carve-out financial statements reflect costs and expenses incurred by MTI on behalf of MAI, including interest costs. As a result, share-based compensation, and other equity transactions (such as issuances of warrants and stock conversion rights embedded in issuances of indebtedness) are reflected in these carve-out financial statements. Accordingly, the classification of debt and equity issuances by MTI have been pushed down and reflected with similar classification in these carve-out financial statements. In addition, certain right-of-use assets and related lease liabilities of MTI have been pushed down to MAI.

Reverse Merger and Recapitalization

The November 2021 Business Combination with Net Element was accounted for as a reverse merger and recapitalization, with Net Element treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Mullen Automotive, Inc. issuing stock for the net assets of Net Element, accompanied by a recapitalization. Accordingly, these financial statements reflect the share capital and weighted average shares outstanding via a retrospective recapitalization as shares representing the exchange ratio established in the Business Combination.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Use of Estimates

The preparation of carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the carve-out financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, fair value of long-lived assets, fair value of financial instruments, depreciable lives of property and equipment, income taxes, contingencies, and inputs used to value stock-based compensation, valuation of common and preferred stock issued by MTI.

Additionally, the rates of interest on several debt agreements have been imputed where there was no stated interest rate within the original agreement. The imputed interest results in adjustments to the debt amounts reported in our condensed consolidated financial statements prepared under U.S. GAAP. Loan valuations issues can arise when trying to determine the debt attributes, such as discount rate, credit loss factors, liquidity discounts, and pricing.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for adjustments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results may differ materially from these estimates.

Risks and Uncertainties

We operate within an industry that is subject to rapid technological change, intense competition, and serves an industry that has significant government regulations. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, required knowledge of industry governmental regulations, and other risks associated with an emerging business. Any one or combination of these or other risks could have a substantial influence on our future operations and prospects for commercial success.

Cash and Cash Equivalents

Company management considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2021 or September 30, 2021.

Restricted Cash

Funds that are not available for immediate use and must use for a specific purpose. These funds are refundable deposits for individuals and businesses who have made $100 reservations for the Mullen FIVE SUV, which debuted at the Los Angeles Auto Show in November 2021. At December 31, 2021, the restricted cash balance was $61,000. Customer deposits are accounted for within other liabilities

Deferred Advertising

At December 31, 2021 and September 30, 2021, deferred advertising was zero and $261,550, respectively. The cost were primarily upfront costs paid related to the Los Angeles auto show during November 2021.

Prepaid Expenses and Other Current Assets

Prepaid expenses consist of various advance payments made for goods or services to be received in the future. These prepaid expenses include insurance and other contracted services requiring up-front payments.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Property, Equipment and Leasehold Improvements, Net

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.

Estimated Useful Lives

Description	Life
Buildings	30 Years
Furniture and Equipment	5 Years
Computer and Software	1 – 3 years
Machinery and Equipment	5 Years
Leasehold Improvements	Shorter of the estimated useful life or the underlying lease term
Vehicles	5 Years

Expenditures for major improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Company management continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Income Taxes

Prior to Mullen’s capitalization and corporate reorganization, our operations were included in the tax filings of MTI. The cash and deferred tax positions between us and MTI and are formalized in a tax sharing agreement.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At December 31, 2021 and September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions.

The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because management does not believe the recoverability of the tax assets meets the “more likely than not” likelihood at December 31, 2021 and September 30, 2021.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Intangible Assets

Intangible assets consist of acquired and developed intellectual property and website development costs. In accordance with ASC 350, “Intangibles—Goodwill and Others,” goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. Intangible assets with determinate lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortizable intangible assets generally are amortized on a straight-line basis over periods up to 36 months. The costs to periodically renew our intangible assets are expensed as incurred.

Other Assets

Other assets are comprised primarily of Coda electric vehicles, related parts and security deposits related to the Company’s property leases related to the EV business.

Extinguishment of Liabilities

The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired.

Leases

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet, assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. Lessees shall classify all leases as finance or operating leases. The Company adopted ASU 2016-02, on October 1, 2019, which resulted in the recognition of the right-of-use assets and related obligations on its carve-out financial statements.

Accrued Expenses

Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated balance sheets.

General and Administrative Expenses

General and administrative (“G&A”) expenses include all non-production related expenses incurred by us in any given period. This includes expenses such as professional fees, salaries, rent, repairs and maintenance, utilities and office expense, employee benefits, depreciation and amortization, advertising and marketing, settlements and penalties, taxes, and licenses. Advertising costs are expensed as incurred and are included in G&A expenses. Other than trade show expenses which are deferred until occurrence of the future event, we expense advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”

Research and Development Costs

Research and development costs are expensed as incurred and includes impairment charges in the amounts of $1,157,323 and $518,023 for the three months ended December 31, 2021 and 2020, respectively. Research and development expenses primarily consist of costs associated with the development of our Mullen Five show car.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Share-Based Compensation

We account for share-based awards issued by MAI in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, which requires fair value measurement on the grant date and recognition of compensation expense for all common shares of MAI issued to employees, non-employees and directors. The fair value of non-marketable share-based awards has been estimated based on an independent valuation. The MAI common and preferred share valuations have been appraised by an independent financial valuation advisor, based on assumptions management believes to be reasonable. Key assumptions and approaches to value used in estimating fair value, includes economic and industry data; business valuation; prior transactions; option value method and other cost, income and market value approaches. Share-based compensation is included within general and administrative expenses. Beginning on July 1, 2021, share based compensation awards have been valued based on valuation of the trading price of Net Element common stock, as adjusted for the share exchange ratio in the merger. See Note 9, MAI Share-Based Compensation, for the amount of share-based compensation expense that is included within General and Administrative expenses for the three months ended December 31, 2021 and 2020.

Other Financing Costs

Pursuant to the terms of the First Amendment to the Company’s Agreement and Plan of Merger with Net Element, we incurred a daily $13,333 penalty for delays in the consummation of the merger transaction. We recorded charges of zero for the three months ended December 31, 2021 associated with these delays, which charges are included in the condensed consolidated statement of operations and are included in accounts payable in the consolidated balance sheet at December 31, 2021 and September 30, 2021.

Related Party Transactions

We have related party transactions with certain of our directors, officers, and principal shareholders. These transactions, which are primarily long-term in nature, include operational loans, convertible debt, and warrants for financial support associated with the borrowing of funds and are entered into in the ordinary course of business.

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, Company management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

Concentrations of Business and Credit Risk

We maintain cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations, generally $250,000. At times, our cash balance may exceed these federal limitations and maintains significant cash on hand at certain of its locations. However, we have not experienced any losses in such accounts and management believes we are not exposed to any significant credit risk on these accounts. There were no amounts in excess of insured limitations at December 31, 2021 and September 30, 2021.

Recently Issued and Adopted Accounting Standards

In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) (Topic 350), “Intangibles - Goodwill and Others.” ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. We adopted ASU 2017-04, on October 1, 2020, which did not have a material impact on our consolidated balance sheets.

In September 2018, the FASB issued Accounting Standards Update No. 2018-07 (ASU 2018-07) ASU No. 2018-07 (Topic 718), “Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07, on October 1, 2020, which did not have a material impact on our consolidated statements of operations.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted. Company management is evaluating the future impact this guidance on our consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations.

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INTANGIBLE ASSETS

3 Months Ended

Dec. 31, 2021

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 4 – INTANGIBLE ASSETS

For the three months ended December 31, 2021 and 2020, we incurred website development and trademark costs of $5,361 and $0, respectively. These costs historically have been capitalized, as the website is in the development stage, resulting in improved functionality. Amortization of the website commenced when the website was placed in service for its intended use during the fourth quarter of 2021. Legal fees incurred for registration of trademarks account for all of the costs of trademark at December 31, 2021. Amortization of these costs will commence when the trademark application and registration process has been completed.

NOTE 4 – INTANGIBLE ASSETS – Continued

The weighted average useful life of the intellectual property is 3.0 years. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of three years. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the identifiable intangible assets.

	December 31, 2021						September 30, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
Finite-Lived Intangible Assets	Amount		Amortization		Amount		Amount		Amortization		Amount
Website design and development	$	2,660,391	$	(443,399)	$	2,216,992	$	2,660,391	$	(221,699)	$	2,438,692
Intellectual property		71,182		(71,182)		—		71,182		(69,205)		1,977
Trademark		59,951		—		59,951		54,590		—		54,590
Total Finite-Lived Intangible Assets	$	2,791,524	$	(514,581)	$	2,276,943	$	2,786,163	$	(290,904)	$	2,495,259

Total future amortization expense for finite-lived intellectual property is as follows:

Years Ended December 31,	Future Amortization
2022 (nine months)	$	670,458
2023		886,797
2024		719,688
Total Future Amortization Expense	$	2,276,943

For the three months ended December 31, 2021 and 2020, amortization expense for the intangible assets was $223,676 and $5,932 respectively.

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DEBT

3 Months Ended

Dec. 31, 2021

DEBT

DEBT

NOTE 5 – DEBT

Short-term debt comprises a significant component of the Company’s funding needs. Short-term debt is generally defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of one year or more.

Short and Long-Term Debt

The following is a summary of our indebtedness at December 31, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	3,718,585	$	3,718,585	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		14,531,554		14,531,554		—	28.00	%	2021 – 2022
Real Estate Note		274,983		36,724		238,259	5.00	%	2023
Loan Advances		618,158		618,158		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		—		—		—	NA		NA
Total Debt	$	19,143,280	$	18,905,021	$	238,259	NA		NA

NOTE 5 – DEBT – Continued

The following is a summary of our indebtedness at September 30, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	5,838,591	$	5,838,591	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		23,831,912		23,831,912		—	28.00	%	2021 – 2022
Demand Note		500,000		500,000		—	27.00	%	2020
Convertible Unsecured Notes		15,932,500		15,932,500		—	15.00%-20.00	%	2021 - 2022
Real Estate Note		283,881		36,269		247,612	5.00	%	2023
Loan Advances		1,122,253		1,122,253		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		(8,060,555)		(8,060,555)		—	NA		NA
Total Debt	$	39,448,582	$	39,200,970	$	247,612	NA		NA

Scheduled Debt Maturities

The following scheduled debt maturities at December 31, 2021:

	Years Ended December 31,
	2022 (9 months)		2023		2024		Total
Total Debt	$	18,905,021	$	238,259	$	—	$	19,143,280

Notes and Advances

We enter into promissory notes with third parties and company officers to support our operations. Promissory notes typically are for less than three years maturity and carry interest rates from 0% to 28.0%. Company management is working with the creditors to remediate the $3,718,585 in promissory notes and loan advances that are in default. Promissory notes and loan advances that are in default still accrue interest after their scheduled maturity date. There are no financial covenants associated with the promissory notes and loan advances, and there are no compliance waivers that have been received from creditors. We record imputed interest on promissory notes and advances which are deemed to be below the market interest rate. For the three months ended December 31, 2021 and 2020, we recorded interest expense of $22,438,945 and $2,406,330, respectively.

In some instances, MTI issued shares of common stock or warrants along with the issuance of promissory notes, resulting in the recognition of a debt discount which is amortized to interest expense over the term of the promissory note. Debt discount amortization for the three months ended December 31, 2021 and 2020, was $19,212,176 and $486,876, respectively.

During 2021, MTI issued shares of stock to certain creditors in satisfaction of debt payments or in settlement of indebtedness. These agreements essentially exchanged a predetermined amount of stock to settle debt. For the three months ended December 31, 2021 and 2020, the carrying amount of indebtedness that was settled via issuance of MTI shares was $23,192,500 and $0, respectively.

NOTE 5 – DEBT – Continued

Convertible Debt Issuances and Warrants

TDR Relationship

On May 16, 2021, we received debt financing through MTI entering into an unsecured $4.4 million convertible note agreement with TDR Capital. The convertible note was issued with OID of 10% ($0.4 million); carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 17,446,000 shares of MTI common stock (1,358,112 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The value ascribed to the warrants was $24,358,875, resulting in an additional debt discount of $3,726,816 and a beneficial conversion discount of $673,184. These discounts are being amortized over the 12-month term of the debt. The number of shares issuable upon conversion are determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On July 26, 2021, we received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with TDR Capital. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877(MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On September 3, 2021, we received debt financing through MTI entering into an unsecured $6.6 million convertible note agreement with TDR Capital. The initial sale and purchase is $550,000 principal and detached warrants to acquire up to 2,180,750 shares of MTI stock (169,764 MAI warrants). The second sale and purchase is $6,050,000 principal and detached warrants to acquire up to 23,988,500 shares of MTI stock (1,867,423 MAI warrants). The combined convertible notes are issued with OID of 10% ($0.66 million); carries an interest rate of 15% and has a maturity date of one year. The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion is determined according to the formula: Conversion Amount/Conversion Price of $0.6877, subject to certain adjustments. On November 4, 2021, the merger effective date, TDR Capital (together with their affiliates) is limited to a 9.9% ownership cap common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

Digital Power Lending, LLC

On July 22, 2021, the Company received debt financing through MTI entering into an unsecured $2.42 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.242 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 9,595,300 shares of MTI common stock (746,961 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 5, 2021, the merger effective date, Digital Power Lending, LLC (together with their affiliates) is limited to a 9.9% ownership cap in common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

NOTE 5 – DEBT – Continued

On August 19, 2021, the Company received debt financing through MTI entering into an unsecured $1.1 million convertible note agreement with Digital Power Lending, LLC. The convertible note is issued with OID of 10% or $0.1 million; carries an interest rate of 15% and has a maturity date of one year. The convertible note is unsecured and includes detached warrants to acquire up to 4,361,500 shares of MTI common stock (339,528 MAI warrants). The MTI warrant exercise price is $0.6877 (MAI exercise price is $8.84) per common share and expires five years from the date of issuance. The number of conversion shares issuable upon conversion of the conversion amount shall be determined according to the formula: Conversion Amount/Conversion Price, subject to certain adjustments. On November 5, 2021, the merger effective date, Digital Power Lending, LLC. (together with their affiliates) is limited to a 9.9% ownership cap in common stock then outstanding after giving effect to the issuance of common stock issuable upon exercise of the warrants.

On October 25, 2021, MTI amended the exchange agreement to include the $1,100,000 debt financing and detached warrants with JADR Consulting Group PTY Limited. The agreement represents Amendment No. 6 and Joinder to the Exchange Agreement that was originally signed on May 7, 2021 and amended on May 20, 2021. On November 5, 2021, the merger effective date, the investors exchanged the convertible debt for shares of MAI's Series C Preferred Stock, par value $0.001 per share. The right to additional purchases of preferred stock expires 12 months from the merger close date between Net Element and MAI.

On November 5, 2021, the Company received debt financing through MTI entering into an unsecured $110,000 convertible note agreement with Michael Friedlander. The convertible note is issued with OID of 10% or $10 thousand; carries an interest rate of 15% and has a maturity date of one year. On November 5, 2021, the merger effective date, the investors exchanged the convertible debt for shares of MAI’s Series C Preferred Stock, par value $0.001 per share. The right to additional purchases of preferred stock expires 12 months from the merger close date between Net Element and MAI.

Assignment and Assumption of Rights

On October 25, 2021, JADR Consulting Group PTY Limited and TDR Capital entered into agreement of Assignment and Assumption of Rights. On September 3, 2021, the Assignor ("TDR Capital") agreed to purchase $6,600,000 in convertible debt and warrants to acquire 2,037,164 shares of MAI common stock. The Assignor has agreed with the Assignee ("JADR Consulting Group PTY Limited") to assign all rights, title and interest in the aggregate original amount of $3,300,000 and warrants to acquire 1,201,521 shares of MTI common stock for the aggregate purchase price of $3,000,000. The Company received funding between October 27, 2021 and November 4, 2021.

On October 27, 2021, Amendment No. 6 and Joinder to the Exchange Agreement was modified to reflect the changes of the Assignment and Assumption of Rights document.

Convertible Debt to Equity Conversion (Exchange Agreements)

The Notes described above were issued pursuant to Prior SPAs with the various Noteholders in 2020 and 2021 generally to finance Mullen Technologies’ electric vehicle business. The Prior SPAs provided for the issuance of the Notes and a specified number of warrants allowing the Noteholders to purchase common stock at an exercise price of $0.6877 per share, at any time prior to an expiration date that is generally 5 years after the date of issuance.

At the effective time of the Merger, each of the warrants to purchase Mullen Technologies common stock were canceled and converted automatically into a Warrant.

NOTE 5 – DEBT - Continued

Mullen Technologies and the holders (“Noteholders”) of $10,762,500 in aggregate principal amount of 15% unsecured convertible notes (the “Notes”) previously issued pursuant to certain Securities Purchase Agreements between Mullen Technologies and the Noteholders (“Prior SPAs”) entered into an Exchange Agreement (the “Exchange Agreement”) dated as of May 7, 2021, as amended, pursuant to which the Noteholders exchanged their Notes for Series C Preferred Stock of Mullen Technologies (the “Exchange Shares”). A condition to the Noteholders’ obligation to exchange the Notes included that the Company had received conditional approval for listing our Common Stock on the Nasdaq Capital Market and all conditions for closing the Merger had been met. In connection with the initial issuance of the Notes and further to the Exchange Agreement, the Noteholders also received a total of 42,759,290 additional warrants to purchase Mullen Technologies common stock at a purchase price of $0.6877 per share.

The Exchange Agreement requires Mullen Technologies to file a registration statement with the SEC under the Securities Act to register the sale of shares of common stock issuable upon conversion of the Exchange Shares by the Noteholders (the “Registration Statement”). On February 1, 2022, the S-3 Registration Statement was filed with the SEC and became effective on February 3, 2022.

At the effective time of the Merger, (i) each of the Exchange Shares were canceled and converted automatically into the right to receive 0.078 shares of the Series C Preferred Stock, (ii) each of the warrants to purchase Mullen Technologies common stock were canceled and converted automatically into a Warrant and (iii) the obligations under the Exchange Agreement were assumed by the Company.

Drawbridge Relationship

During July 2020, Drawbridge-DBI and MTI entered into a settlement agreement (the “Agreement”) to restructure the aggregate obligations owed to Drawbridge-DBI and the other DBI-affiliated entities. In connection with the Agreement, (a) the Sale-Leaseback obligation in the amount of $49,500,000 was replaced by a new note with a face value of $23,831,554, (b) the other indebtedness and advances from DBI-affiliated entities with a net book value of $9,935,086 were extinguished, and (c) MTI issued 71,516,534 MAI – 5,567,319 Series B Preferred Shares to Drawbridge-DBI.

The amounts owed to Drawbridge-DBI is $25,367,925 and $33,296,648 as of December 31, 2021 and September 30, 2021, respectively, and are in default. The amounts owed to other DBI-affiliated entities is $524,911 and $982,500 and $1,082,500, as of December 31, 2021 and September 30, 2021, respectively. The 2020 Drawbridge loan is currently recognized within the current portion of debt on the consolidated balance sheet.

On July 16, 2021, the Company and Drawbridge entered into an agreement whereby Drawbridge acknowledged, waived, and consented to the contribution and spin-off of Mullen's EV assets into a new entity. As indicated in Note 1 to the financial statements, the spin-off occurred immediately prior to the consummation of the merger with Net Element. As part of the agreement, Drawbridge was paid $10,000,000, to be applied towards the outstanding principal balance and includes a waiver of default. The principal pay down to Drawbridge occurred on November 15, 2021.

NOTE 5 – DEBT - Continued

SBA Loans

On April 14, 2020, MTI entered a promissory note (the “Note”) evidencing an unsecured loan (the “Loan”) in the amount of $885,426 made under the Paycheck Protection Program (the “PPP”). The Note matures on April 14, 2022 and bears interest at a rate of 1% per annum. Pursuant to the terms of the Coronavirus, Aid, Relief and Economic Security Act (“CARES Act”) and the PPP, the Company applied to the Lender for forgiveness for the amount due on the Loan. The amount eligible for forgiveness is based on the amount of Loan proceeds used (during the eight-week period after the Lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. During November 2020, the SBA approved the loan forgiveness amount of $875,426 in principal and $5,155 in interest on November 20, 2020. The loan forgiveness was accounted for as a gain on debt extinguishment of $890,581 in the Consolidated Statement of Operations for the year ended September 30, 2021.

In September 2020, MTI entered a promissory note (the "Note") in the amount of $10,000 by the SBA under the EIDL program. Monthly installment payments on the Note will begin twelve months from the date of the Note, with the balance of any accrued principal and interest at 3.75% annually, payable thirty years from the date of the Note. An application was submitted to the Lender for loan forgiveness, which was approved for the full amount on February 18, 2021.

Loss on Debt Settlement

The Company incurred a $41,904 loss on debt settlement for the $540K CarMoxy Loan.

Release of Liability, Debt Paydowns and Payoffs

On December 27, 2021, the Par Funding/CBSG debt of $74,509 has been deemed satisfied by the authorized agent for the trustee of the creditor. As result of the trustee’s actions, the Company recorded an extinguishment of $74,509.

On November 29, 2021, MAI (through MTI) repaid the $140,000 loan from the NY Group, which had matured on January 24, 2021.

On November 29, 2021, MAI (through MTI) repaid the $25,000 loan from MABM Holdings loan, which matured on January 13, 2021.

On November 11, 2021, the Company executed a release of liability for the EXIM relationship. MAI (through MTI) paid $1,750,000 to EXIM USA to dismiss or release any and all claims, causes of action, lawsuits or other demands upon MTI. The loan matured on October 31, 2019, and the then current balance on the loan was $700,000 plus interest.

On November 9, 2021, the Company executed a release of liability for the Elegant Funding relationship. The lending relationship covered two transactions:

1. $458,000 loan dated May 23, 2018, which had matured on November 23, 2018. The current principal balance was $438,000, and the payoff amount was $604,770.

2. $185,000 dated September 29, 2018, which had matured on March 29, 2019. The current principal balance is $185,000, and the payoff amount is $222,426.

On November 9, 2021, MAI (through MTI) repaid a loan from John Gordon, which had matured on May 7, 2019. In consideration for the settlement, MAI (through MTI) received the title to one (1) Qiantu Dragonfly K50 EV car.

NOTE 5 – DEBT - Continued

Convertible Notes

Between August 2020 and December 2021, MTI issued unsecured convertible notes totaling $23,192,500, of which $7,260,000 were issued during the three months ended December 31, 2021. The unsecured convertible notes issued during the three months ended December 31, 2021 bear interest at 15%, mature in one year, and included warrants to acquire shares of common stock based on a specified formula. Interest is accrued in arrears until the last business day of each calendar year quarter. The default rate on the note increases to 20% when quarterly interest payments are not timely made by MTI.

Convertible Notes

	Convertible		Interest		Default		Maturity	Warrants		Exercise	Exercise
Date of Issuance	Note ($)		Rate		Interest Rate		Date	(#)		Date	Price ($)
8/26/2020	$	1,000,000	15	%	20	%	8/26/2021	226,397		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		100,000	15	%	20	%	8/26/2021	22,640		8/26/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
9/25/2020		157,500	15	%	20	%	9/25/2021	44,572		9/25/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
10/12/2020		660,000	15	%	20	%	10/12/2021	203,757		10/12/2025	$	8.84
10/12/2020		33,000	15	%	20	%	10/12/2021	10,188		10/12/2025	$	8.84
10/12/2020		27,500	15	%	20	%	10/12/2021	8,490		10/12/2025	$	8.84
11/9/2020		660,000	15	%	20	%	11/9/2021	203,757		11/9/2025	$	8.84
11/9/2020		33,000	15	%	20	%	11/9/2021	10,188		11/9/2025	$	8.84
11/9/2020		27,500	15	%	20	%	11/9/2021	8,490		11/9/2025	$	8.84
12/7/2020		660,000	15	%	20	%	12/7/2021	203,756		12/7/2025	$	8.84
12/7/2020		33,000	15	%	20	%	12/7/2021	10,188		12/7/2025	$	8.84
12/7/2020		27,500	15	%	20	%	12/7/2021	8,490		12/7/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
1/7/2021		660,000	15	%	—		1/7/2022	203,757		1/7/2026	$	8.84
1/7/2021		33,000	15	%	—		1/7/2022	10,188		1/7/2026	$	8.84
1/7/2021		27,500	15	%	—		1/7/2022	8,490		1/7/2026	$	8.84
1/7/2021		—	—		—		—	2,038	*	1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		82,500	15	%	—		1/7/2022	25,470		1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		110,000	15	%	—		1/7/2022	33,960		1/7/2026	$	8.84
3/10/2021		660,000	15	%	—		3/10/2022	203,757		3/10/2026	$	8.84
3/10/2021		33,000	15	%	—		3/10/2022	10,188		3/10/2026	$	8.84
3/10/2021		27,500	15	%	—		3/10/2022	8,490		3/10/2026	$	8.84
5/7/2021		—	—		—		—	82,326	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	33,316	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	10,504	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	19,167	**	5/7/2026	$	8.84
5/16/2021		4,400,000	15	%	20	%	5/16/2022	1,358,112		5/16/2026	$	8.84
7/22/2021		2,420,000	15	%	20	%	7/22/2022	746,961		7/22/2026	$	8.84
7/26/2021		1,100,000	15	%	20	%	7/26/2022	339,528		7/26/2026	$	8.84
8/19/2021		1,100,000	15	%	20	%	8/19/2022	339,528		8/19/2026	$	8.84
9/3/2021		550,000	15	%	20	%	9/3/2022	169,764		9/3/2026	$	8.84
10/5/2021		1,100,000	15	%	20	%	10/5/2022	395,712		10/5/2026	$	8.84
10/18/2021		385,000	15	%	20	%	10/18/2022	138,500		10/18/2026	$	8.84
10/19/2021		1,265,000	15	%	20	%	10/19/2022	455,068		10/19/2026	$	8.84
10/27/2021		550,000	15	%	20	%	10/27/2022	197,857		10/27/2026	$	8.84
10/27/2021		1,100,000	15	%	20	%	10/27/2022	395,712		10/27/2026	$	8.84
11/4/2021		2,750,000	15	%	20	%	11/4/2022	989,277		11/4/2026	$	8.84
11/5/2021		110,000	15	%	20	%	11/5/2022	37,356		11/5/2026	$	8.84
11/5/2021***		—	—		—		—	490,030		11/5/2026	$	8.84
Total	$	23,192,500	—		—		—	7,876,068		—		—

* As part of placement agent, Cambria received five-year warrants to purchase 6% of the MTI common shares issuable under convertible notes sold in the Regulation D offering to investors introduced by the firm.

NOTE 5 – DEBT - Continued

** On May 7, 2021, MTI issued additional warrants of 1,866,665 (MAI - 145,313) that were added to the Exchange Agreement for no additional consideration to acquire additional common shares of common stock to four convertible debt holders given changes in the exchange share calculation, which will be consistent with the exchange share calculation of other convertible debt holders. The Exchange Agreement supersedes the original agreements that were issued by MTI and allows the convertible debt holder to exchange their debt for the newly created Series C Preferred Stock, par value of $0.001. The new series of preferred stock was created upon the merger effectiveness date between Net Element and MAI.

*** Additional warrants granted to investors granted to for no additional consideration to acquire additional common shares of common stock to four convertible debt holders given changes in the exchange share calculation, which will be consistent with the exchange share calculation of other convertible debt holders.

Convertible Notes

Because the market price for MTI common stock on the date of the notes exceeded the notes’ conversion price of $0.6877 per share, a beneficial conversion feature in the amount of $10,613,630 was recorded as a discount on the notes. The discount is being amortized as additional interest over the life of the notes. At December 31, 2021, the discount was fully amortized.

Company management evaluated the conversion features embedded in the convertible notes for classification and accounting under the provisions of ASC 815-40 and determined the conversion features met treatment as equity.

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FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Dec. 31, 2021

FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

NOTE 6 – FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis

Non-financial assets, such as property, equipment and leasehold improvements is required to be measured at fair value only when acquired or when an impairment loss is recognized. See “Note 12 - Property, Equipment and Leasehold Improvements, Net” for further information on impairment of fixed assets.

Financial instruments for which carrying value approximates fair value

Certain financial instruments that are not carried at fair value on the condensed consolidated balance sheets are carried at amounts that approximate fair value, due to their short-term nature and credit risk. These instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. We believe that the carrying value of term debt approximates fair value due to the variable rates associated with these obligations. Accounts payable are short-term in nature and generally terms are due upon receipt or within 30 to 90 days.

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DEFICIENCY IN STOCKHOLDERS' EQUITY

3 Months Ended

Dec. 31, 2021

DEFICIENCY IN STOCKHOLDERS' EQUITY

DEFICIENCY IN STOCKHOLDERS' EQUITY

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY

The accompanying financial statements include a retrospective recapitalization to reflect the composition of stockholder’s equity, as if they had existed for the periods presented.

Preferred Stock

On November 5, 2021, we filed an Amended and Restated Articles of Incorporation which included the rights and privileges of Preferred Stock Series A, Series B, and Series C. Under the terms of our Articles of Incorporation, the Board of Directors may determine the rights, preferences and terms of our authorized but unissued shares of preferred stock.

Dividends

The holders of Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Preferred Stock Series A and Series B shall participate on a pro rata basis (on an “as converted” basis to common stock) in any cash dividend paid on common stock. No dividends have been declared or paid during the three months ended December 31, 2021 and 2020.

The Series C Preferred Stock bears a cumulative 15.0% per annum fixed dividend payable no later than the 5^th day after the end of each month on the Series C Original Issue Price plus unpaid accrued and accumulated dividends. Dividends on the Series C Preferred Stock are prior to any dividends on any other series of Preferred Stock or the Common Stock.

The Company may elect to pay dividends for any month with a paid-in-kind election (“PIK”) if (i) the shares issuable further to the PIK are subject to an effective registration statement, (ii) the Company is then in compliance with all listing requirements of NASDAQ and (iii) the average daily trading dollar volume of the Company’s Common Stock for 10 trading days in any period of 20 consecutive trading days on the NASDAQ is equal to or greater than $2.0 million. There is no mandatory redemption date, but, subject to the conditions set forth below, all, but not less than all, of the shares are redeemable by the Company at any time, provided that if the Company issues notice to redeem, holders of Series C Preferred shall have 15 days to convert such shares to Common Stock prior to the date of redemption.

In addition to the above, the shares are also redeemable by the Company in accordance with the following schedule provided the issuance of shares of Common Stock underlying the shares has been registered and the registration statement remains effective:

Year 1: No Redemption

Year 2: Redemption at 120% of the Series C Redemption Price

Year 3: Redemption at 115% of the Series C Redemption Price

Year 4: Redemption at 110% of the Series C Redemption Price

Year 5: Redemption at 105% of the Series C Redemption Price

Year 6 and thereafter: Redemption at 100% of the Series C Redemption Price

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

Liquidation

Based on a reverse ratio of one share of the Company for 12.8485 shares of Mullen Technologies (the “Reverse Ratio”):, (i) the liquidation preference for the Series A Preferred to $1.29 per share from $0.10 per share as set forth in Section 2(c) of Article III(B) of the Certificate, and (ii) the “Series B Original Issue Price” of the Series B Preferred and the “Series C Original Issue Price” of the Series C Preferred to $8.84 per share from $0.6877 per share as set forth in Section 2(a) and Section 2(b), respectively, of Article III(B) of the Certificate

Subject to applicable law, in the event of any Liquidation Event, the holders of the Series B Preferred will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the other series of Preferred Stock or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price plus declared but unpaid dividends. The holders of the Series C Preferred will then be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred or the Common Stock by reason of their ownership thereof, an amount per share equal to the Series C Original Issue Price plus declared but unpaid dividends. Thereafter, any remaining proceeds will be distributed to holders of the Series A Preferred and Common Stock ratably in proportion to the number of shares of the Series A Preferred and Common Stock held by them, on a fully converted basis.

Conversion

Preferred Stock Series A is convertible at any time at the option of the holder into Common Stock at a conversion rate of one for one hundred basis with common shares of at any time after the date of issuance of such shares into such number

of fully paid and non-accessible shares of Common Stock. Preferred Stock Series B and Preferred Stock Series C are convertible at any time at the option of the holder into Common Stock at a conversion rate of one for one basis with common shares at any time after the date of issuance of such shares into such number of fully paid and non-accessible shares of Common Stock.

Additionally, all outstanding shares of the Preferred Stock shall automatically convert into shares of the underlying Common Stock upon the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, the public offering price of which results in aggregate cash proceeds to the Company of not less than $50 million, net of underwriting discounts and commissions (a “Qualified IPO”).

Voting Rights

The holders of shares of Common Stock and Preferred Stock shall at all times vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders; provided, however, that, any proposal which adversely affects the rights, preferences and privileges of the Series A Preferred, Series B Preferred, or Series C Preferred, as applicable, must be approved by a majority in interest of the affected Series of Preferred Stock, as the case may be. Each holder of Common Stock, Series B Preferred and Series C Preferred to have the right to one vote per share (on a fully converted basis) held of record by such holder and each holder of Series A Preferred have the right to 1,000 votes per share (on a fully converted basis) held of record by such holder.

Common Stock

We have 500,000,000 shares of common stock authorized with $0.001 par value per share. There were 23,936,162 and 7,048,387 shares of common stock issued and outstanding at December 31, 2021 and September 30, 2021.

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

The holders of Common Stock are entitled to one vote for each share of Common Stock held at all meetings of shareholders. In the event of a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the common shareholders are entitled to receive the remaining assets following distribution of liquidation preferences, if any, to the holders of our preferred stock. The holders of common stock are not entitled to receive dividends unless declared by our Board of Directors. To date, no dividends were declared or paid to the holders of common stock.

Warrants

The Warrants were issued at an initial exercise price of $0.6877 per share, were immediately exercisable upon issuance and have a term of five years from the date of issuance. The exercise price was adjusted as provided in the warrants and further in accordance with the Merger Agreement such that the exercise price is now $8.84 per share. The Warrants were exercisable for an aggregate of 15,075,707 shares of Common Stock as of December 31, 2021.

The Warrants provide that if the Company issues or sells, enters into a definitive, binding agreement pursuant to which he Company is required to issue or sell or is deemed, pursuant to the provisions of the Warrants, to have issued or sold, any shares of Common Stock for a price per share lower than the exercise price then in effect (a “Dilutive Issuance”), subject to certain limited exceptions, then the exercise price of the Warrants shall be reduced to such lower price per share. In addition, the exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in connection with stock splits, dividends or distributions or other similar transactions.

The following table summarizes warrant activity for the three months ended December 31, 2021 and 2020:

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2021	4,924,447	$	8.84
Warrants exercised	—	$	—
Warrants granted	10,151,260	$	8.84
Warrants expired	—	$	—
Warrants outstanding at December 31, 2021	15,075,707	$	8.84

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2020	540,905	$	8.84
Warrants exercised	—	$	—
Warrants granted	756,448	$	8.84
Warrants expired	(97,308)	$	8.84
Warrants outstanding at December 31, 2020	1,200,045	$	8.84

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

2020-2021 Warrants

The warrants are exercisable for a five-year period commencing upon issuance . The estimated fair value of the MAI warrants issued and outstanding as of December 31, 2021 is $133,269,241 using the Black-Scholes option valuation model. The assumptions used that represent management’s best estimates of the fair value of the Company’s warrants issued and outstanding were as follows:

	December 31, 2021
Expected term (in years)		5.0
Volatility		135	%
Dividend yield		0.00	%
Risk-free interest rate		0.98%-1.17	%
Common stock price	$	4.16

The allocation of the fair value of these warrants was included as a debt discount on the consolidated balance sheet and amortized to interest expense over the scheduled maturity dates of the various promissory notes. All unamortized debt discount was charged to interest at the time of merger on November 5, 2021.

Registration Rights

At the effective time of the Merger, various agreements that Mullen Technologies entered into were assumed by the Company, including the Exchange Agreement, the $20 Million SPA and the Registration Rights Agreement. These agreements caused the Company to be obligated to file one or more registration statements to register the resale of our Common Stock.

Equity Transactions

Acuitas $20 Million Equity Purchase

On May 7, 2021, MTI executed a $20,000,000 equity purchase agreement with the Acuitas Group Holdings, who committed to purchase shares of the MAI Series C Preferred Stock at a price of $8.84 per share. Upon NASDAQ uplifting and trading volume of stock, this equity commenced funding. On November 4, 2021, Acuitas Group Holdings wired $20,000,000 to MTI before the merger effective date with Net Element that occurred on November 5, 2021. As part of the merger transaction, Acuitas Group Holdings received 6,793,051 warrants with an adjusted exercise price of $8.84 and

matures in five years. The investor also received 2,767,745 shares of Series C Preferred Stock. The preferred shares and warrants have been registered for sale via the S-3 Registration Statement that became effective on February 3, 2022.

Cambria – Investment Banking Services Agreement

On July 16, 2021 and September 8, 2021, MTI agreed to a proposal with Cambria a placement agent services for investment offerings up to $3,000,000. As a result of the agreement, MTI is obligated to pay a financing fee of 6.0% of aggregate gross proceeds and warrants equal to 6.0% of the offering. To date, Cambria has raised $750,000 in equity financing. The equity purchases of Series C Preferred Stock have detached warrants with strike price of $8.84. The warrants have a five-year maturity. On November 5, 2021, the merger effective date, investors received e Series C Preferred Stock.

NOTE 7 – DEFICIENCY IN STOCKHOLDERS’ EQUITY – Continued

The table below represents the post-merger shares for equity capitalization. As of December 31, 2021, MAI issued Series C Preferred Stock and associated warrants to the investors within the Cambria relationship

Date	Series C Preferred Stock		Warrants	Additional Warrants		Maturity Date	Exercise Price
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		5,660	16,980	—		7/23/2026	$	8.84
7/23/2021		11,320	33,960	—		7/23/2026	$	8.84
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		—	—	9,016	*	7/23/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		11,320	33,960	—		9/8/2026	$	8.84
Total		84,900	254,698	9,016		—		—

● Represents placement agent fees to Cambria.

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LOSS PER SHARE

3 Months Ended

Dec. 31, 2021

LOSS PER SHARE

LOSS PER SHARE

NOTE 8 – LOSS PER SHARE

Earnings per common share (“EPS”) is computed by dividing net income allocated to common shareholders by the weighted-average common shares outstanding, excluding unvested common shares subject to repurchase or cancellation. Diluted EPS is computed by dividing income allocated to common shareholders plus dividends on dilutive convertible preferred stock and preferred stock that can be tendered to exercise warrants, by the weighted-average common shares outstanding plus amounts representing the dilutive effect of outstanding warrants and the dilution resulting from the conversion of convertible preferred stock, if applicable.

For the three months ended December 31, 2021 and 2020, the Series A Preferred Stock were excluded from the diluted share count because the result would have been antidilutive under the “if-converted method.” The warrants to purchases common shares of stock also were excluded from the computation because the result would have been antidilutive.

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MTI SHARE- BASED COMPENSATION

3 Months Ended

Dec. 31, 2021

MTI SHARE- BASED COMPENSATION

MTI SHARE- BASED COMPENSATION

NOTE 9 – MAI SHARE- BASED COMPENSATION

MAI has a share incentive plan as part of its annual discretionary share-based compensation programs. The plan includes consultants and employees, including directors and officers. For employees, they are notified of company share incentives during the onboarding process. The employee’s offer letter briefly describes the plan. Subject to the approval of MAI’s Board of Directors or its Compensation Committee and following the adoption of an equity incentive plan, employees are issued a specified number of shares of the MAI Common Shares. Employees are vested in 100% of the MAI shares after 12 months of continuous service. Additional MTI shares may be issued to employees over the next two years at anniversary date. Any disruption or separation of service results in the forfeiture of common shares. The total expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period. Since we are public company, the employee shares are valued each month, using the MULN closing stock price on the NASDAQ CM.

NOTE 9 – MAI SHARE- BASED COMPENSATION – Continued

Consulting agreements or MAI shares for services are determined by the number of MAI shares granted within the individual contracts, as well as the services provided by the consultant. The MAI shares specified within the individual agreements are negotiated and approved by our Chief Executive Officer. The consultant earns the MAI shares over the service period. The MAI shares are accounted for as professional fees within G&A expenses. Employee share issuances are part of Salaries expense. The expense recognized for share awards represents the grant date fair value of such awards, which is generally recognized as a charge to income ratably over the vesting period.

	For the three months ended December 31,
Composition of Stock-Based Compensation Expense	2021		2020
Employee MAI share issuance	$	1,604,293	$	566,179
MAI shares for services		2,495,487		26,162
MAI Share-Based compensation expense	$	4,099,780	$	592,341

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

3 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

NOTE 10 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	December 31, 2021		September 30, 2021
Accrued Expenses and Other Liabilities
Accrued expense - other	$	1,229,929	$	2,051,696
Accrued payroll		4,596,272		4,586,057
Accrued interest		12,446,496		12,489,012
Total	$	18,272,697	$	19,126,765

Accrued payroll represents salaries and benefits that are owed to employees, including payroll tax liabilities. Delinquent IRS and state tax liabilities as of December 31, 2021 and September 30, 2021 are $4,277,297 and $3,904,720, respectively. These tax liabilities have priority liens over MTI assets due to nonpayment of tax debt. The lien protects the government’s interest in all MTI property, including real estate, personal property and financial assets. See Note 18, Contingencies and Claims.

Accrued interest relates to finance charges on debt financing and represents interest on loans, and convertible notes payable throughout 2021. See Note 5, Debt.

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NOTE RECEIVABLE

3 Months Ended

Dec. 31, 2021

NOTE RECEIVABLE

NOTE RECEIVABLE

NOTE 11 – NOTE RECEIVABLE

On October 8, 2021, MAI (through MTI) and CEOcast, Inc. entered into an agreement, whereby CEOCast, Inc. irrevocably committed to purchase, and MAI irrevocably committed to sell $15 million in warrants to acquire shares of common stock. The aggregate purchase price will be paid to MTI at closing by means of a full recourse promissory note. MAI will issue pre-funded warrants that are registered in the name of CEOcast, Inc. The investor is committed to pay to MAI (through MTI) in the principal amount of $15 million. The note receivable bears no interest, and the payment of principal will be made in 6 equal monthly installments beginning on the first business day of the calendar month . Before payments begin to the Company, the shares underlying the warrants must be registered via an effective registration statement filed with the U.S. Securities and Exchange Commission.

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LIABILITY TO ISSUE STOCK

3 Months Ended

Dec. 31, 2021

LIABILITY TO ISSUE STOCK

LIABILITY TO ISSUE STOCK

NOTE 12 – LIABILITY TO ISSUE STOCK

Liability represents stock payable that is accrued for and issuable at a future date for Preferred Management Partners and Cambria Investment Banking Services. See Note 18, Commitments and Contingencies, and Note 20, Subsequent Events.

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

3 Months Ended

Dec. 31, 2021

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

NOTE 13 – PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Property, equipment, and leasehold improvements, net consists of the following:

	December 31,		September 30,
	2021		2021
Building	$	8,078,757	$	804,654
Furniture and Equipment		485,534		111,102
Vehicles		45,887		45,887
Computer Hardware and Software		172,505		139,742
Machinery and Equipment		6,946,019		2,597,654
Leasehold Improvements		40,367		66,379
Subtotal		15,769,069		3,765,418
Less: Accumulated Depreciation		(2,665,364)		(2,583,941)
Property, Equipment and Leasehold Improvements, Net	$	13,103,705	$	1,181,477

Depreciation expense related to property, equipment and leasehold improvements for the three months ended December 31, 2021, and 2020 was $84,022 and $102,495, respectively.

On November 12, 2021, Mullen Investment Properties, LLC, MAI real estate wholly owned subsidiary, completed the $12,000,000 purchase of the Tunica County, MS property ("Advanced Manufacturing and Engineering Center" or "AMEC"). The property is approximately 127,400sf EV manufacturing facility and a small shed for storage. The property is located at 1 Greentech Drive, in the City of Robinsonville, MS. AMEC will be used to class 1 and class 2 EV cargo vans and the Mullen FIVE Crossover. The facility currently occupies 124,000 square feet of manufacturing space. The total available land on the property is over 100 acres. On the expanded site, Mullen plans to build a body shop, fully automated paint shop and a general assembly shop.

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OTHER ASSETS

3 Months Ended

Dec. 31, 2021

OTHER ASSETS

OTHER ASSETS

NOTE 14 – OTHER ASSETS

Other assets consist of the following:

	December 31, 2021		September 30, 2021
Other Assets
Coda Materials	$	76,588	$	76,587
Show Room Cars		4,082,665		2,739,995
Security Deposits		186,640		186,640
Deposit on Property (See Note 16)		—		1,240,000
Total Other Assets	$	4,345,893	$	4,243,222

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OPERATING EXPENSES

3 Months Ended

Dec. 31, 2021

OPERATING EXPENSES

OPERATING EXPENSES

NOTE 15 – OPERATING EXPENSES

General and Administrative Expenses consists of the following:

	Three months ended December 31,
	2021		2020
Professional fees	$	5,139,332	$	941,728
Salaries		3,161,920		1,151,668
Depreciation and amortization		307,699		108,427
Lease		459,535		356,168
Settlements and penalties		294,812		54,588
Employee benefits		368,052		83,293
Utilities and office expense		179,028		67,457
Advertising and promotions		2,452,790		29,541
Taxes and licenses		72,279		5,130
Repairs and maintenance		19,220		41,880
Other		446,416		112,798
Total	$	12,901,084	$	2,952,678

Within professional fees is MTI shares for services, which is the issuance of MTI shares for services rendered to consultants and professional service firms. The expense is recorded at fair value of MTI shares issued (see Note 15, Other Assets). For the three months ended December 31, 2021 and 2020, the Company recorded $916,295 and $26,162, respectively, for shares for services.

Research and development consist of the following:

	Three months ended December 31
	2021		2020
Research & Development
Professional fees	$	1,157,323	$	518,023
Total	$	1,157,323	$	518,023

Research and development costs are expensed as incurred. Research and development expenses primarily consist of Mullen Five EV show car development and are primarily comprised of personnel-related costs for employees and consultants.

In December 2020, the Company entered into an agreement with Thurner, Inc. to design and develop two show electric vehicles. The car design was completed during Q3 2021. The total cost for Phase 1 is $483,254.

In December 2020, MTI entered into a Statement of Work with Phiaro, Inc. for its show car development for approximately $1.6 million. The show car project program started in December 2020 and completed November 2021. The program is for the initial show car development of the Mullen Five, which is a mid-size electric SUV. The program start began in January 2021. The initial show cars in development consist of two mid-size electric SUVs.

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LEASES

3 Months Ended

Dec. 31, 2021

LEASES

LEASES

NOTE 16 – LEASES

MTI (now assumed by MAI due to the merger) has entered into various operating lease agreements for certain of its offices, manufacturing and warehouse facilities, and corporate jet. We have implemented the provisions of ASC 842, on October 1, 2019. Operating leases are included in right-of-use assets, and current and noncurrent portion of lease liabilities, as appropriate. These right-of-use assets also includes any lease payments made and initial direct costs incurred at lease commencement and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We have lease agreements which require payments for both lease and non-lease components and has elected to account for these as a single lease component. Certain leases provide for annual increases to lease payment based on an index or rate. We calculate the present value of future lease payments based on the index or at the lease commencement date for new leases.

The table below presents information regarding our lease assets and liabilities.

	December 31, 2021			September 30, 2021
Assets:
Operating lease right-of-use assets	$	2,213,991		$	2,350,929
Liabilities:
Operating lease liabilities, current		(623,343)			(599,898)
Operating lease liabilities, non-current		(1,697,222)			(1,857,894)
Total lease liabilities	$	(2,320,565)		$	(2,457,792)
Weighted average remaining lease terms:
Operating leases		3.14 years			3.34 years
Weighted average discount rate:
Operating leases		28	%		28	%
Cash paid for amounts included in the measurement of lease liabilities for the fiscal year ended September 30, 2021, and 2020	$	293,387		$	1,057,438

Operating lease costs:	For the three months ended December 31,
	2021		2020
Fixed lease cost	$	286,482	$	150,235
Variable lease cost		129,605		199,367
Short-term lease cost		96,592		27,795
Sublease income		(53,144)		(21,229)
Total operating lease costs	$	459,535	$	356,168

Operating Lease Commitments

Our leases primarily consist of land, land and building, or equipment leases. Our lease obligations are based upon contractual minimum rates. Most leases provide that we pay taxes, maintenance, insurance and operating expenses applicable to the premises. The initial term for most real property leases is typically 1 to 3 years, with renewal options of 1 to 5 years, and may include rent escalation clauses. For financing obligations, a portion of the periodic lease payments is recognized as interest expense and the remainder reduces the obligations. For operating leases, rent is recognized on a straight-line basis over the lease term, including scheduled rent increases and rent holidays.

NOTE 16 – LEASES – Continued

The following table reflects maturities of operating lease liabilities at December 31, 2021:

Years ending
December 31,
2022 (9 months)	$	908,149
2023		1,157,693
2024		824,287
2025		436,155
2026		222,787
Thereafter		—
Total lease payments	$	3,549,071
Less: Imputed interest		(1,228,506)
Present value of lease liabilities	$	2,320,565

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INCOME TAXES

3 Months Ended

Dec. 31, 2021

INCOME TAXES.

INCOME TAXES

NOTE 17 – INCOME TAXES

On December 2, 2019, we entered into a tax sharing agreement with Mullen Technologies Inc. Although our results are included in the Mullen Technologies consolidated tax return for U.S. federal income tax purposes, our tax provision is calculated primarily as though MAI was a separate taxpayer. However, under certain circumstances, transactions between us and Mullen Technology are assessed using consolidated tax return rules. Tax sharing agreement governs the payment of tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing of tax returns, and provide for certain other matters relating to taxes

For the quarter ended December 31, 2021 and years ended September 30, 2021 and 2020, we had income tax NOL carryforwards of approximately $193 million for Federal and $192 million for California, which will expire as follows:

NOL Carryforward
	December 31,		September 30,
	2021		2021
Federal
2034-2037	$	36,566,294	$	29,838,716
Indefinite	$	199,385,113	$	162,818,819
Total Federal	$	235,951,407	$	192,657,535
California
2034-2040	$	194,955,026	$	191,722,566
Total California	$	194,955,026	$	191,722,566

	December 31,		December 31,		September 30,		September 30,
	2021		2021 - %		2021		2021 - %
Income tax benefit at statutory rate	$	(7,657,427)	21.00	%	$	(9,247,200)	21.00	%
State income taxes		—	—	%		800	—	%
Permanent Differences		430,252	(0.35)	%		158,166	(0.36)	%
Valuation Allowance		7,229,304	(20.65)	%		9,091,163	(20.65)	%
Other		(2,129)	—	%		(2,129)	—	%
Total (benefit) provision for income taxes	$	—	—	%	$	800	—	%

We record deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred income tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities.

NOTE 17 – INCOME TAXES – Continued

Significant components of the Company’s net deferred tax assets as of December 31, 2021 and September 30, 2021 and 2020 are as follows:

	December 31,		September 30,		September 30,
	2021		2021		2020
Deferred tax assets:
Net Operating loss carryforwards		66,000,217		38,676,405		31,413,378
Charitable Contributions		—		894		1,176
Accrued Expenses		226,308		315,555		104,164
Impairment Other		—		—		83,845
Other Assets		—		364,419		261,842
163(j) Limitation		19,203,511		14,491,332		4,178,291
Total gross deferred tax assets		85,430,036		53,848,604		36,042,696
Less valuation allowance		(85,430,036)		(53,416,875)		(35,747,087)
Total net deferred tax assets		332,578		431,729		295,609
Deferred tax liabilities:
Intangibles		(223,676)		(146,639)		(157,641)
Fixed Assets		(108,902)		(284,922)		(137,632)
Other		—		(168)		(336)
Total deferred tax liabilities		(332,578)		(431,729)		(295,609)
Net deferred tax assets	$	—	$	—	$	—

For the quarter ended December 31, 2021 and years ended September 30, 2021 and 2020, we recorded a full valuation allowance against the deferred tax assets because we do not believe that the deferred tax assets recorded in 2021 and 2020 are more likely than not to be realizable.

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CONTINGENCIES AND CLAIMS

3 Months Ended

Dec. 31, 2021

CONTINGENCIES AND CLAIMS

CONTINGENCIES AND CLAIMS

NOTE 18 – CONTINGENCIES AND CLAIMS

ASC 450 governs the disclosure and recognition of loss contingencies, including potential losses from litigation, regulatory, tax and other matters. The accounting standard defines a “loss contingency” as “an existing condition, situation, or set of circumstances involving uncertainty as to possible loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur.” ASC 450 requires accrual for a loss contingency when it is “probable that one or more future events will occur confirming the fact of loss” and “the amount of the loss can be reasonably estimated.”

From time to time, we are subject to asserted and actual claims and lawsuits arising in the ordinary course of business. Company management reviews any such legal proceedings and claims on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and it discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our consolidated financial statements to not be misleading. To estimate whether a loss contingency should be accrued by a charge to income, management evaluates, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. We do not record liabilities when the likelihood is probable, but the amount cannot be reasonably estimated.

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

Preferred Management Partners, Inc. – Consulting Agreement

On September 23, 2021, MAI entered into a consulting arrangement with Preferred Management Partners, Inc. The Company hereby engages Preferred Management, Inc. to resume negotiations between MAI and Qiantu Motor Cars to enable the Company to procure the intellectual property ownership rights related to the K-50 automobile. As compensation for entering into this agreement and providing services to MAI, the consultant will receive 750,000 unrestricted publicly traded shares of the Company’s common stock registered on Form S-8 registration statement. If the consultant is successful, the Company will pay the consultant an additional 750,000 unrestricted shares of common stock registered on Form S-8 registration statement. As of this date, the Form S-8 registration statement has been filed but not declared effective until January 11, 2022. The Company has recognized an obligation to issue these shares and a related deferred charge for these consulting services on the condensed consolidated balance sheet.

Equity Financing Transactions

$30M common stock purchase

On September 1, 2021, Mullen Technologies and Esousa Holdings LLC (“Esousa”) entered into a Securities Purchase Agreement (the “Equity Line of Credit”) whereby the Esousa Holdings, LLC committed to purchase up to an aggregate of up to $30,000,000, or $2.5 million per month, in Common Stock over a twelve-month period. At the effective time of the Merger, the obligations under the Equity Line of Credit were assumed by the Company.

The number of shares of Common Stock issued by the Company at each draw down date is calculated by multiplying 125% by the amount of each draw down (up to $2,500,000) and then dividing by the closing sale price of the Common Stock on the principal securities exchange or trading market on which the Common Stock is listed or trading on the trading day immediately prior to the draw down. The number of Common Shares issued is then subject to adjustment and will be issued at a purchase price per share equal to 95% of the dollar volume-weighted average price per share of Common Stock during the ten trading days following the draw down date.

As a condition to the obligation of the investor to fund the Equity Line of Credit, the Company must file an SEC registration statement covering the sale of the Common Stock issued under the Equity Line of Credit and such registration statement must be declared effective. The Company shall not issue any Common Stock under the Equity Line of Credit if that would result in Esousa’s beneficial ownership equaling more than 9.9% of the Company’s outstanding Common Stock.

International Business Machines (“IBM”)

We previously recorded a $4.5 million liability associated with a lawsuit with IBM, in which IBM contended that we had not fulfilled our obligations pursuant to a contract entered into during 2017. On April 28, 2020, the Supreme Court of the State of New York granted summary judgment in favor of IBM’s claim for breach of contract. The Court, however, found that a trial (inquest) was required to determine the damages to which IBM is entitled. We proposed an offer in settlement to resolve the matter, with the parties proceeding under the Joint Development and Technology License Agreement and all rights restored to us under the Trademark License Agreement. On December 1, 2021, the Supreme Court of the State of New York entered a judgment of $5.6 million to IBM. On December 2, 2021, we filed a Notice of Appeal. As a result, we recorded an additional charge, increasing the liability to the adjudicated amount.

Federal and State Tax Liabilities

We have recorded a $4.2 million liability at December 31, 2021 associated with past due amounts owed to the Internal Revenue Service (“IRS”) and the Employment Development Department of California (“EDD”) for failing to remit payroll taxes associated with MTI and the Company’s employees.

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

The IRS has filed a lien on substantially all of our assets. On April 28, 2021, MTI entered into an installment agreement with the EDD to pay $10,000 per month related to unpaid state payroll tax liabilities of $370,067 plus accrued interest. Monthly payments of $10,000 are being made and will continue until paid in full.

Raymond James and Associates (“RJA”) – Investment Banking Services Agreement

On May 5, 2020, MTI entered into an agreement with Raymond James & Associates for public offering and placement agent services. The agreement called for payment of a cash retainer of $50,000, which remains unpaid. Upon the closing of any public offering, regardless of whether RJA procured the agreement regarding the offering, we are obligated to pay a financing fee of equal to the greater of a) 6.0% of aggregate gross proceeds and b) $3,000,000.

Linghang Boao Group, LTD

In November 2019, we entered into a three-year Strategic Cooperation Agreement (“SCA”) with Linghang Boao Group LTD to co-develop a Solid- State Battery Management system with a 480 - 720-mile Driving Range. The Company’s total financial commitment under the SCA is $2,196,000. On December 3, 2019, we paid the first installment of $390,000. The remaining installments are payable upon the earlier of certain dates or the achievement of defined milestones.

The contractual target dates and milestones have been severely disrupted due to the occurrence COVID-19. As a result, our management believes the COVID-19 pandemic represents a Force Majeure event (that is, the pandemic has impacted our and Linghang Boao Group LTD’s ability to meet their respective contractual obligations due to restriction in movement, stoppage of production, increase in costs due to scarcity of raw materials components, labor shortages, shortage of funds, disruption in the supply chains, U.S. governmental closures of ports/borders and travel restrictions). Based on the foregoing, we believe there is no breach of contract due to our failure of performance. Unfortunately, we have sustained a loss of $390,000 at September 30, 2020 due to contract nonperformance and force majeure. There are no accrued liabilities recorded for any remaining milestone payments at December 31, 2021.

Our management has notified Linghang Boao Group of the decision to invoke the force majeure provision of the Strategic Cooperation Agreement due to the inability of the parties to perform caused by the global Pandemic.

ASC GEM Equity Line Financing

On January 4, 2021, MTI entered into a $350,000,000 equity line financing agreement with GEM Global Yield LLC (“Purchaser”) and GEM Yield Bahamas Limited (“GEM”). MAI plans to issue and sell common shares to GEM up to the number of common shares having an aggregate value of $350,000,000. The Purchaser will buy MAI shares based on the operational needs and/or drawdowns of the Company. If the aggregate limit has been reached, the Purchaser will increase the aggregate limit in an amount up to $150,000,000. The commitment fee, equal to 2% of the Aggregate Limit, will be charged for each draw-down. The fee may be paid in cash or freely tradeable common shares of the Company. The commitment begins when we effect the public listing of MAI common stock for trading on a U.S. national securities exchange. The agreement matures in 36 months after the public listing of MAI common shares.

Pursuant to the GEM Agreement, the commitment began on the “Public Listing Date”, defined as the date that we effected (i) a “Reverse Merger Transaction” (defined in the GEM Agreement as a reverse merger of a similar transaction between MAI and a special purpose acquisition company whose securities are publicly traded) or (ii) the direct listing of the Company’s common stock on a public market. Further to the GEM Agreement, we are obligated to issue warrants providing GEM the right to purchase up to 6.6% of our common shares outstanding on the Public Listing Date. As the Company is not effecting a Reverse Merger Transaction (that is, Net Element is not a special purpose acquisition company) nor is the Company effecting a direct listing of its common shares, the Company does not believe it is obligated under the GEM Agreement to pay fees nor issue warrants to GEM. In addition, the Company has agreed with a lender of its convertible promissory notes that the Company would not initiate utilization of the GEM Agreement.

NOTE 18 – CONTINGENCIES AND CLAIMS – Continued

As the Company did not effect a Reverse Merger Transaction as defined in the GEM agreement (that is, Net Element was not a special purpose acquisition company) nor did the Company effect a direct listing of its common shares, the Company does not believe it is obligated to pay fees nor issue warrants to GEM under the GEM Agreement. In addition, the Company has agreed with a lender of its convertible promissory notes that the Company would not initiate utilization of the GEM Agreement. Based upon information presently known to management, the Company believes that the potential liability will not have a material adverse effect on its financial condition, cash flows or results of operations. Therefore, no liability has been reflected on the condensed consolidated financial statements.

Odyssey Group Settlement

On August 13, 2021, MTI and Odyssey Group reached a settlement concerning disputes and differences that arose from collections on invoices and liens pending pursuant to Odyssey’s Client Account and the Odyssey Group Consulting Agreement. Odyssey alleged that the MTI owed $503,637 at March 31, 2021. The parties agreed that Odyssey would receive $50,000 and 500,000 shares of MTI common stock (pre-merger). Additionally, Odyssey will receive an equivalent of $10,000 in cash or common stock from MAI. The obligation to pay Odyssey may be terminated by either party upon 30-days’ notice by either party. A release of liability for the amounts owed on the Consulting arrangement was signed and executed on the settlement date. The Company has issued Odyssey the 500,000 common shares worth $1.25 million and paid $50,000 in cash and common stock. The $10,000 in cash or common stock provision has not been terminated by either party.

Litigation

On May 28, 2021, a Net Element shareholder filed a complaint against Net Element and Mullen Acquisition, Inc., and certain named individuals regarding the proposed merger transaction. The complaint alleges, among other things, a potential dilution of the value of Net Elements stock and a failure to act in with a fiduciary duty to its stakeholders. On September 3, 2021, a Net Element shareholder filed a lawsuit against Net Element, Mullen Technologies, Inc. and Mullen Acquisition, Inc., and certain individuals regarding the proposed merger agreement. The lawsuit alleges material omissions regarding the merger transaction and seeks to prevent the consummation of the merger agreement, as well as certain other equitable relief.

Based upon information presently known to management, the Company believes that the potential liability from the May 2021 complaint and September 2021 lawsuit, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Therefore, no liability has been reflected on the financial statements.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 19 – RELATED PARTY TRANSACTIONS

At December 31, 2021 and September 30, 2021, respectively, the Drawbridge Investments, LLC relationship comprised various loans and advances, common shares, and preferred shares. The Drawbridge loans are currently in default. The Common and Preferred Shares presented are shares in MAI, since issued MTI shares were exchanged due to the merger.

Drawbridge Related Transactions
(Cumulative)	December 31, 2021					September 30, 2021
Description	Loan Principal		# of Shares	FV of Shares		Loan Principal		# of Shares	FV of Shares
Various Notes	$	13,831,554	—	$	—	$	23,831,554	—	$	—
Common Shares		—	8,130,384		42,524,523		—	8,130,384		66,994,364
Preferred Shares - Series A		—	2,335		3,012		—	2,335		3,012
Preferred Shares - Series B		—	5,567,319		49,215,100		—	5,567,319		49,215,100
Total Related Party Transactions	$	13,831,554	13,700,038	$	91,742,635	$	23,831,554	13,700,038	$	116,212,476

*    Shares are MTI common and preferred shares.

NOTE 19 – RELATED PARTY TRANSACTIONS – Continued

The default interest rate on the Drawbridge loans is 28% per annum, and accrued interest is $11,536,371 at December 31, 2021.

Chief Executive Officer Loans to MAI

From time to time, the Company’s CEO provides loans to the Company. The outstanding balances for these loans was zero and $479,914 at September 30, 2021. During the three months ended December 31, 2021, the Company repaid the outstanding loan balance in full.

William Miltner

William Miltner is a litigation attorney who provides legal services to Mullen Technologies and its subsidiaries. Mr. Miltner also is an elected Director for MAI, beginning his term in August 2021. For the three months ended December 31, 2021, Mr. Miltner received $231,483 for services rendered to us. Mr. Miltner has been providing legal services to the Company since 2020.

Consulting Agreement

On October 26, 2021, MAI entered into a consulting agreement with Mary Winters, Corporate Secretary and Director, to compensate for Corporate Secretary Services and director responsibilities for the period of October 1, 2021, for one fiscal year ending September 30, 2022, in the amount of $60,000 annually or $5,000 per month.

Equity Warrants (EXCHANGE AGREEMENT and EQUITY WARRANTS)

During 2020 and 2021, as part of the merger with Net Element, we entered into an Exchange Agreement and subsequent amendments with certain holders of convertible debt as an incentive to convert their convertible debt into shares of our series C preferred stock. In connection with this agreement, the Company issued warrants to these investors, which represents a share-based equity incentive (“Series Preferred C Investors”). Series C Preferred Investors also purchased Series Preferred C Stock with detached warrants. The warrants have a fixed and determinable price of $8.84 per common share. The fair value of the MAI warrants is $133,269,241 as of December 31, 2021.

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SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 20 – SUBSEQUENT EVENTS

Company management has evaluated subsequent events through February 14, 2022, which is the date these financial statements were available to be issued. Except as discussed below, management has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the carve-out financial statements:

Short-Term Financing

On January 14, 2022, MAI executed a Letter of Intent (“LOI”) with Mark Betor, MAI Director, for a $1,000,000 loan. The loan terms are as follows:

● $250,000 loan advance upon the execution of LOI

● $750,000 remaining balance is paid to Mullen Automotive upon execution of transaction documents

Loan will be evidenced by a Promissory Note with a maturity date for full repayment of loan no later than 90 days from January 11, 2022. Total agreed repayment amount is $1,150,000. Collateral is a first lien position 1 Greentech Drive, Tunica, MS. MAI Board of Directors approved transaction on January 18, 2022. Mr. Betor abstained from voting.

NOTE 20 – SUBSEQUENT EVENTS – Continued

S-3 Registration Statement

The SEC registration statement that became effective February 3, 2022, the Conversion Shares and Warrant Shares were included as required by that certain Registration Rights Agreement, entered into among Mullen Technologies, Inc (“Mullen Technologies”) and certain of the Selling Stockholders (the “Registration Rights Agreement”) and that certain Exchange Agreement, entered into among Mullen Technologies and certain of the Selling Stockholders (the “Exchange Agreement”).

The securities that were registered for resale, in aggregate totaled 228,568,886 shares of common stock.

● 11,392,058 shares of our Common Stock issued to David Michery, our Chief Executive Officer and other stockholders,

● 148,139,757 shares of our Common Stock issuable upon exercise of the Warrants,

● 2,454,240 shares of our Common Stock issuable upon conversion of the Note Shares,

● 5,567,319 shares of our Common Stock issuable upon conversion of our Series B Preferred Stock,

● 30,087,677 shares of our Common Stock issuable upon conversion of our Series C Preferred Stock and, up to 30,927,835 shares of Common Stock issuable pursuant to the Equity Line of Credit.

No proceeds are expected from the sale or disposition of the shares of common stock. However, proceeds may be received on the from the exercise of warrants and note shares.

Warrant Exercises

The table below reflects the number of warrant exercises and common shares granted since the warrant shares were registered under the SEC registration statement became effective on February 3, 2022.

		# of Warrants	# of Common Stock
Date	Registered Investor Name	Exercised	Requested
2/1/2022	Acuitas Capital LLC	259,033	709,217
2/1/2022	Esousa Holdings LLC	129,516	354,608
2/4/2022	JADR Consulting Limited PTY	50,000	126,558
2/4/2022	TDR Capital	50,000	126,558
2/4/2022	Friedlander, Michael	16,000	40,905
2/9/2022	Mogul, Jess	100,000	347,747
2/9/2022	Fallon, Jim	100,000	347,747
2/10/2022	TDR Capital	400,000	1,449,766
2/10/2022	JADR Consulting Limited PTY	400,000	1,449,766
2/10/2022	Acuitas Capital LLC	137,235	500,000
2/11/2022	Mogul, Jess	62,674	505,109
2/11/2022	Fallon, Jim	31,610	254,781
	Total	1,736,068	6,212,762

$30 Million Esousa Equity Line of Credit – Drawdown

On September 1, 2021, Mullen Technologies and Esousa Holdings LLC (“Esousa”) entered into a Securities Purchase Agreement (the “Equity Line of Credit”) whereby the Esousa Holdings, LLC committed to purchase up to an aggregate of up to $30,000,000, or $2.5 million per month, in Common Stock over a twelve-month period. At the effective time of the Merger, the obligations under the Equity Line of Credit were assumed by the Company.

NOTE 20 – SUBSEQUENT EVENTS – Continued

As a condition to the obligation of the investor to fund the Equity Line of Credit, the Company must file an SEC registration statement covering the sale of the Common Stock issued under the Equity Line of Credit and such registration statement must be declared effective. The Company shall not issue any Common Stock under the Equity Line of Credit if that would result in Esousa’s beneficial ownership equaling more than 9.9% of the Company’s outstanding Common Stock. The SEC Registration Statement was filed on February 1, 2022 and became effective on February 3, 2022.

On February 4, 2022, MAI received $1,125,000 from the equity line of credit. As part of the transaction, Esousa Holdings, LLC received 1,144,688 common shares. The formula is based on $2.5 million divide by the daily closing price of the MAI, which was $2.73) multiplied by 125%. MAI expects to drawdown the remaining balance of the $2.5 million in mid to late February 2022.

S-8 Registration Statement

This Registration Statement on Form S-8 (the “Registration Statement”) registers an additional 5,979,500 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Mullen Automotive Inc. (the “Company”), issuable pursuant to the Company’s 2013 Equity Incentive Plan, as amended (the “2013 Plan”).

Preferred Management Partners, Inc. – Consulting Agreement

In September 2021, Preferred Management Partners entered into a consulting agreement to provide services to MAI. The compensation arrangement is as follows:

● Consultant will receive 750,000 unrestricted publicly traded shares of the Company’s common stock registered on Form S-8 Registration statement.

For FYE 2021, the common shares were accounted for within Liability to Issue Stock since the S-8 Registration Statement had not been filed. On January 11, 2022, the Company filed with the SEC and Preferred Management Partners received their 750,000 common shares. The share issuance will now be accounted for within equity.  

Sales of Unregistered Securities

On January 18, 2022, MAI approved the issuance of an aggregate of 1,908,000 shares of its common stock to certain employees of the Company, including the executive officers listed below:

Name	Shares
David Michery	1,000,000
Kerri Sadler	300,000
Jerry Alban	300,000
Calin Popa	50,000

Such securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The issuance of such securities have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration requirements.

NOTE 20 – SUBSEQUENT EVENTS – Continued

Amendment to Convertible Preferred Security and Warrant Agreements

On February 10, 2022, MAI and Esousa Holdings, LLC agreed to amend to provisions within the Securities Purchase Agreements:

● The Holders irrevocably and forever waive their rights under section 2 (c) and 2 (d) of the Warrant, and under section 4 (c) of the Series C Convertible Preferred.

● For purposes of section 1 (b), Exercise Price, in the Warrant, the exercise price shall be modified from 0.6877 to $8.834.

● Under Section 16 (b) of the Warrant, the definition of Black Scholes Value shall be modified so that the Black Scholes Value shall be increased by $3.00 per Warrant. For example, if the calculations under Section 16 resulted in a value of $7.72, as a result of this Amendment the Black Scholes Value would be increased to $10.72.

● Under 4(c) of the Convertible Note, the Company will not be subjected to a new issuance price due to subsequent financing less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Push-Down Accounting

Push-Down Accounting

The carve-out financial statements reflect costs and expenses incurred by MTI on behalf of MAI, including interest costs. As a result, share-based compensation, and other equity transactions (such as issuances of warrants and stock conversion rights embedded in issuances of indebtedness) are reflected in these carve-out financial statements. Accordingly, the classification of debt and equity issuances by MTI have been pushed down and reflected with similar classification in these carve-out financial statements. In addition, certain right-of-use assets and related lease liabilities of MTI have been pushed down to MAI.

Reverse Merger and Recapitalization

Reverse Merger and Recapitalization

The November 2021 Business Combination with Net Element was accounted for as a reverse merger and recapitalization, with Net Element treated as the “acquired” company for accounting purposes. The Business Combination was accounted as the equivalent of Mullen Automotive, Inc. issuing stock for the net assets of Net Element, accompanied by a recapitalization. Accordingly, these financial statements reflect the share capital and weighted average shares outstanding via a retrospective recapitalization as shares representing the exchange ratio established in the Business Combination.

Use of Estimates

Use of Estimates

The preparation of carve-out financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the carve-out financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, fair value of long-lived assets, fair value of financial instruments, depreciable lives of property and equipment, income taxes, contingencies, and inputs used to value stock-based compensation, valuation of common and preferred stock issued by MTI.

Additionally, the rates of interest on several debt agreements have been imputed where there was no stated interest rate within the original agreement. The imputed interest results in adjustments to the debt amounts reported in our condensed consolidated financial statements prepared under U.S. GAAP. Loan valuations issues can arise when trying to determine the debt attributes, such as discount rate, credit loss factors, liquidity discounts, and pricing.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for adjustments about the carrying values of assets and liabilities and the recording of costs and expenses that are not readily apparent from other sources. The actual results may differ materially from these estimates.

Risks and Uncertainties

Risks and Uncertainties

We operate within an industry that is subject to rapid technological change, intense competition, and serves an industry that has significant government regulations. It is subject to significant risks and uncertainties, including competitive, financial, developmental, operational, technological, required knowledge of industry governmental regulations, and other risks associated with an emerging business. Any one or combination of these or other risks could have a substantial influence on our future operations and prospects for commercial success.

Cash and Cash Equivalents

Cash and Cash Equivalents

Company management considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents at December 31, 2021 or September 30, 2021.

Restricted Cash

Restricted Cash

Funds that are not available for immediate use and must use for a specific purpose. These funds are refundable deposits for individuals and businesses who have made $100 reservations for the Mullen FIVE SUV, which debuted at the Los Angeles Auto Show in November 2021. At December 31, 2021, the restricted cash balance was $61,000. Customer deposits are accounted for within other liabilities

Deferred Advertising

Deferred Advertising

At December 31, 2021 and September 30, 2021, deferred advertising was zero and $261,550, respectively. The cost were primarily upfront costs paid related to the Los Angeles auto show during November 2021.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses consist of various advance payments made for goods or services to be received in the future. These prepaid expenses include insurance and other contracted services requiring up-front payments.

Property, Equipment and Leasehold Improvements, Net

Property, Equipment and Leasehold Improvements, Net

Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred.

Estimated Useful Lives

Description	Life
Buildings	30 Years
Furniture and Equipment	5 Years
Computer and Software	1 – 3 years
Machinery and Equipment	5 Years
Leasehold Improvements	Shorter of the estimated useful life or the underlying lease term
Vehicles	5 Years

Expenditures for major improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Company management continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Income Taxes

Income Taxes

Prior to Mullen’s capitalization and corporate reorganization, our operations were included in the tax filings of MTI. The cash and deferred tax positions between us and MTI and are formalized in a tax sharing agreement.

Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At December 31, 2021 and September 30, 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions.

The Company’s income tax provision consists of an estimate for U.S. federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a full valuation allowance against the value of our U.S. and state net deferred tax assets because management does not believe the recoverability of the tax assets meets the “more likely than not” likelihood at December 31, 2021 and September 30, 2021.

Intangible Assets

Intangible Assets

Intangible assets consist of acquired and developed intellectual property and website development costs. In accordance with ASC 350, “Intangibles—Goodwill and Others,” goodwill and other intangible assets with indefinite lives are no longer subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. Intangible assets with determinate lives are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Amortizable intangible assets generally are amortized on a straight-line basis over periods up to 36 months. The costs to periodically renew our intangible assets are expensed as incurred.

Other Assets

Other Assets

Other assets are comprised primarily of Coda electric vehicles, related parts and security deposits related to the Company’s property leases related to the EV business.

Extinguishment of Liabilities

Extinguishment of Liabilities

The Company derecognizes financial liabilities when the Company’s obligations are discharged, cancelled, or expired.

Leases

Leases

In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that lessees should recognize on its balance sheet, assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. Lessees shall classify all leases as finance or operating leases. The Company adopted ASU 2016-02, on October 1, 2019, which resulted in the recognition of the right-of-use assets and related obligations on its carve-out financial statements.

Accrued Expenses

Accrued Expenses

Accrued expenses are expenses that have been incurred but not yet paid and are classified within current liabilities on the consolidated balance sheets.

General and Administrative Expenses

General and Administrative Expenses

General and administrative (“G&A”) expenses include all non-production related expenses incurred by us in any given period. This includes expenses such as professional fees, salaries, rent, repairs and maintenance, utilities and office expense, employee benefits, depreciation and amortization, advertising and marketing, settlements and penalties, taxes, and licenses. Advertising costs are expensed as incurred and are included in G&A expenses. Other than trade show expenses which are deferred until occurrence of the future event, we expense advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”

Research and Development Costs

Research and Development Costs

Research and development costs are expensed as incurred and includes impairment charges in the amounts of $1,157,323 and $518,023 for the three months ended December 31, 2021 and 2020, respectively. Research and development expenses primarily consist of costs associated with the development of our Mullen Five show car.

Share-Based Compensation

Share-Based Compensation

We account for share-based awards issued by MAI in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, which requires fair value measurement on the grant date and recognition of compensation expense for all common shares of MAI issued to employees, non-employees and directors. The fair value of non-marketable share-based awards has been estimated based on an independent valuation. The MAI common and preferred share valuations have been appraised by an independent financial valuation advisor, based on assumptions management believes to be reasonable. Key assumptions and approaches to value used in estimating fair value, includes economic and industry data; business valuation; prior transactions; option value method and other cost, income and market value approaches. Share-based compensation is included within general and administrative expenses. Beginning on July 1, 2021, share based compensation awards have been valued based on valuation of the trading price of Net Element common stock, as adjusted for the share exchange ratio in the merger. See Note 9, MAI Share-Based Compensation, for the amount of share-based compensation expense that is included within General and Administrative expenses for the three months ended December 31, 2021 and 2020.

Other Financing Costs

Other Financing Costs

Pursuant to the terms of the First Amendment to the Company’s Agreement and Plan of Merger with Net Element, we incurred a daily $13,333 penalty for delays in the consummation of the merger transaction. We recorded charges of zero for the three months ended December 31, 2021 associated with these delays, which charges are included in the condensed consolidated statement of operations and are included in accounts payable in the consolidated balance sheet at December 31, 2021 and September 30, 2021.

Related Party Transactions

Related Party Transactions

We have related party transactions with certain of our directors, officers, and principal shareholders. These transactions, which are primarily long-term in nature, include operational loans, convertible debt, and warrants for financial support associated with the borrowing of funds and are entered into in the ordinary course of business.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

We apply fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, Company management considers the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

Concentrations of Business and Credit Risk

Concentrations of Business and Credit Risk

We maintain cash balances in several financial institutions that are insured by either the Federal Deposit Insurance Corporation or the National Credit Union Association up to certain federal limitations, generally $250,000. At times, our cash balance may exceed these federal limitations and maintains significant cash on hand at certain of its locations. However, we have not experienced any losses in such accounts and management believes we are not exposed to any significant credit risk on these accounts. There were no amounts in excess of insured limitations at December 31, 2021 and September 30, 2021.

Recently Issued and Adopted Accounting Standards

Recently Issued and Adopted Accounting Standards

In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) (Topic 350), “Intangibles - Goodwill and Others.” ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. We adopted ASU 2017-04, on October 1, 2020, which did not have a material impact on our consolidated balance sheets.

In September 2018, the FASB issued Accounting Standards Update No. 2018-07 (ASU 2018-07) ASU No. 2018-07 (Topic 718), “Compensation—Stock Compensation: Improvements to Nonemployee Share-Based Payment Accounting.” ASU 2018-07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. We adopted ASU 2018-07, on October 1, 2020, which did not have a material impact on our consolidated statements of operations.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related earnings per share guidance for both Subtopics. The ASU will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years and early adoption is permitted. Company management is evaluating the future impact this guidance on our consolidated financial statements.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU will be effective for fiscal years beginning after December 15, 2021, (December 15, 2023 for smaller reporting companies). We have issued debt and equity instruments, the accounting for which could be impacted by this update. Company management is evaluating the impact this guidance on our financial condition and results of operations.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Property, Equipment and Leasehold Improvements, Net Useful Lives

Description	Life
Buildings	30 Years
Furniture and Equipment	5 Years
Computer and Software	1 – 3 years
Machinery and Equipment	5 Years
Leasehold Improvements	Shorter of the estimated useful life or the underlying lease term
Vehicles	5 Years

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Dec. 31, 2021

INTANGIBLE ASSETS

Schedule of finite lived intangible assets

	December 31, 2021						September 30, 2021
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
Finite-Lived Intangible Assets	Amount		Amortization		Amount		Amount		Amortization		Amount
Website design and development	$	2,660,391	$	(443,399)	$	2,216,992	$	2,660,391	$	(221,699)	$	2,438,692
Intellectual property		71,182		(71,182)		—		71,182		(69,205)		1,977
Trademark		59,951		—		59,951		54,590		—		54,590
Total Finite-Lived Intangible Assets	$	2,791,524	$	(514,581)	$	2,276,943	$	2,786,163	$	(290,904)	$	2,495,259

Schedule of future amortization expense for finite-lived intellectual property

Years Ended December 31,	Future Amortization
2022 (nine months)	$	670,458
2023		886,797
2024		719,688
Total Future Amortization Expense	$	2,276,943

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DEBT (Tables)

3 Months Ended

Dec. 31, 2021

DEBT

Schedule of indebtedness of short term and long term debt

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	3,718,585	$	3,718,585	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		14,531,554		14,531,554		—	28.00	%	2021 – 2022
Real Estate Note		274,983		36,724		238,259	5.00	%	2023
Loan Advances		618,158		618,158		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		—		—		—	NA		NA
Total Debt	$	19,143,280	$	18,905,021	$	238,259	NA		NA

NOTE 5 – DEBT – Continued

The following is a summary of our indebtedness at September 30, 2021:

	Net Carrying Value
	Unpaid Principal						Contractual		Contractual
Type of Debt	Balance		Current		Long-Term		Interest Rate		Maturity
Matured Notes	$	5,838,591	$	5,838,591	$	—	0.00% - 15.00	%	2016 - 2021
Promissory Notes		23,831,912		23,831,912		—	28.00	%	2021 – 2022
Demand Note		500,000		500,000		—	27.00	%	2020
Convertible Unsecured Notes		15,932,500		15,932,500		—	15.00%-20.00	%	2021 - 2022
Real Estate Note		283,881		36,269		247,612	5.00	%	2023
Loan Advances		1,122,253		1,122,253		—	0.00% - 10.00	%	2019 – 2020
Less: Debt Discount		(8,060,555)		(8,060,555)		—	NA		NA
Total Debt	$	39,448,582	$	39,200,970	$	247,612	NA		NA

Scheduled Debt Maturities

	Years Ended December 31,
	2022 (9 months)		2023		2024		Total
Total Debt	$	18,905,021	$	238,259	$	—	$	19,143,280

Schedule of Convertible Notes

	Convertible		Interest		Default		Maturity	Warrants		Exercise	Exercise
Date of Issuance	Note ($)		Rate		Interest Rate		Date	(#)		Date	Price ($)
8/26/2020	$	1,000,000	15	%	20	%	8/26/2021	226,397		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		200,000	15	%	20	%	8/26/2021	45,279		8/26/2025	$	8.84
8/26/2020		100,000	15	%	20	%	8/26/2021	22,640		8/26/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
9/25/2020		157,500	15	%	20	%	9/25/2021	44,572		9/25/2025	$	8.84
9/25/2020		105,000	15	%	20	%	9/25/2021	29,715		9/25/2025	$	8.84
10/12/2020		660,000	15	%	20	%	10/12/2021	203,757		10/12/2025	$	8.84
10/12/2020		33,000	15	%	20	%	10/12/2021	10,188		10/12/2025	$	8.84
10/12/2020		27,500	15	%	20	%	10/12/2021	8,490		10/12/2025	$	8.84
11/9/2020		660,000	15	%	20	%	11/9/2021	203,757		11/9/2025	$	8.84
11/9/2020		33,000	15	%	20	%	11/9/2021	10,188		11/9/2025	$	8.84
11/9/2020		27,500	15	%	20	%	11/9/2021	8,490		11/9/2025	$	8.84
12/7/2020		660,000	15	%	20	%	12/7/2021	203,756		12/7/2025	$	8.84
12/7/2020		33,000	15	%	20	%	12/7/2021	10,188		12/7/2025	$	8.84
12/7/2020		27,500	15	%	20	%	12/7/2021	8,490		12/7/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
12/15/2020		157,500	15	%	20	%	12/15/2021	44,572		12/15/2025	$	8.84
1/7/2021		660,000	15	%	—		1/7/2022	203,757		1/7/2026	$	8.84
1/7/2021		33,000	15	%	—		1/7/2022	10,188		1/7/2026	$	8.84
1/7/2021		27,500	15	%	—		1/7/2022	8,490		1/7/2026	$	8.84
1/7/2021		—	—		—		—	2,038	*	1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		82,500	15	%	—		1/7/2022	25,470		1/7/2026	$	8.84
1/7/2021		192,500	15	%	—		1/7/2022	59,429		1/7/2026	$	8.84
1/7/2021		110,000	15	%	—		1/7/2022	33,960		1/7/2026	$	8.84
3/10/2021		660,000	15	%	—		3/10/2022	203,757		3/10/2026	$	8.84
3/10/2021		33,000	15	%	—		3/10/2022	10,188		3/10/2026	$	8.84
3/10/2021		27,500	15	%	—		3/10/2022	8,490		3/10/2026	$	8.84
5/7/2021		—	—		—		—	82,326	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	33,316	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	10,504	**	5/7/2026	$	8.84
5/7/2021		—	—		—		—	19,167	**	5/7/2026	$	8.84
5/16/2021		4,400,000	15	%	20	%	5/16/2022	1,358,112		5/16/2026	$	8.84
7/22/2021		2,420,000	15	%	20	%	7/22/2022	746,961		7/22/2026	$	8.84
7/26/2021		1,100,000	15	%	20	%	7/26/2022	339,528		7/26/2026	$	8.84
8/19/2021		1,100,000	15	%	20	%	8/19/2022	339,528		8/19/2026	$	8.84
9/3/2021		550,000	15	%	20	%	9/3/2022	169,764		9/3/2026	$	8.84
10/5/2021		1,100,000	15	%	20	%	10/5/2022	395,712		10/5/2026	$	8.84
10/18/2021		385,000	15	%	20	%	10/18/2022	138,500		10/18/2026	$	8.84
10/19/2021		1,265,000	15	%	20	%	10/19/2022	455,068		10/19/2026	$	8.84
10/27/2021		550,000	15	%	20	%	10/27/2022	197,857		10/27/2026	$	8.84
10/27/2021		1,100,000	15	%	20	%	10/27/2022	395,712		10/27/2026	$	8.84
11/4/2021		2,750,000	15	%	20	%	11/4/2022	989,277		11/4/2026	$	8.84
11/5/2021		110,000	15	%	20	%	11/5/2022	37,356		11/5/2026	$	8.84
11/5/2021***		—	—		—		—	490,030		11/5/2026	$	8.84
Total	$	23,192,500	—		—		—	7,876,068		—		—

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DEFICIENCY IN STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Dec. 31, 2021

DEFICIENCY IN STOCKHOLDERS' EQUITY

Summary of warrant activity

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2021	4,924,447	$	8.84
Warrants exercised	—	$	—
Warrants granted	10,151,260	$	8.84
Warrants expired	—	$	—
Warrants outstanding at December 31, 2021	15,075,707	$	8.84

		Weighted Average
	MAI shares	Exercise Price
Warrants outstanding at September 30, 2020	540,905	$	8.84
Warrants exercised	—	$	—
Warrants granted	756,448	$	8.84
Warrants expired	(97,308)	$	8.84
Warrants outstanding at December 31, 2020	1,200,045	$	8.84

Schedule of assumptions used for warrants issued and outstanding

	December 31, 2021
Expected term (in years)		5.0
Volatility		135	%
Dividend yield		0.00	%
Risk-free interest rate		0.98%-1.17	%
Common stock price	$	4.16

Schedule of post-merger shares for equity capitalization

Date	Series C Preferred Stock		Warrants	Additional Warrants		Maturity Date	Exercise Price
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		5,660	16,980	—		7/23/2026	$	8.84
7/23/2021		11,320	33,960	—		7/23/2026	$	8.84
7/23/2021		8,490	25,470	—		7/23/2026	$	8.84
7/23/2021		—	—	9,016	*	7/23/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		19,810	59,429	—		9/8/2026	$	8.84
9/8/2021		11,320	33,960	—		9/8/2026	$	8.84
Total		84,900	254,698	9,016		—		—

● Represents placement agent fees to Cambria.

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MTI SHARE- BASED COMPENSATION (Tables)

3 Months Ended

Dec. 31, 2021

MTI SHARE- BASED COMPENSATION

Schedule of composition of stock-based compensation expense

	For the three months ended December 31,
Composition of Stock-Based Compensation Expense	2021		2020
Employee MAI share issuance	$	1,604,293	$	566,179
MAI shares for services		2,495,487		26,162
MAI Share-Based compensation expense	$	4,099,780	$	592,341

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Schedule of accrued expenses and other current liabilities

	December 31, 2021		September 30, 2021
Accrued Expenses and Other Liabilities
Accrued expense - other	$	1,229,929	$	2,051,696
Accrued payroll		4,596,272		4,586,057
Accrued interest		12,446,496		12,489,012
Total	$	18,272,697	$	19,126,765

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Tables)

3 Months Ended

Dec. 31, 2021

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET

Schedule of property and equipment, net

	December 31,		September 30,
	2021		2021
Building	$	8,078,757	$	804,654
Furniture and Equipment		485,534		111,102
Vehicles		45,887		45,887
Computer Hardware and Software		172,505		139,742
Machinery and Equipment		6,946,019		2,597,654
Leasehold Improvements		40,367		66,379
Subtotal		15,769,069		3,765,418
Less: Accumulated Depreciation		(2,665,364)		(2,583,941)
Property, Equipment and Leasehold Improvements, Net	$	13,103,705	$	1,181,477

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OTHER ASSETS (Tables)

3 Months Ended

Dec. 31, 2021

OTHER ASSETS

Schedule of other assets

	December 31, 2021		September 30, 2021
Other Assets
Coda Materials	$	76,588	$	76,587
Show Room Cars		4,082,665		2,739,995
Security Deposits		186,640		186,640
Deposit on Property (See Note 16)		—		1,240,000
Total Other Assets	$	4,345,893	$	4,243,222

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OPERATING EXPENSES (Tables)

3 Months Ended

Dec. 31, 2021

OPERATING EXPENSES

Schedule of Operating Expenses

General and Administrative Expenses consists of the following:

	Three months ended December 31,
	2021		2020
Professional fees	$	5,139,332	$	941,728
Salaries		3,161,920		1,151,668
Depreciation and amortization		307,699		108,427
Lease		459,535		356,168
Settlements and penalties		294,812		54,588
Employee benefits		368,052		83,293
Utilities and office expense		179,028		67,457
Advertising and promotions		2,452,790		29,541
Taxes and licenses		72,279		5,130
Repairs and maintenance		19,220		41,880
Other		446,416		112,798
Total	$	12,901,084	$	2,952,678

Research and development consist of the following:

	Three months ended December 31
	2021		2020
Research & Development
Professional fees	$	1,157,323	$	518,023
Total	$	1,157,323	$	518,023

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LEASES (Tables)

3 Months Ended

Dec. 31, 2021

LEASES

Summary of components of lease expense

	December 31, 2021			September 30, 2021
Assets:
Operating lease right-of-use assets	$	2,213,991		$	2,350,929
Liabilities:
Operating lease liabilities, current		(623,343)			(599,898)
Operating lease liabilities, non-current		(1,697,222)			(1,857,894)
Total lease liabilities	$	(2,320,565)		$	(2,457,792)
Weighted average remaining lease terms:
Operating leases		3.14 years			3.34 years
Weighted average discount rate:
Operating leases		28	%		28	%
Cash paid for amounts included in the measurement of lease liabilities for the fiscal year ended September 30, 2021, and 2020	$	293,387		$	1,057,438

Summary of maturities of operating lease liabilities

Operating lease costs:	For the three months ended December 31,
	2021		2020
Fixed lease cost	$	286,482	$	150,235
Variable lease cost		129,605		199,367
Short-term lease cost		96,592		27,795
Sublease income		(53,144)		(21,229)
Total operating lease costs	$	459,535	$	356,168

Summary of maturities of finance lease liabilities

Years ending
December 31,
2022 (9 months)	$	908,149
2023		1,157,693
2024		824,287
2025		436,155
2026		222,787
Thereafter		—
Total lease payments	$	3,549,071
Less: Imputed interest		(1,228,506)
Present value of lease liabilities	$	2,320,565

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INCOME TAXES (Tables)

3 Months Ended

Dec. 31, 2021

INCOME TAXES.

Summary of income tax NOL carryforwards

NOL Carryforward
	December 31,		September 30,
	2021		2021
Federal
2034-2037	$	36,566,294	$	29,838,716
Indefinite	$	199,385,113	$	162,818,819
Total Federal	$	235,951,407	$	192,657,535
California
2034-2040	$	194,955,026	$	191,722,566
Total California	$	194,955,026	$	191,722,566

Summary of reconciliation of our effective tax rate to statutory federal tax rate

	December 31,		December 31,		September 30,		September 30,
	2021		2021 - %		2021		2021 - %
Income tax benefit at statutory rate	$	(7,657,427)	21.00	%	$	(9,247,200)	21.00	%
State income taxes		—	—	%		800	—	%
Permanent Differences		430,252	(0.35)	%		158,166	(0.36)	%
Valuation Allowance		7,229,304	(20.65)	%		9,091,163	(20.65)	%
Other		(2,129)	—	%		(2,129)	—	%
Total (benefit) provision for income taxes	$	—	—	%	$	800	—	%

Summary of significant component of net deferred tax assets

	December 31,		September 30,		September 30,
	2021		2021		2020
Deferred tax assets:
Net Operating loss carryforwards		66,000,217		38,676,405		31,413,378
Charitable Contributions		—		894		1,176
Accrued Expenses		226,308		315,555		104,164
Impairment Other		—		—		83,845
Other Assets		—		364,419		261,842
163(j) Limitation		19,203,511		14,491,332		4,178,291
Total gross deferred tax assets		85,430,036		53,848,604		36,042,696
Less valuation allowance		(85,430,036)		(53,416,875)		(35,747,087)
Total net deferred tax assets		332,578		431,729		295,609
Deferred tax liabilities:
Intangibles		(223,676)		(146,639)		(157,641)
Fixed Assets		(108,902)		(284,922)		(137,632)
Other		—		(168)		(336)
Total deferred tax liabilities		(332,578)		(431,729)		(295,609)
Net deferred tax assets	$	—	$	—	$	—

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RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

Summary of Drawbridge Related Transactions

Drawbridge Related Transactions
(Cumulative)	December 31, 2021					September 30, 2021
Description	Loan Principal		# of Shares	FV of Shares		Loan Principal		# of Shares	FV of Shares
Various Notes	$	13,831,554	—	$	—	$	23,831,554	—	$	—
Common Shares		—	8,130,384		42,524,523		—	8,130,384		66,994,364
Preferred Shares - Series A		—	2,335		3,012		—	2,335		3,012
Preferred Shares - Series B		—	5,567,319		49,215,100		—	5,567,319		49,215,100
Total Related Party Transactions	$	13,831,554	13,700,038	$	91,742,635	$	23,831,554	13,700,038	$	116,212,476

*    Shares are MTI common and preferred shares.

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SUBSEQUENT EVENTS - (Tables)

3 Months Ended

Dec. 31, 2021

SUBSEQUENT EVENTS

Schedule of number of warrant exercises and common shares granted

		# of Warrants	# of Common Stock
Date	Registered Investor Name	Exercised	Requested
2/1/2022	Acuitas Capital LLC	259,033	709,217
2/1/2022	Esousa Holdings LLC	129,516	354,608
2/4/2022	JADR Consulting Limited PTY	50,000	126,558
2/4/2022	TDR Capital	50,000	126,558
2/4/2022	Friedlander, Michael	16,000	40,905
2/9/2022	Mogul, Jess	100,000	347,747
2/9/2022	Fallon, Jim	100,000	347,747
2/10/2022	TDR Capital	400,000	1,449,766
2/10/2022	JADR Consulting Limited PTY	400,000	1,449,766
2/10/2022	Acuitas Capital LLC	137,235	500,000
2/11/2022	Mogul, Jess	62,674	505,109
2/11/2022	Fallon, Jim	31,610	254,781
	Total	1,736,068	6,212,762

Schedule of issuance of commons stock to employees

Name	Shares
David Michery	1,000,000
Kerri Sadler	300,000
Jerry Alban	300,000
Calin Popa	50,000

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LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN
Cash equivalents	$ 0		$ 0
Cash and restricted cash	61,460	$ 224,287	42,174	$ 33,368
Cash used in operating activities	(14,712,802)	$ 85,312
Working capital deficit			24,900,000
Proceeds from unsecured convertible notes	7,260,000
Accumulated Deficit	(186,838,587)		$ (150,374,649)
Proceeds from equity commitments	$ 20,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Leasehold Improvements, Net (Details)	3 Months Ended
	Dec. 31, 2021
Building
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	30 years
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Computer Hardware and Software | Maximum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Computer Hardware and Software | Minimum
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	1 year
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years
Vehicles
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Useful Life	5 years

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Cash and cash equivalents	$ 360		$ 42,174
Refundable deposits for individuals and businesses	100
Restricted Cash and Cash Equivalents, Current	61,000
Deferred Advertising Charges	0		$ 261,550
Impairment charges	1,157,323	$ 518,023
Penalty For Delays In Consummation of Merger Transaction	13,333
Other Financing Costs Delay Charges	$ 0
Maximum
Amortization period	36 months

XML

INTANGIBLE ASSETS - Schedule of distribution of the economic value of the identifiable intangible assets (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,791,524	$ 2,786,163
Accumulated Amortization	(514,581)	(290,904)
Net Carrying Amount	$ 2,276,943	2,495,259
Weighted average Useful life	3 years
Estimated useful lives	3 years
Website design and development
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,660,391	2,660,391
Accumulated Amortization	(443,399)	(221,699)
Net Carrying Amount	2,216,992	2,438,692
Intangible asset cost	5,361		$ 0
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	71,182	71,182
Accumulated Amortization	(71,182)	(69,205)
Net Carrying Amount		1,977
Trademark
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	59,951	54,590
Net Carrying Amount	$ 59,951	$ 54,590

XML

INTANGIBLE ASSETS - Schedule of total future amortization expense for finite-lived intellectual property (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Future Amortization Expense
2022 (nine months)	$ 670,458
2023	886,797
2024	719,688
Total Future Amortization Expense	2,276,943		$ 2,495,259
Amortization expense	$ 223,676	$ 5,932

XML

DEBT - Summary of our indebtedness (Details) - USD ($)	Dec. 31, 2021	Nov. 05, 2021	Sep. 30, 2021	Sep. 03, 2021	May 16, 2021	May 07, 2021
Debt Instrument [Line Items]
Unpaid Principal Balance	$ 19,143,280		$ 39,448,582
Net Carrying Value Current	18,905,021		39,200,970
Long-term	238,259		247,612
Convertible note, interest rate		15.00%		15.00%		15.00%
Less: Debt Discount			(8,060,555)	$ (660,000)	$ (3,726,816)
Matured Notes
Debt Instrument [Line Items]
Unpaid Principal Balance	3,718,585		5,838,591
Net Carrying Value Current	$ 3,718,585		$ 5,838,591
Matured Notes | Maximum
Debt Instrument [Line Items]
Convertible note, interest rate	15.00%		15.00%
Matured Notes | Minimum
Debt Instrument [Line Items]
Convertible note, interest rate	0.00%		0.00%
Promissory Notes
Debt Instrument [Line Items]
Unpaid Principal Balance	$ 14,531,554		$ 23,831,912
Net Carrying Value Current	$ 14,531,554		$ 23,831,912
Convertible note, interest rate	28.00%		28.00%
Promissory Notes | Maximum
Debt Instrument [Line Items]
Convertible note, interest rate	28.00%
Promissory Notes | Minimum
Debt Instrument [Line Items]
Convertible note, interest rate	0.00%		28.00%
Demand Note
Debt Instrument [Line Items]
Unpaid Principal Balance			$ 500,000
Net Carrying Value Current			$ 500,000
Convertible note, interest rate			27.00%
Convertible Unsecured Notes
Debt Instrument [Line Items]
Unpaid Principal Balance			$ 15,932,500
Net Carrying Value Current			$ 15,932,500
Convertible Unsecured Notes | Maximum
Debt Instrument [Line Items]
Convertible note, interest rate			20.00%
Convertible Unsecured Notes | Minimum
Debt Instrument [Line Items]
Convertible note, interest rate			15.00%
Real Estate Note
Debt Instrument [Line Items]
Unpaid Principal Balance	$ 274,983		$ 283,881
Net Carrying Value Current	36,724		36,269
Long-term	$ 238,259		$ 247,612
Convertible note, interest rate	5.00%		5.00%
Loan Advances
Debt Instrument [Line Items]
Unpaid Principal Balance	$ 618,158		$ 1,122,253
Net Carrying Value Current	$ 618,158		$ 1,122,253
Loan Advances | Maximum
Debt Instrument [Line Items]
Convertible note, interest rate	10.00%		10.00%
Loan Advances | Minimum
Debt Instrument [Line Items]
Convertible note, interest rate	0.00%		0.00%

XML

DEBT - Scheduled debt maturities (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Debt Maturities
2022 (9 months)	$ 18,905,021
2023	238,259
Total	$ 19,143,280	$ 39,448,582

XML

DEBT - Notes and Advances (Details) - USD ($)		3 Months Ended
	Nov. 05, 2021	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 03, 2021	May 07, 2021
Debt Instrument [Line Items]
Maturity term	1 year
Interest rate (as a percent)	15.00%				15.00%	15.00%
Amortization of debt discount		$ 19,212,176	$ 487,876
Carrying amount of indebtedness of debt		$ 23,192,500
Promissory Notes
Debt Instrument [Line Items]
Maturity term		3 years
Interest rate (as a percent)		28.00%		28.00%
Remediation of default of debt amount		$ 3,718,585
Debt instrument interest expense		22,438,945	2,406,330
Amortization of debt discount		19,212,176	486,876
Carrying amount of indebtedness of debt		$ 23,192,500	$ 0
Promissory Notes | Maximum
Debt Instrument [Line Items]
Interest rate (as a percent)		28.00%
Promissory Notes | Minimum
Debt Instrument [Line Items]
Interest rate (as a percent)		0.00%		28.00%

XML

DEBT - Convertible Debt Issuances and Warrants (Details) - USD ($)							3 Months Ended
	Nov. 05, 2021	Sep. 03, 2021	Aug. 19, 2021	Jul. 26, 2021	Jul. 22, 2021	May 16, 2021	Dec. 31, 2021	Dec. 31, 2020	Oct. 25, 2021	Sep. 30, 2021	May 07, 2021
Debt Instrument [Line Items]
Unsecured convertible note agreement with TDR Capital	$ 110,000	$ 6,600,000	$ 1,100,000		$ 2,420,000
Convertible note debt discount rate	10.00%
Face amount of debt											$ 10,762,500
Debt interest rate	15.00%	15.00%									15.00%
Maturity term	1 year
Amortization of debt discount							$ 19,212,176	$ 487,876
Original issue discount of convertible debt	$ 10,000		$ 100,000		$ 242,000
Warrants exercise price		$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 8.84				$ 0.6877
Warrants Term							5 years				5 years
Warrant expiration term		5 years	5 years	5 years	5 years	5 years
Fair value of the MAI warrants						$ 24,358,875	$ 133,269,241,000,000
Original issue discount		$ 660,000				3,726,816				$ 8,060,555
Beneficial conversion discount						$ 673,184
Amortization period						12 months
Ownership percentage		9.90%	9.90%		9.90%	9.90%
Convertible debt		$ 6,050,000
Received from TDR Capital convertible debt issuance		$ 550,000
Preferred Stock Par value							$ 0.001			$ 0.001	$ 0.001
MTI common stock
Debt Instrument [Line Items]
Shares acquire		2,180,750	4,361,500	4,361,500	9,595,300	17,446,000
MAI warrants
Debt Instrument [Line Items]
Shares acquire		169,764	339,528	339,528	746,961	1,358,112
Warrants exercise price		$ 8.84	$ 8.84	$ 8.84	$ 8.84	$ 8.84
Preferred Stock Par value	$ 0.001								$ 0.001
MAI warrants | MTI common stock
Debt Instrument [Line Items]
Shares acquire		1,867,423
MTI warrants | MTI common stock
Debt Instrument [Line Items]
Shares acquire		23,988,500
TDR Capital
Debt Instrument [Line Items]
Unsecured convertible note agreement with TDR Capital				$ 1,100,000		$ 4,400,000
Convertible note debt discount rate			10.00%	10.00%	10.00%	10.00%
Debt interest rate		10.00%	15.00%	15.00%	15.00%	15.00%
Maturity term		1 year	1 year	1 year	1 year	1 year
Original issue discount of convertible debt				$ 100,000		$ 400,000
Ownership percentage				9.90%
Convertible Unsecured Notes | Minimum
Debt Instrument [Line Items]
Debt interest rate										15.00%
Convertible Unsecured Notes | Maximum
Debt Instrument [Line Items]
Debt interest rate										20.00%

XML

DEBT - Convertible Debt to Equity Conversion (Exchange Agreements) (Details) - USD ($)	Oct. 25, 2021	May 07, 2021	Dec. 31, 2021	Nov. 05, 2021	Sep. 30, 2021	Sep. 03, 2021	Aug. 19, 2021	Jul. 26, 2021	Jul. 22, 2021	May 16, 2021
Debt Instrument [Line Items]
Convertible debt	$ 1,100,000
Preferred Stock Par value		$ 0.001	$ 0.001		$ 0.001
Warrants to acquire shares of common stock		42,759,290	15,075,707
Warrants exercise price		$ 0.6877	$ 8.84			$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Warrants Term		5 years	5 years
Face amount of debt		$ 10,762,500
Convertible note, interest rate		15.00%		15.00%		15.00%
Series C Preferred Stock
Debt Instrument [Line Items]
Conversion of Stock, Shares Issued		0.078
MAI warrants
Debt Instrument [Line Items]
Preferred Stock Par value	$ 0.001			$ 0.001
Warrants exercise price						$ 8.84	$ 8.84	$ 8.84	$ 8.84	$ 8.84
TDR Capital
Debt Instrument [Line Items]
Convertible note, interest rate						10.00%	15.00%	15.00%	15.00%	15.00%
JADR Consulting Group PTY Limited | Assignment and Assumption of Rights
Debt Instrument [Line Items]
Convertible debt	$ 3,300,000					$ 6,600,000
Warrants to acquire shares of common stock	1,201,521					2,037,164
Conversion of Stock, Amount Converted	$ 3,000,000

XML

DEBT - Drawbridge Relationship (Details) - USD ($)		1 Months Ended
	Jul. 16, 2021	Jul. 31, 2020	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
DBI and MTI
Debt Instrument [Line Items]
Sale-Leaseback obligation amount		$ 49,500,000
Sale-Leaseback obligation in face value		23,831,554
Extinguishment of debt amount		$ 9,935,086
Amounts owed to affiliated			$ 25,367,925	$ 33,296,648
Outstanding principal paid	$ 10,000,000
DBI and MTI | MAI warrants
Debt Instrument [Line Items]
Common shares issued for cash (in shares)		5,567,319
DBI and MTI | MTI warrants
Debt Instrument [Line Items]
Common shares issued for cash (in shares)		71,516,534
Other DBI
Debt Instrument [Line Items]
Amounts owed to affiliated			$ 524,911	$ 982,500	$ 1,082,500

XML

DEBT - SBA Loans (Details) - USD ($)						1 Months Ended		3 Months Ended
	Dec. 27, 2021	Nov. 29, 2021	Nov. 11, 2021	Mar. 29, 2019	Nov. 23, 2018	Nov. 30, 2020	Sep. 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Nov. 05, 2021	Sep. 30, 2021	Sep. 03, 2021	May 07, 2021	Apr. 14, 2020	Oct. 31, 2019	Sep. 29, 2018	May 23, 2018
Debt Instrument [Line Items]
Interest rate (as a percent)										15.00%		15.00%	15.00%
Loss on debt settlement								$ (41,096)
Gain on extinguishment of indebtedness, net								74,509	$ 880,581
Long-term Debt								19,143,280			$ 39,448,582
CarMoxy
Debt Instrument [Line Items]
Loss on debt settlement								$ (41,904)
CBSG
Debt Instrument [Line Items]
Loss on debt settlement	$ 74,509
Repayments of Long-term Debt	$ 74,509
NY Group
Debt Instrument [Line Items]
Repayments of Long-term Debt		$ 140,000
MABM Holding
Debt Instrument [Line Items]
Repayments of Long-term Debt		$ 25,000
EXIM
Debt Instrument [Line Items]
Repayments of Long-term Debt			$ 1,750,000
Debt, Current															$ 700,000
Elegant Funding
Debt Instrument [Line Items]
Repayments of Long-term Debt				$ 222,426	$ 604,770
Long-term Debt																$ 185,000	$ 458,000
Debt, Current				$ 185,000	$ 438,000
Other DBI
Debt Instrument [Line Items]
Forgiveness amount						$ 875,426
Interest amount						5,155
Gain on extinguishment of indebtedness, net						$ 890,581
Accrued principal and interest							3.75%
Other DBI | MTI warrants
Debt Instrument [Line Items]
Promissory note amount							$ 10,000
SBA loan
Debt Instrument [Line Items]
Unsecured loan														$ 885,426
Interest rate (as a percent)														1.00%

XML

DEBT - Convertible Notes (Details)				3 Months Ended
	Nov. 05, 2021	May 16, 2021 USD ($) $ / shares	May 07, 2021 item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares	Sep. 03, 2021 USD ($) $ / shares	Aug. 19, 2021 $ / shares	Jul. 26, 2021 $ / shares	Jul. 22, 2021 $ / shares
Debt Instrument [Line Items]
Interest rate (as a percent)	15.00%		15.00%			15.00%
Debt instrument term	1 year
beneficial conversion feature		$ 673,184
unamortized discount		$ 3,726,816			$ 8,060,555	$ 660,000
Additional warrants | shares			42,759,290	15,075,707
Preferred Stock Par value | $ / shares			$ 0.001	$ 0.001	$ 0.001
Number of convertible debt | item			4
Warrants Term			5 years	5 years
Percentage of MTI common shares				6.00%
Warrants exercise price | $ / shares		$ 0.6877	$ 0.6877	$ 8.84		$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Convertible Debt
Debt Instrument [Line Items]
Unsecured convertible notes				$ 23,192,500
Interest rate (as a percent)				15.00%
Percentage of quarterly interest payments				20.00%
Debt instrument term				1 year
beneficial conversion feature				$ 10,613,630
Convertible Debt | MTI common stock
Debt Instrument [Line Items]
Unsecured convertible notes				$ 7,260,000

XML

DEBT - Schedule of Convertible Notes (Details)		3 Months Ended
	May 07, 2021 item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Nov. 05, 2021 $ / shares	Oct. 25, 2021 $ / shares	Sep. 30, 2021 $ / shares	Sep. 03, 2021 $ / shares	Aug. 19, 2021 $ / shares	Jul. 26, 2021 $ / shares	Jul. 22, 2021 $ / shares	May 16, 2021 $ / shares
Debt Instrument [Line Items]
Convertible Note | $		$ 23,192,500
Default Interest Rate	15.00%		15.00%			15.00%
Warrants | shares		7,876,068
Exercise Price | $ / shares	$ 0.6877	$ 8.84				$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Additional warrants | shares	42,759,290	15,075,707
Preferred Stock Par value | $ / shares	$ 0.001	$ 0.001			$ 0.001
Number of convertible debt | item	4
Warrants Term	5 years	5 years
Percentage of MTI common shares		6.00%
MAI warrants
Debt Instrument [Line Items]
Warrants | shares		254,698
Exercise Price | $ / shares						$ 8.84	$ 8.84	$ 8.84	$ 8.84	$ 8.84
Preferred Stock Par value | $ / shares			$ 0.001	$ 0.001
Debt Instrument 1
Debt Instrument [Line Items]
Convertible Note | $		$ 1,000,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Aug. 26, 2021
Warrants | shares		226,397
Exercise Date		Aug. 26, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 2
Debt Instrument [Line Items]
Convertible Note | $		$ 200,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Aug. 26, 2021
Warrants | shares		45,279
Exercise Date		Aug. 26, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 3
Debt Instrument [Line Items]
Convertible Note | $		$ 200,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Aug. 26, 2021
Warrants | shares		45,279
Exercise Date		Aug. 26, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 4
Debt Instrument [Line Items]
Convertible Note | $		$ 100,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Aug. 26, 2021
Warrants | shares		22,640
Exercise Date		Aug. 26, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 5
Debt Instrument [Line Items]
Convertible Note | $		$ 105,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Sep. 25, 2021
Warrants | shares		29,715
Exercise Date		Sep. 25, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 6
Debt Instrument [Line Items]
Convertible Note | $		$ 157,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Sep. 25, 2021
Warrants | shares		44,572
Exercise Date		Sep. 25, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 7
Debt Instrument [Line Items]
Convertible Note | $		$ 105,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Sep. 25, 2021
Warrants | shares		29,715
Exercise Date		Sep. 25, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 8
Debt Instrument [Line Items]
Convertible Note | $		$ 660,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 12, 2021
Warrants | shares		203,757
Exercise Date		Oct. 12, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 9
Debt Instrument [Line Items]
Convertible Note | $		$ 33,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 12, 2021
Warrants | shares		10,188
Exercise Date		Oct. 12, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 10
Debt Instrument [Line Items]
Convertible Note | $		$ 27,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 12, 2021
Warrants | shares		8,490
Exercise Date		Oct. 12, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 11
Debt Instrument [Line Items]
Convertible Note | $		$ 660,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Nov. 09, 2021
Warrants | shares		203,757
Exercise Date		Nov. 09, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 12
Debt Instrument [Line Items]
Convertible Note | $		$ 33,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Nov. 09, 2021
Warrants | shares		10,188
Exercise Date		Nov. 09, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 13
Debt Instrument [Line Items]
Convertible Note | $		$ 27,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Nov. 09, 2021
Warrants | shares		8,490
Exercise Date		Nov. 09, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 14
Debt Instrument [Line Items]
Convertible Note | $		$ 660,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Dec. 07, 2021
Warrants | shares		203,756
Exercise Date		Dec. 07, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 15
Debt Instrument [Line Items]
Convertible Note | $		$ 33,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Dec. 07, 2021
Warrants | shares		10,188
Exercise Date		Dec. 07, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 16
Debt Instrument [Line Items]
Convertible Note | $		$ 27,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Dec. 07, 2021
Warrants | shares		8,490
Exercise Date		Dec. 07, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 17
Debt Instrument [Line Items]
Convertible Note | $		$ 157,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Dec. 15, 2021
Warrants | shares		44,572
Exercise Date		Dec. 15, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 18
Debt Instrument [Line Items]
Convertible Note | $		$ 157,500
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Dec. 15, 2021
Warrants | shares		44,572
Exercise Date		Dec. 15, 2025
Exercise Price | $ / shares		$ 8.84
Debt Instrument 19
Debt Instrument [Line Items]
Convertible Note | $		$ 660,000
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		203,757
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 20
Debt Instrument [Line Items]
Convertible Note | $		$ 33,000
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		10,188
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 21
Debt Instrument [Line Items]
Convertible Note | $		$ 27,500
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		8,490
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 22
Debt Instrument [Line Items]
Warrants | shares		2,038
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 23
Debt Instrument [Line Items]
Convertible Note | $		$ 192,500
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		59,429
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 24
Debt Instrument [Line Items]
Convertible Note | $		$ 82,500
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		25,470
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 25
Debt Instrument [Line Items]
Convertible Note | $		$ 192,500
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		59,429
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 26
Debt Instrument [Line Items]
Convertible Note | $		$ 110,000
Interest Rate		15.00%
Maturity Date		Jan. 07, 2022
Warrants | shares		33,960
Exercise Date		Jan. 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 27
Debt Instrument [Line Items]
Convertible Note | $		$ 660,000
Interest Rate		15.00%
Maturity Date		Mar. 10, 2022
Warrants | shares		203,757
Exercise Date		Mar. 10, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 28
Debt Instrument [Line Items]
Convertible Note | $		$ 33,000
Interest Rate		15.00%
Maturity Date		Mar. 10, 2022
Warrants | shares		10,188
Exercise Date		Mar. 10, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 29
Debt Instrument [Line Items]
Convertible Note | $		$ 27,500
Interest Rate		15.00%
Maturity Date		Mar. 10, 2022
Warrants | shares		8,490
Exercise Date		Mar. 10, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 30
Debt Instrument [Line Items]
Warrants | shares		82,326
Exercise Date		May 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 31
Debt Instrument [Line Items]
Warrants | shares		33,316
Exercise Date		May 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 32
Debt Instrument [Line Items]
Warrants | shares		10,504
Exercise Date		May 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 33
Debt Instrument [Line Items]
Warrants | shares		19,167
Exercise Date		May 07, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 34
Debt Instrument [Line Items]
Convertible Note | $		$ 4,400,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		May 16, 2022
Warrants | shares		1,358,112
Exercise Date		May 16, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 35
Debt Instrument [Line Items]
Convertible Note | $		$ 2,420,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Jul. 22, 2022
Warrants | shares		746,961
Exercise Date		Jul. 22, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 36
Debt Instrument [Line Items]
Convertible Note | $		$ 1,100,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Jul. 26, 2022
Warrants | shares		339,528
Exercise Date		Jul. 26, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 37
Debt Instrument [Line Items]
Convertible Note | $		$ 1,100,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Aug. 19, 2022
Warrants | shares		339,528
Exercise Date		Aug. 19, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 38
Debt Instrument [Line Items]
Convertible Note | $		$ 550,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Sep. 03, 2022
Warrants | shares		169,764
Exercise Date		Sep. 03, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 39
Debt Instrument [Line Items]
Convertible Note | $		$ 1,100,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 05, 2022
Warrants | shares		395,712
Exercise Date		Oct. 05, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 40
Debt Instrument [Line Items]
Convertible Note | $		$ 385,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 18, 2022
Warrants | shares		138,500
Exercise Date		Oct. 18, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 41
Debt Instrument [Line Items]
Convertible Note | $		$ 1,265,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 19, 2022
Warrants | shares		455,068
Exercise Date		Oct. 19, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 42
Debt Instrument [Line Items]
Convertible Note | $		$ 550,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 27, 2022
Warrants | shares		197,857
Exercise Date		Oct. 27, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 43
Debt Instrument [Line Items]
Convertible Note | $		$ 1,100,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Oct. 27, 2022
Warrants | shares		395,712
Exercise Date		Oct. 27, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 44
Debt Instrument [Line Items]
Convertible Note | $		$ 2,750,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Nov. 04, 2022
Warrants | shares		989,277
Exercise Date		Nov. 04, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 45
Debt Instrument [Line Items]
Convertible Note | $		$ 110,000
Interest Rate		15.00%
Default Interest Rate		20.00%
Maturity Date		Nov. 05, 2022
Warrants | shares		37,356
Exercise Date		Nov. 05, 2026
Exercise Price | $ / shares		$ 8.84
Debt Instrument 46
Debt Instrument [Line Items]
Warrants | shares		490,030
Exercise Date		Nov. 05, 2026
Exercise Price | $ / shares		$ 8.84
Convertible Notes
Debt Instrument [Line Items]
Exercise Price | $ / shares		$ 0.6877
Additional warrants | shares	1,866,665
Convertible Notes | MAI warrants
Debt Instrument [Line Items]
Additional warrants | shares	145,313

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FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($)	Dec. 31, 2021	May 16, 2021
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Warrants	$ 133,269,241,000,000	$ 24,358,875

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DEFICIENCY IN STOCKHOLDERS' EQUITY - Additional Information (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($) Vote $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 03, 2021 $ / shares	Aug. 19, 2021 $ / shares	Jul. 26, 2021 $ / shares	Jul. 22, 2021 $ / shares	May 16, 2021 $ / shares	May 07, 2021 $ / shares shares
Class of Stock [Line Items]
Reverse stock ratio	12.8485
Number of votes per share | Vote	1,000
Threshold proceeds to be received | $	$ 50,000,000
Common Stock, shares authorized | shares	500,000,000	500,000,000
Common Stock, par value | $ / shares	$ 0.001	$ 0.001
Common Stock, shares issued | shares	23,936,162	7,048,387
Common Stock, shares outstanding | shares	23,936,162	7,048,387
Number of votes per common share | Vote	1
Common stock dividends declared or paid | $	$ 0
Warrants exercise price | $ / shares	$ 8.84		$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Warrants to acquire shares of common stock | shares	15,075,707							42,759,290
Exercisable term of warrants	5 years							5 years
Fair value of warrants | $	$ 133,269,241
Series A Preferred Stock
Class of Stock [Line Items]
Preferred stock dividends declared or paid | $	$ 0	$ 0
Conversion ratio	0.01
Series B Preferred Stock
Class of Stock [Line Items]
Conversion ratio	1
Series C Preferred Stock
Class of Stock [Line Items]
Preferred stock dividends rate, percentage	15.00%
Percentage of redemption price in first year	0.00%
Percentage of redemption price in second year	120.00%
Percentage of redemption price in third year	115.00%
Percentage of redemption price in fourth year	110.00%
Percentage of redemption price in fifth year	105.00%
Percentage of redemption price in sixth year and thereafter	100.00%

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DEFICIENCY IN STOCKHOLDERS' EQUITY - Summary of Warrant Activity (Details) - $ / shares	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
MAI shares
Warrants outstanding at ending	7,876,068
Weighted Average Exercise Price
Warrants outstanding at ending	$ 8.84
Warrants
MAI shares
Warrants outstanding at beginning	4,924,447	540,905
Warrants granted	10,151,260	756,448
Warrants expired		(97,308)
Warrants outstanding at ending	15,075,707	1,200,045
Weighted Average Exercise Price
Warrants outstanding at beginning	$ 8.84	$ 8.84
Warrants granted	8.84	8.84
Warrants expired		8.84
Warrants outstanding at ending	$ 8.84	$ 8.84

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DEFICIENCY IN STOCKHOLDERS' EQUITY - Schedule of Assumptions Used For Warrants Issued and 0utstanding (Details) - Warrants	Dec. 31, 2021
Expected term (in years)
Class of Warrant or Right [Line Items]
Measurement input	5.0
Volatility
Class of Warrant or Right [Line Items]
Measurement input	135
Dividend yield
Class of Warrant or Right [Line Items]
Measurement input	0.00
Risk-free interest rate | Minimum
Class of Warrant or Right [Line Items]
Measurement input	0.98
Risk-free interest rate | Maximum
Class of Warrant or Right [Line Items]
Measurement input	1.17
Common stock price
Class of Warrant or Right [Line Items]
Measurement input	4.16

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DEFICIENCY IN STOCKHOLDERS' EQUITY - Equity Transactions (Details) - USD ($)	Nov. 04, 2021	Jul. 16, 2021	May 07, 2021	Dec. 31, 2021	Nov. 05, 2021	Sep. 03, 2021	Aug. 19, 2021	Jul. 26, 2021	Jul. 22, 2021	May 16, 2021
Subsidiary, Sale of Stock [Line Items]
Amount of SPA and registration rights agreement					$ 20,000,000
Warrants exercise price			$ 0.6877	$ 8.84		$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Exercisable term of warrants			5 years	5 years
Acuitas Group Holdings
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of shares	$ 20,000,000
Warrants exercise price			$ 8.84
Exercisable term of warrants			5 years
Purchase agreement amount			$ 20,000,000
Price per share in purchase agreement (USD per share)			$ 8.84
Warrants Issued			6,793,051
Acuitas Group Holdings | Series C Preferred Stock
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues			2,767,745
Investment Banking Services Agreement
Subsidiary, Sale of Stock [Line Items]
Maximum offerings		$ 3,000,000
Financing fee (as percent)		6.00%
Proceeds from issuance of shares		$ 750,000
Warrants exercise price		$ 8.84
Exercisable term of warrants		5 years

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DEFICIENCY IN STOCKHOLDERS' EQUITY - Post-merger shares for equity capitalization (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Sep. 03, 2021	Aug. 19, 2021	Jul. 26, 2021	Jul. 22, 2021	May 16, 2021	May 07, 2021
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 84,900
Warrants	7,876,068
Additional Warrant Issued	9,016
Exercise Price	$ 8.84	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Stock 8,490 and warrant 25,470
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 8,490
Maturity Date	Jul. 23, 2026
Exercise Price	$ 8.84
Stock 5,660 and warrant 16,980
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 5,660
Maturity Date	Jul. 23, 2026
Exercise Price	$ 8.84
Stock 11,320 and warrant 33,960
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 11,320
Maturity Date	Jul. 23, 2026
Exercise Price	$ 8.84
Stock 8,490 and warrant 25,470.
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 8,490
Maturity Date	Jul. 23, 2026
Exercise Price	$ 8.84
Warrant 1,528
Schedule of Capitalization, Equity [Line Items]
Additional Warrant Issued	9,016
Maturity Date	Jul. 23, 2026
Exercise Price	$ 8.84
Stock 19,810 and warrant 59,429
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 19,810
Maturity Date	Sep. 08, 2026
Exercise Price	$ 8.84
Stock 19,810 and warrant 59,429.
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 19,810
Maturity Date	Sep. 08, 2026
Exercise Price	$ 8.84
Stock 11,320 and warrant 33,960.
Schedule of Capitalization, Equity [Line Items]
Series C Preferred Stock	$ 11,320
Maturity Date	Sep. 08, 2026
Exercise Price	$ 8.84
MAI warrants
Schedule of Capitalization, Equity [Line Items]
Warrants	254,698
Exercise Price		$ 8.84	$ 8.84	$ 8.84	$ 8.84	$ 8.84
MAI warrants | Stock 8,490 and warrant 25,470
Schedule of Capitalization, Equity [Line Items]
Warrants	25,470
MAI warrants | Stock 5,660 and warrant 16,980
Schedule of Capitalization, Equity [Line Items]
Warrants	16,980
MAI warrants | Stock 11,320 and warrant 33,960
Schedule of Capitalization, Equity [Line Items]
Warrants	33,960
MAI warrants | Stock 8,490 and warrant 25,470.
Schedule of Capitalization, Equity [Line Items]
Warrants	25,470
MAI warrants | Stock 19,810 and warrant 59,429
Schedule of Capitalization, Equity [Line Items]
Warrants	59,429
MAI warrants | Stock 19,810 and warrant 59,429.
Schedule of Capitalization, Equity [Line Items]
Warrants	59,429
MAI warrants | Stock 11,320 and warrant 33,960.
Schedule of Capitalization, Equity [Line Items]
Warrants	33,960

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MTI SHARE- BASED COMPENSATION (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
MTI SHARE- BASED COMPENSATION
Vesting percentage	100.00%
Requisite service period	12 months
Period over which additional shares may be issued	2 years
Composition of Stock-Based Compensation Expense
Employee MTI share issuance	$ 1,604,293	$ 566,179
MTI shares for services	2,495,487	26,162
MTI Share-Based compensation expense	$ 4,099,780	$ 592,341

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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expense - other	$ 1,229,929	$ 2,051,696
Accrued payroll	4,596,272	4,586,057
Accrued interest	12,446,496	12,489,012
Total	18,272,697	19,126,765
Delinquent IRS and state tax liabilities	$ 4,277,297	$ 3,904,720

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NOTE RECEIVABLE (Details) - USD ($)	Dec. 31, 2021	Oct. 08, 2021	Sep. 30, 2021	May 07, 2021
Class of Warrant or Right [Line Items]
Warrants to acquire shares of common stock	15,075,707			42,759,290
Principal amount	$ 15,090,552	$ 15,000,000	$ 90,552
Securities Purchase Agreement
Class of Warrant or Right [Line Items]
Warrants to acquire shares of common stock		15,000,000

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Sep. 30, 2021
Property, Plant and Equipment [Line Items]
Subtotal	$ 15,769,069		$ 3,765,418
Less: Accumulated Depreciation	(2,665,364)		(2,583,941)
Property, Equipment and Leasehold Improvements, Net	13,103,704		1,181,477
Depreciation	84,022	$ 102,495
Building
Property, Plant and Equipment [Line Items]
Subtotal	8,078,757		804,654
Furniture and Equipment
Property, Plant and Equipment [Line Items]
Subtotal	485,534		111,102
Vehicles
Property, Plant and Equipment [Line Items]
Subtotal	45,887		45,887
Computer Hardware and Software
Property, Plant and Equipment [Line Items]
Subtotal	172,505		139,742
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Subtotal	6,946,019		2,597,654
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Subtotal	$ 40,367		$ 66,379

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PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET - Mullen Investment Properties (Details)	Nov. 12, 2021 USD ($) a
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET
Payments to acquire property	$ 12,000,000
Square Feet of EV Manufacturing Facility	127,400
Square Feet Of Manufacturing Space	124,000
Area of Land | a	100

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OTHER ASSETS (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
OTHER ASSETS
Coda Materials	$ 76,588	$ 76,587
Show Room Cars	4,082,665	2,739,995
Security Deposits	186,640	186,640
Deposit on Property		1,240,000
Total Other Assets	$ 4,345,893	$ 4,243,222

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OPERATING EXPENSES (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
OPERATING EXPENSES
Professional Fees	$ 5,139,332	$ 941,728
Salaries	3,161,920	1,151,668
Depreciation and amortization	307,699	108,427
Lease	459,535	356,168
Settlements and penalties	294,812	54,588
Employee benefits	368,052	83,293
Utilities and office expense	179,028	67,457
Advertising and promotions	2,452,790	29,541
Taxes and licenses	72,279	5,130
Repairs and maintenance	19,220	41,880
Other	446,416	112,798
Total General and Administrative Expenses	12,901,084	2,952,678
Shares for services	$ 916,295	$ 26,162

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OPERATING EXPENSES - Research and development (Details) - USD ($)	1 Months Ended	3 Months Ended
	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020
Research & Development
Professional fees		$ 1,157,323	$ 518,023
Total		$ 1,157,323	$ 518,023
Thurner, Inc
Research & Development
Total	$ 483,254
Phiaro, Inc
Research & Development
Total	$ 1,600,000

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LEASES - Lease assets and liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021
Assets:
Operating lease right-of-use assets	$ 2,213,991	$ 2,350,929
Liabilities:
Operating lease liabilities, current	(623,343)	(599,898)
Operating lease liabilities, non-current	(1,697,222)	(1,857,894)
Total lease liabilities	$ (2,320,565)	$ (2,457,792)
Operating leases	3 years 1 month 20 days	3 years 4 months 2 days
Operating leases	28.00%	28.00%
Cash paid for amounts included in the measurement of lease liabilities for the periods ended December 31, 2021, and September 30, 2021	$ 293,387	$ 1,057,438

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LEASES - Operating lease costs (Details) - USD ($)	3 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating lease costs:
Fixed lease cost	$ 286,482	$ 150,235
Variable lease cost	129,605	199,367
Short-term lease cost	96,592	27,795
Sublease income	(53,144)	(21,229)
Total operating lease costs	$ 459,535	$ 356,168

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LEASES - Maturities of operating lease liabilities (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022 (Remaining 9 months)	$ 908,149
2023	1,157,693
2024	824,287
2025	436,155
2026	222,787
Total lease payments	3,549,071
Less: Imputed interest	(1,228,506)
Total lease liabilities	$ 2,320,565	$ 2,457,792

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LEASES - Additional Information (Details)	3 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Nov. 12, 2021 a
Lessee, Lease, Description [Line Items]
Option to extend	true
Option to terminate	true
Area of land | a			100
Payments for purchase of plant | $	$ 10,462,219	$ 31,335
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term	1 year
Renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term	3 years
Renewal term	5 years

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INCOME TAXES - Additional Information (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
Operating Loss Carryforwards [Line Items]
Income tax NOL carryforwards	$ 66,000,217	$ 38,676,405	$ 31,413,378
Federal
Operating Loss Carryforwards [Line Items]
Income tax NOL carryforwards	235,951,407	192,657,535
California
Operating Loss Carryforwards [Line Items]
Income tax NOL carryforwards	$ 194,955,026	$ 191,722,566

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INCOME TAXES - Summary of Income Tax NOL carryforwards (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	$ 66,000,217	$ 38,676,405	$ 31,413,378
Federal
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	235,951,407	192,657,535
Federal | 2034-2037
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	36,566,294	29,838,716
Federal | Indefinite
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	199,385,113	162,818,819
California
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	194,955,026	191,722,566
California | 2034-2040
Operating Loss Carryforwards [Line Items]
Net Operating loss carryforwards	$ 194,955,026	$ 191,722,566

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INCOME TAXES - Summary of Reconciliation of Our Effective Tax Rate To Statutory Federal Tax Rate (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021
Effective Income Tax Rate Reconciliation, Amount
Income tax benefit at statutory rate	$ (7,657,427)	$ (9,247,200)
State income taxes		800
Permanent Differences	430,252	158,166
Valuation Allowance	7,229,304	9,091,163
Other	$ (2,129)	(2,129)
Total (benefit) provision for income taxes		$ 800
Effective Income Tax Rate Reconciliation, Percent
Income tax benefit at statutory rate	21.00%	21.00%
Permanent Differences	(0.35%)	(0.36%)
Valuation Allowance	(20.65%)	(20.65%)

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INCOME TAXES - Summary of Significant Component of Net Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
Deferred tax assets:
Net Operating loss carryforwards	$ 66,000,217	$ 38,676,405	$ 31,413,378
Charitable Contributions		894	1,176
Accrued Expenses	226,308	315,555	104,164
Impairment Other			83,845
Other Assets		364,419	261,842
163(j) Limitation	19,203,511	14,491,332	4,178,291
Total gross deferred tax assets	85,430,036	53,848,604	36,042,696
Less valuation allowance	(85,430,036)	(53,416,875)	(35,747,087)
Total net deferred tax assets	332,578	431,729	295,609
Deferred tax liabilities:
Intangibles	(223,676)	(146,639)	(157,641)
Fixed Assets	(108,902)	(284,922)	(137,632)
Other		(168)	(336)
Total deferred tax liabilities	$ (332,578)	$ (431,729)	$ (295,609)

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CONTINGENCIES AND CLAIMS - Consulting Agreement (Details) - Preferred Management Partners, Inc.	Sep. 23, 2021 shares
CONTINGENCIES AND CLAIMS
Consulting agreement compensation	750,000
Consulting agreement success fee	750,000

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CONTINGENCIES AND CLAIMS - Equity Financing (Details)	Sep. 01, 2021 USD ($) D	May 07, 2021 USD ($)
Acuitas Group Holdings
Class of Stock [Line Items]
Purchase agreement amount		$ 20,000,000
Esousa Holdings, LLC
Class of Stock [Line Items]
Purchase agreement amount	$ 30,000,000
Purchase agreement amount per month	$ 2,500,000
Purchase agreement amount payment term	12 months
Percentage of outstanding common stock	9.90%
Percentage of volume weighted average share price of the common stock	95.00%
Threshold number of trading days | D	10
Percentage Of 2,500,000 Used To Calculate Number Of Shares	125.00%
Value By Which 125% Is Multiplied To Calculate Number Of Shares	$ 2,500,000

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CONTINGENCIES AND CLAIMS - International Business Machines (Details) - Lawsuit with IBM - USD ($) $ in Millions		12 Months Ended
	Dec. 02, 2021	Sep. 30, 2017
CONTINGENCIES AND CLAIMS
Provision for legal liability		$ 4.5
Amount of judgment	$ 5.6

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CONTINGENCIES AND CLAIMS - Federal and State Tax Liabilities (Details) - USD ($)		3 Months Ended
	Apr. 28, 2021	Dec. 31, 2021
Payroll Tax Liability
CONTINGENCIES AND CLAIMS
Liability associated with past due amounts		$ 4,200,000
EDD
CONTINGENCIES AND CLAIMS
Amount of monthly payments	$ 10,000
Aggregate liability, settlement amount	$ 370,067

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CONTINGENCIES AND CLAIMS - Investment Banking Services Agreement (Details) - Investment Banking Services Agreement.	May 05, 2021 USD ($)
CONTINGENCIES AND CLAIMS
Amount of retainer for services	$ 50,000
Threshold percentage of gross proceeds of the public offering	6.00%
Threshold amount of gross proceeds from public offering	$ 3,000,000

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CONTINGENCIES AND CLAIMS - Linghang Boao Group, LTD (Details) - Strategic Cooperation Agreement		1 Months Ended	12 Months Ended
	Dec. 03, 2019 USD ($)	Nov. 30, 2019 USD ($) Milestone	Sep. 30, 2020 USD ($)	Dec. 31, 2021 USD ($)
CONTINGENCIES AND CLAIMS
Term of Agreement		3 years
Total commitment amount		$ 2,196,000
Payment of installment amount	$ 390,000
Loss on contract			$ 390,000
Accrual for remaining milestone payments				$ 0
Minimum
CONTINGENCIES AND CLAIMS
Driving range distance (in miles) | Milestone		480
Maximum
CONTINGENCIES AND CLAIMS
Driving range distance (in miles) | Milestone		720

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CONTINGENCIES AND CLAIMS - ASC GEM Equity Line Financing (Details) - Equity Line Financing Agreement	Jan. 04, 2021 USD ($)
CONTINGENCIES AND CLAIMS
Aggregate value of common stock to be sold under the agreement	$ 350,000,000
Additional value of common stock which may be sold under the agreement	$ 150,000,000
Commitment fee, percentage of aggregate limit	2.00%
Agreement maturity period	36 months
Warrant obligation, as percentage of common shares outstanding	6.60%

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CONTINGENCIES AND CLAIMS (Details) - USD ($)		1 Months Ended
	Aug. 13, 2021	Mar. 31, 2021	Dec. 31, 2021	Sep. 30, 2021
CONTINGENCIES AND CLAIMS
Litigation Liability			$ 0
Common Stock; $0.001 par value; 500,000,000 shares authorized; 23,936,162 and 7,048,386 issued and outstanding at December 31, 2021 and September 30, 2021 respectively.			$ 23,935	$ 7,048
Odyssey Group Settlement
CONTINGENCIES AND CLAIMS
Litigation owed		$ 503,637
Litigation settlement payable	$ 50,000
Litigation settlement payable in common stock	500,000
Litigation settlement payable in cash or common stock	$ 10,000
Litigation settlement duration term	30 years
Common stock issued for litigation settlement	500,000
Common Stock; $0.001 par value; 500,000,000 shares authorized; 23,936,162 and 7,048,386 issued and outstanding at December 31, 2021 and September 30, 2021 respectively.	$ 1,250,000
Litigation settlement paid in cash	$ 50,000

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RELATED PARTY TRANSACTIONS - Drawbridge Related Transactions (Details) - Drawbridge - USD ($)	Dec. 31, 2021	Sep. 30, 2021
Related Party Transaction [Line Items]
Loan Principal	$ 13,831,554	$ 23,831,554
Number of Shares	13,700,038	13,700,038
Fair value of Shares	$ 91,742,635	$ 116,212,476
Default interest rate	28.00%
Accrued interest	$ 11,536,371
Various Notes
Related Party Transaction [Line Items]
Loan Principal	$ 13,831,554	$ 23,831,554
Common and preferred shares | Common Stock
Related Party Transaction [Line Items]
Number of Shares	8,130,384	8,130,384
Fair value of Shares	$ 42,524,523	$ 66,994,364
Common and preferred shares | Series A Preferred Stock
Related Party Transaction [Line Items]
Number of Shares	2,335	2,335
Fair value of Shares	$ 3,012	$ 3,012
Common and preferred shares | Series B Preferred Stock
Related Party Transaction [Line Items]
Number of Shares	5,567,319	5,567,319
Fair value of Shares	$ 49,215,100	$ 49,215,100

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RELATED PARTY TRANSACTIONS - Chief Executive Officer Loans to MTI (Details) - USD ($)	Oct. 26, 2021	Dec. 31, 2021	Sep. 30, 2021
Consulting agreements | Mary Winters, Corporate Secretary and Director
Related Party Transaction [Line Items]
Annual salary under agreement	$ 60,000
Monthly salary under agreement	$ 5,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Outstanding balances for loans to related parties		$ 0	$ 479,914

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RELATED PARTY TRANSACTIONS - William Miltner (Details)	3 Months Ended
	Dec. 31, 2021 USD ($)
RELATED PARTY TRANSACTIONS
Amount paid for legal services	$ 231,483

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RELATED PARTY TRANSACTIONS - Equity Warrants (EXCHANGE AGREEMENT and EQUITY WARRANTS) - (Details) - USD ($)	Dec. 31, 2021	May 16, 2021
RELATED PARTY TRANSACTIONS
Warrants, fixed and determinable price per common share	$ 8.84
Fair value of the MAI warrants	$ 133,269,241,000,000	$ 24,358,875

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SUBSEQUENT EVENTS (Details) - Subsequent event	Jan. 14, 2022 USD ($)
Subsequent Event [Line Items]
Letter of amount maximum borrowing capacity	$ 1,000,000
Total agreed repayment amount	1,150,000
Letter of Intent
Subsequent Event [Line Items]
Term loan amount	250,000
Mullen Automotive | Letter of Intent
Subsequent Event [Line Items]
Term loan amount	$ 750,000

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SUBSEQUENT EVENTS - S-3 Registration (Details) - Subsequent Event - Registration Rights Agreement	Feb. 03, 2022 USD ($) shares
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	228,568,886
Common stock shares issuable upon exercise of warrants	148,139,757
Common stock shares issuable upon conversion of note shares	2,454,240
Common stock shares issuable pursuant to equity line of credit	30,927,835
Proceeds from sale or disposition of shares | $	$ 0
Series B
SUBSEQUENT EVENTS
Common stock issuable upon conversion of preferred stock	5,567,319
Series C
SUBSEQUENT EVENTS
Common stock issuable upon conversion of preferred stock	30,087,677
David Michery
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	11,392,058

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SUBSEQUENT EVENTS - Warrant Exercises (Details) - USD ($)	Feb. 11, 2022	Feb. 10, 2022	Feb. 09, 2022	Feb. 04, 2022	Feb. 01, 2022	Dec. 31, 2021	May 07, 2021
Subsequent Event [Line Items]
Warrants to acquire shares of common stock						15,075,707	42,759,290
Subsequent event
Subsequent Event [Line Items]
Warrants Exercised	$ 1,736,068
Warrants to acquire shares of common stock	6,212,762
Subsequent event | Acuitas Group LLC
Subsequent Event [Line Items]
Warrants Exercised		$ 137,235			$ 259,033
Warrants to acquire shares of common stock		500,000			709,217
Subsequent event | Esousa Holdings, LLC
Subsequent Event [Line Items]
Warrants Exercised					$ 129,516
Warrants to acquire shares of common stock					354,608
Subsequent event | JADR Consulting Limited PTY
Subsequent Event [Line Items]
Warrants Exercised		$ 400,000		$ 50,000
Warrants to acquire shares of common stock		1,449,766		126,558
Subsequent event | TDR Capital
Subsequent Event [Line Items]
Warrants Exercised		$ 400,000		$ 50,000
Warrants to acquire shares of common stock		1,449,766		126,558
Subsequent event | Friedlander, Michael
Subsequent Event [Line Items]
Warrants Exercised				$ 16,000
Warrants to acquire shares of common stock				40,905
Subsequent event | Mogul, Jess
Subsequent Event [Line Items]
Warrants Exercised	$ 62,674		$ 100,000
Warrants to acquire shares of common stock	505,109		347,747
Subsequent event | Fallon, Jim
Subsequent Event [Line Items]
Warrants Exercised	$ 31,610		$ 100,000
Warrants to acquire shares of common stock	254,781		347,747

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SUBSEQUENT EVENTS - 30 million Esousa Equity Line of Credit - Drawdown (Details) - USD ($)	Feb. 04, 2022	Feb. 03, 2022	Sep. 01, 2021	Dec. 31, 2021	Sep. 30, 2021
Subsequent Event [Line Items]
Common Stock, par value				$ 0.001	$ 0.001
Esousa Holdings, LLC
Subsequent Event [Line Items]
Purchase agreement amount			$ 30,000,000
Purchase agreement amount per month			$ 2,500,000
Purchase agreement amount payment term			12 months
Percentage of outstanding common stock			9.90%
Esousa Holdings, LLC | Minimum
Subsequent Event [Line Items]
Percentage of outstanding common stock			9.90%
Subsequent event
Subsequent Event [Line Items]
Additional shares registered		5,979,500
Common Stock, par value		$ 0.001
Subsequent event | Esousa Holdings, LLC
Subsequent Event [Line Items]
Proceeds from line of credit	$ 1,125,000
Common shares issued for cash (in shares)	1,144,688
Numerator for arriving line of credit	$ 2,500,000
Remaining borrowing capacity	$ 2,500,000
Daily closing share price	$ 2.73
Multiplying factor as a percentage for arriving equity line of credit	125.00%

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SUBSEQUENT EVENTS - Preferred Management Partners, Inc. - Consulting Agreement (Details) - shares			1 Months Ended
	Jan. 18, 2022	Jan. 11, 2022	Sep. 30, 2021
Preferred Management Partners, Inc.
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)			750,000
Subsequent Event | Employee
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	1,908,000
Subsequent Event | David Michery | Employee
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	1,000,000
Subsequent Event | Kerri Sadler | Employee
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	300,000
Subsequent Event | Jerry Alban | Employee
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	300,000
Subsequent Event | Calin Popa | Employee
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)	50,000
Subsequent Event | Preferred Management Partners, Inc.
SUBSEQUENT EVENTS
Common shares issued for cash (in shares)		750,000

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SUBSEQUENT EVENTS - Amendment to Convertible Preferred Security and Warrant Agreements (Details) - $ / shares	Feb. 10, 2022	Feb. 09, 2022	Dec. 31, 2021	Sep. 03, 2021	Aug. 19, 2021	Jul. 26, 2021	Jul. 22, 2021	May 16, 2021	May 07, 2021
Subsequent Event [Line Items]
Warrants exercise price			$ 8.84	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877	$ 0.6877
Subsequent Event
Subsequent Event [Line Items]
Warrants exercise price	$ 8.834	$ 0.6877
Increase in exercise price	$ 3.00