Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Jan. 06, 2023 | Mar. 31, 2022 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2022 | ||
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 | ||
Trading Symbol | MULN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 656.8 | ||
Entity Common Stock, Shares Outstanding | 1,696,543,863 | ||
Entity Central Index Key | 0001499961 | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Daszkal Bolton LLP | ||
Auditor Firm ID | 229 | ||
Auditor Location | Fort Lauderdale, Florida |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 54,085,685 | $ 42,174 |
Restricted cash | 30,289,400 | |
Prepaid expenses and other current assets | 1,958,759 | 6,768,881 |
TOTAL CURRENT ASSETS | 86,333,844 | 6,811,055 |
Property, equipment and leasehold improvements, net | 14,803,716 | 1,181,477 |
Intangible assets, net | 93,947,018 | 2,495,259 |
Deposit on ELMS assets purchase | 5,500,000 | |
Amounts receivable from related parties | 1,232,387 | |
Right-of-use assets | 4,597,052 | 2,350,929 |
Goodwill | 92,834,832 | 0 |
Other assets | 3,345,631 | 4,333,774 |
TOTAL ASSETS | 302,594,479 | 17,172,494 |
CURRENT LIABILITIES | ||
Accounts payable | 6,398,425 | 5,206,310 |
Accrued expenses and other current liabilities | 7,185,881 | 19,126,765 |
Dividends payable | 7,762,255 | |
Warrant liabilities | 84,799,179 | |
Liability to issue shares | 10,710,000 | 7,027,500 |
Lease liabilities, current portion | 1,428,474 | 599,898 |
Notes payable, current portion | 3,856,497 | 39,200,970 |
Other current liabilities | 90,372 | |
TOTAL CURRENT LIABILITIES | 122,231,083 | 71,161,443 |
Notes payable, net of current portion | 5,164,552 | 247,612 |
Lease liabilities, net of current portion | 3,359,354 | 1,857,894 |
Deferred tax liability | 14,882,782 | |
Other liabilities | 5,617,192 | |
TOTAL LIABILITIES | 145,637,771 | 78,884,141 |
Commitments and Contingencies (Note 18) | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value | ||
Common Stock; $0.001 par value; 1,750,000,000 shares authorized; 833,468,180 and 7,048,387 shares issued and outstanding at September 30, 2022, and 2021, respectively. | 833,468 | 7,048 |
Additional Paid-in Capital | 947,765,155 | 88,650,286 |
Accumulated Deficit | (889,907,455) | (150,374,649) |
Non-controlling interest | 98,259,819 | |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 156,956,709 | (61,711,647) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 302,594,479 | 17,172,494 |
Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value | 2 | 100 |
Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value | $ 5,568 | |
Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value | 1,360 | |
Series D Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred Stock, Value | $ 4,359 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 1,750,000,000 | 1,750,000,000 |
Common Stock, shares issued | 833,468,180 | 7,048,387 |
Common Stock, shares outstanding | 833,468,180 | 7,048,387 |
Series A Preferred Stock | ||
Preferred Stock, shares authorized | 200,000 | 200,000 |
Preferred Stock, shares issued | 1,924 | 100,363 |
Preferred Stock, shares outstanding | 1,924 | 100,363 |
Series B Preferred Stock | ||
Preferred Stock, shares authorized | 12,000,000 | 12,000,000 |
Preferred Stock, shares issued | 0 | 5,567,319 |
Preferred Stock, shares outstanding | 0 | 5,567,319 |
Series C Preferred Stock | ||
Preferred Stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred Stock, shares issued | 1,360,321 | 0 |
Preferred Stock, shares outstanding | 1,360,321 | 0 |
Series D Preferred Stock | ||
Preferred Stock, shares authorized | 437,500,001 | 437,500,001 |
Preferred Stock, shares issued | 4,359,652 | 0 |
Preferred Stock, shares outstanding | 4,359,652 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||
Research and development | $ 21,650,840 | $ 3,009,027 |
General and administrative | 75,338,256 | 19,393,141 |
Total Operating Expense | 96,989,096 | 22,402,168 |
Loss from Operations | (96,989,096) | (22,402,168) |
Loss on disposal of fixed assets | (50,574) | |
Other financing costs | (1,559,961) | |
Gain on extinguishment of indebtedness, net | 33,413 | 890,581 |
Penalty for insufficient authorized shares | (3,495,000) | |
Revaluation of warrants liabilities | (122,803,715) | |
Other financing costs - initial recognition of warrant liabilities | (484,421,258) | |
Other income (expense), net | (5,647,841) | |
Interest expense | (26,949,081) | (21,168,232) |
Net Loss before income taxes | (740,323,152) | (44,239,780) |
Provision for income tax | (1,600) | (800) |
Net Loss | (740,324,752) | (44,240,580) |
Net loss attributable to non-controlling interest | 791,946 | |
Net Loss | (739,532,806) | (44,240,580) |
Less: Preferred dividends | (40,516,440) | |
Net loss attributable to shareholders less preferred dividends | $ (780,049,246) | $ (44,240,580) |
Net Loss per Share, Basic | $ (2.80) | $ (8.56) |
Net Loss per Share, Diluted | $ (2.80) | $ (8.56) |
Weighted average shares outstanding, basic | 278,219,500 | 5,171,144 |
Weighted average shares outstanding, diluted | 278,219,500 | 5,171,144 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock Series A Preferred Stock | Preferred Stock Series B Preferred Stock | Preferred Stock Series C Preferred Stock | Preferred Stock Series D Preferred Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Non-controlling Interest | 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 | ||||||
Shares issued for cash | $ 126 | 4,799,948 | 4,800,074 | ||||||
Shares issued for cash (in shares) | 126,119 | ||||||||
Shares issued for legal settlement | $ 39 | 1,259,961 | 1,260,000 | ||||||
Shares issued for legal settlement (in shares) | 39,235 | ||||||||
Warrant issuances | 14,007,258 | 14,007,258 | |||||||
Issuance of common stock for conversion of preferred stock | $ (16) | $ 1,643 | (1,627) | ||||||
Issuance of common stock for conversion of preferred stock (in shares) | (16,426) | 1,642,563 | |||||||
Stock based compensation | $ 154 | 4,965,466 | 4,965,620 | ||||||
Stock based compensation (in shares) | 154,245 | ||||||||
Net loss | (44,240,580) | (44,240,580) | |||||||
Balance, ending at Sep. 30, 2021 | $ 100 | $ 5,568 | $ 7,048 | 88,650,286 | (150,374,649) | (61,711,647) | |||
Balance, ending (in shares) at Sep. 30, 2021 | 100,363 | 5,567,319 | 7,048,387 | ||||||
Net loss | (156,061,551) | ||||||||
Balance, ending at Dec. 31, 2021 | (130,089,082) | ||||||||
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 | ||||||
Net loss | (480,670,030) | ||||||||
Balance, ending at Mar. 31, 2022 | (154,398,963) | ||||||||
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 | ||||||
Net loss | (508,603,048) | ||||||||
Balance, ending at Jun. 30, 2022 | 36,115,417 | ||||||||
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 | ||||||
Warrant issuances | 10,491,621 | 10,491,621 | |||||||
Beneficial conversion feature of convertible debt | 3,336,853 | 3,335,005 | |||||||
Cashless Warrant exercise | $ 530,252 | 553,841,286 | 554,371,538 | ||||||
Cashless Warrant exercise (in shares) | 530,251,927 | ||||||||
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 | ||||||||
Dividends deemed and accrued on preferred stock | 40,516,440 | 40,516,440 | |||||||
Issuance of common stock for conversion of debt | $ 17,500 | 18,120,600 | 18,138,100 | ||||||
Issuance of common stock for conversion of debt (in shares) | 17,500,000 | ||||||||
Issuance of common stock for conversion of preferred stock | $ (98) | $ (5,568) | $ (13,766) | $ (75,568) | $ 104,744 | (11,594) | |||
Issuance of common stock for conversion of preferred stock (in shares) | (98,439) | (5,567,319) | (13,766,058) | (75,567,273) | 104,743,630 | ||||
Issuance of common stock for note receivable | $ 14,344 | (14,344) | |||||||
Issuance of common stock for note receivable (in shares) | 14,343,550 | ||||||||
Issuance of common stock as payment of penalty to shareholder (in shares) | 5,587,530 | ||||||||
Issuance of common stock as payment of penalty to shareholder | $ 5,588 | 3,489,412 | 3,495,000 | ||||||
Preferred shares issued for cash | $ 12,212 | $ 79,927 | 141,009,395 | 141,101,534 | |||||
Preferred shares issued for cash (in shares) | 12,212,450 | 79,926,925 | |||||||
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 | ||||||||
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 | ||||||||
Prefunded warrant issuance | 15,000,000 | 15,000,000 | |||||||
Shares issued for asset | $ 109 | 140,891 | 141,000 | ||||||
Shares issued for asset (in shares) | 109,412 | ||||||||
Shares issued for business acquisition | $ 63,600 | 41,514,047 | 41,577,647 | ||||||
Shares issued for business acquisition (in shares) | 63,599,876 | ||||||||
Shares issued for cash | $ 65,702 | 42,269,378 | 42,335,080 | ||||||
Shares issued for cash (in shares) | 65,702,395 | ||||||||
Stock based compensation | $ 24,450 | 43,715,242 | 43,739,692 | ||||||
Stock based compensation (in shares) | 24,449,996 | ||||||||
Non-controlling interest from Bollinger acquisition | $ 99,051,765 | 99,051,765 | |||||||
Non-controlling interest loss since Bollinger acquisition | (791,946) | (791,946) | |||||||
Net loss | (739,532,806) | (739,532,806) | |||||||
Balance, ending at Sep. 30, 2022 | $ 2 | $ 1,360 | $ 4,359 | $ 833,468 | $ 947,765,155 | $ (889,907,455) | $ 98,259,819 | 156,956,709 | |
Balance, ending (in shares) at Sep. 30, 2022 | 1,924 | 1,360,321 | 4,359,652 | 833,468,180 | |||||
Balance, beginning at Dec. 31, 2021 | (130,089,082) | ||||||||
Net loss | (324,608,480) | ||||||||
Balance, ending at Mar. 31, 2022 | (154,398,963) | ||||||||
Net loss | (27,933,037) | ||||||||
Balance, ending at Jun. 30, 2022 | $ 36,115,417 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (740,324,752) | $ (44,240,580) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,282,285 | 720,805 |
Financing loss on warrants | 484,421,258 | |
Revaluation of warrant liabilities | 122,803,715 | |
Impairment charge - materials | 74,495 | |
Stock-based compensation to employees, directors and consultants | 43,715,242 | 4,965,621 |
Issuance of shares for legal settlement | 1,260,000 | |
Non-cash interest and other operating activities | 13,883,637 | 12,956,583 |
Non-cash lease expense | 441,066 | 507,189 |
Income tax expense | 1,600 | 800 |
Amortization of debt discount | 19,595,915 | 8,211,648 |
Loss on asset disposal | 50,574 | |
Loss (gain) on extinguishment of debt | 41,096 | (890,581) |
Changes in operating assets and liabilities: | ||
Material and supplies | (87,165) | |
Other current assets | (49,265) | |
Prepaids and other current assets | 3,114,540 | (3,571,768) |
Accounts payable | 1,192,113 | 5,665,461 |
Accrued expenses and other liabilities | (18,013,899) | (2,554,813) |
Lease liabilities | (490,545) | |
Net cash used in operating activities | (65,795,610) | (17,522,115) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (11,606,944) | (43,893) |
Acquisition of Bollinger Motors, Inc, net of cash acquired | (29,631,984) | |
Deposits on purchase of assets | (5,500,000) | |
Purchase of intangible assets | (415,181) | (117,890) |
Net cash used in investing activities | (47,154,109) | (161,783) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of notes payable | 12,240,353 | 12,768,500 |
Proceeds from issuance of common stock | 42,269,378 | 4,800,074 |
Proceeds from issuance of preferred stock | 142,873,667 | |
Proceeds from issue of prefunded warrants | 15,000,000 | |
Proceeds from liability to issue preferred C shares | 705,000 | |
Payment of notes payable | (15,100,768) | (580,870) |
Net cash provided by financing activities | 197,282,630 | 17,692,704 |
Increase in cash | 84,332,911 | 8,806 |
Cash, beginning of year | 42,174 | 33,368 |
Cash, end of year, including restricted cash | 84,375,085 | 42,174 |
Supplemental disclosure of Cash Flow information: | ||
Cash paid for interest | 1,407,988 | 15,136 |
Cash paid for taxes | 800 | |
Supplemental disclosure for non-cash activities: | ||
Issuance of common stock for conversion of debt and interests | 17,339,000 | |
Preferred shares issued in exchange for convertible debt | 24,988,926 | |
Liability to issue shares in exchange for prepaid expenses | 6,322,500 | |
Stock based payment for business acquired | 41,577,647 | |
Right-of-use assets obtained in exchange of operating lease liabilities | 4,081,716 | 1,129,003 |
Conversion of a note payable to a liability to issue shares | $ 10,413,900 | |
Indebtedness settled via issuance of stock | 1,300,000 | |
Release of deferred advertising | $ 15,054,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Sep. 30, 2022 | |
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. until November 5, 2021, at which time the Company underwent a capitalization and corporate reorganization by way of a spin-off by the Company to its shareholders, followed by a reverse merger with and into Net Element, Inc. (the “Merger”). Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Ottava Automotive, Inc., a California corporation, Mullen Real Estate, LLC., a Delaware corporation, Mullen Investment Properties LLC, a Mississippi corporation, and Bollinger Motors, Inc., a Delaware corporation. Intercompany accounts and transactions have been eliminated, if any. The financial statements reflect the consolidated financial position and results of operations of Mullen, which have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). |
LIQUIDITY, CAPITAL RESOURCES, A
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN | 12 Months Ended |
Sep. 30, 2022 | |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN | |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN | NOTE 2 – LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN The Coronavirus Pandemic (“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 The Company’s financial statements as of September 30, 2022, have been prepared on a going concern basis. The Company has not generated revenue to date and has accumulated losses since inception. The Company’s ability to continue operating as a going concern is contingent upon, among other things, its ability to raise sufficient additional capital and/or obtaining the necessary financing to support ongoing and future operations and to successfully manufacture and launch its products for sale. While the Company expects to obtain the additional capital and/or financing that is needed, there is no assurance that the Company will be successful in obtaining the necessary funds to bring its product and service offerings to market and support future operations. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Our management plans to raise additional capital through a combination of equity and debt financing, strategic alliances and licensing arrangements. Company management has evaluated whether there are any conditions and events considered in aggregate, which raises 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 $889.9 million, and have a deficiency in working capital of approximately $36.0 million on September 30, 2022. For more information regarding additional financing after September 30, 2022, see Note 20 – Subsequent Events. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Sep. 30, 2022 | |
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. Business Combination Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. FASB ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense. The Company completed the acquisition of Bollinger Motors, Inc on September 7, 2022 (see Note 4 – Acquisition of Bollinger Motors, Inc.). Use of Estimates The preparation of 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 financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, the fair value of net assets acquired in business acquisitions and asset purchases, fair value of financial instruments, economic lives of intangible assets and property and equipment, income taxes, contingencies, inputs used to value stock-based compensation, and the valuation of common and preferred stock issued by the Company. Additionally, the interest rates 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 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 in which there is 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. Cash and cash equivalents are $54.1 million and $42 thousand as of September 30, 2022, and 2021, respectively. Restricted Cash Cash obtained from customer deposits is held by the Company and is restricted from use to fund operations. Refundable deposits are $289 thousand and $0 for the year ended September 30, 2022, and 2021, respectively. On September 7, 2022, the Company deposited $30 million in an escrow account as part of the Bollinger acquisition ( see Note 4 – Acquisition of Bollinger Motors, Inc. Prepaid 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 are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated economic useful lives of the assets. Estimated Useful Lives Description Life Buildings 30 Years and shorter of life of asset or lease term Furniture and Equipment 3 to 7 Years Computer and Software 1 to 5 Years Machinery, Shop and Testing Equipment 3 to 7 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.” Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Since the Company has incurred operating losses to date, the net deferred tax assets have been fully offset by a valuation allowance as of September 30, 2022. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the “more likely than not” threshold for financial statement recognition and measurement. There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At September 30, 2022, and 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 September 30, 2022, and 2021. Intangible Assets Intangible Assets The Company capitalizes legal costs related to the application for patents and trademarks. Amortization of such patent costs will begin when the related patent is granted to the Company and is recorded on a straight-line basis. Management judgment is used to determine the estimated economic life on intangible assets. Intangible assets are amortized over a maximum of 10 years. The Company acquired intangible assets in connection with the Bollinger acquisition which are being amortized over its estimated economic lives. Impairment of Long-Lived Assets The Company periodically evaluates property, plant and equipment and intangible assets for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company has not recorded any such impairment charges during the years ended September 30, 2022, and 2021, respectively. Leases In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. 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. 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.” Share-Based Compensation We account for share-based awards issued by the Company in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, Related Party Transactions We have related party transactions with certain of our directors, officers, and principal shareholders, in addition to entities related to certain officers, these transactions 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 (See Note 19 – Related Party Transactions) for detail on related party transactions. 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 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. 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. The amounts in excess of insured limits as of September 30, 2022, and 2021 are $53.3 million and $0, respectively. Recently Issued Accounting Standards Accounting standard updates issued but not yet added were assessed and determined to be either not applicable or not expected to have a material impact on our consolidated financial statements. |
ACQUISITION OF BOLLINGER MOTORS
ACQUISITION OF BOLLINGER MOTORS, INC. | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITION OF BOLLINGER MOTORS, INC. | |
ACQUISITION OF BOLLINGER MOTORS, INC. | NOTE 4 – ACQUISITION OF BOLLINGER MOTORS, INC. On September 7, 2022, the Company acquired, through a series of purchase agreements, 544,347 shares of common stock of Bollinger Motors, Inc. (“Bollinger Motors”), representing approximately 60% of the outstanding shares. Purchase accounting is open with respect to taxes until all tax basis information can be gathered. The following table summarizes the preliminary purchase price consideration to acquire Bollinger Motors: Cash consideration $ 75,000,000 Cash consideration- deferred 32,000,000 Stock consideration (book value of $41.2 million) 41,577,647 Total Consideration $ 148,577,647 Total consideration of $148.6 million was paid or payable to Bollinger Motors and Bollinger shareholders as follows: ● Cash consideration due to Bollinger Motors is approximately $107 million, of which $75 million was paid at closing and $32 million is to be paid in five installments through August 5, 2023. The Company deposited $32 million into an escrow account on November 29, 2022 to fulfill the five installment amount. ● Stock consideration due to Bollinger shareholders is 63,599,876 shares of the Company’s Common Stock valued at approximately $41.6 million. The Company has determined that the acquisition of Bollinger Motors constitutes a business acquisition as defined by ACS 805, Business Combinations 820, Fair Measurements and Disclosure The following table summarizes the allocation of fair value of assets acquired and liabilities assumed: Purchase Consideration Cash and debt consideration $ 107,000,000 Stock consideration 41,577,647 Total consideration received for 60% of Bollinger 148,577,647 Noncontrolling interest (40%) 99,051,765 Consideration transferred including noncontrolling interest $ 247,629,412 Allocation of Purchase Consideration Cash and restricted cash $ 77,238,086 Other current assets 867,112 Fixed assets 1,009,662 Goodwill 92,479,704 Intellectual property 58,304,612 Patents 32,391,186 Trademarks 1,075,048 Non-compete agreements 745,947 Other non-current assets 246,896 Accounts payable (638,752) Refundable deposits (213,679) Deferred tax liability (14,882,782) Other current liabilities (993,628) Estimated fair value of 100% of net assets acquired $ 247,629,412 As a result of the acquisition transaction, Mullen acquired controlling interest of Bollinger. Acquired intellectual property, patents and non-compete agreements have finite life. The finite-lived intangible assets will be amortized using the straight-line method of the respective lives of each asset. Below are the acquired intangibles with their relative useful lives and method of amortization: Intangible Asset Useful Life Amortization Method Intellectual property 10 years Straight-line Patents 10 years Straight-line Trademarks 10 years Straight-line Non-compete agreements 5 years Straight-line Valuation Methodology The fair value of Intellectual Property was determined using the Relief from Royalty Method. This method was applied to the core intellectual property of Bollinger Motors consisting of the designs, trademarks and processes. Under the MPEEM, the Company determines free cash flows for a group of assets, and then adjusts it for a contributory charge for the use of other identifiable tangible and intangible assets. The present value of the resulting excess cash flows is adjusted for any tax benefits and the resulting amount represents the fair value of the intangible asset. The fair value of the Company’s patents was determined using the Relief from Royalty Method. The method considers what a purchaser could afford, or would be willing to pay, for a license of similar intellectual property rights. The royalty stream is then capitalized reflecting the risk and return relationship of investing in the asset. The Company used 5% as an initial royalty rate, gradually decreasing it to 1% over 10 years in 2031 to reflect technological obsolescence. The non-compete agreement was valued using a discounted cash flow with and without method. Under this method, estimated enterprise value is calculated with non-complete clauses and compared to the enterprise value in the absence of the clauses. Estimated enterprise value is determined as present value of future cash flows. The after-tax differential of enterprise value is adjusted for the probability, reflecting specific facts and circumstances. As part of application of the above methods, the annual discount rate used to determine the present value of future cash flows varied between 40% and 42%. Assumptions used in forecasting cash flows and determining the fair value for each of the identified intangible asset included consideration of the following: - Historical performance of the assets, sales and profitability - Estimation of the economic life of the assets - Risk profile of an individual assets - Business prospects and industry expectations - Amortization benefits on intangible assets - Acquisition of new customers. Supplemental pro forma information The following supplemental pro forma information summarizes the Company’s results of operations for the current reporting period, as if the Company completed the acquisition as of the beginning of the annual reporting period. Supplemental pro forma information is as follows: Year ended September 30, 2022 2021 Total Revenues — — Net loss (753,916,185) (57,647,534) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 5 – GOODWILL AND INTANGIBLE ASSETS For the years ended September 30, 2022, and 2021, goodwill was approximately $92.8 and $0, respectively (See Note 4 – Acquisition of Bollinger Motors, Inc.). The Company website development, trademark and patents costs were $93.9 million and $2.5 million as of September 30, 2022 and 2021, respectively. These costs historically have been capitalized. The weighted average useful life of intangible assets is 9.73 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. The straight-line method of amortization represents management’s best estimate of the distribution of the economic value of the identifiable intangible assets. September 30, 2022 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 $ (1,108,496) $ 1,551,895 $ 2,660,391 $ (221,699) $ 2,438,692 Intellectual property 58,375,794 (438,581) 57,937,213 71,182 (69,205) 1,977 Patents 32,391,186 (204,109) 32,187,077 — — — Other 1,820,994 (16,175) 1,804,819 — — — Trademark 466,014 — 466,014 54,590 — 54,590 Total Finite-Lived Intangible Assets $ 95,714,379 $ (1,767,361) $ 93,947,018 $ 2,786,163 $ (290,904) $ 2,495,259 Total future amortization expense for finite-lived intangible assets are as follows: Years Ended September 30, 2022 Future Amortization 2023 $ 10,213,071 2024 9,991,372 2025 9,326,274 2026 9,326,274 2027 9,326,274 Thereafter 45,297,740 Total Future Amortization $ 93,481,005 For the years ended September 30, 2022, and 2021, amortization for the intangible assets was $1,476,457 and $245,427 respectively. |
DEBT
DEBT | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | NOTE 6 – DEBT Short-term debt comprises a significant component of the Company’s funding needs. Short-term debt is defined as debt with principal maturities of one-year or less. Long-term debt is defined as principal maturities of greater than one year. Short and Long-Term Debt The following is a summary of our indebtedness at September 30, 2022: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 3,051,085 $ 3,051,085 $ — 0.00 - 10.00 % 2019-2021 Promissory Notes 1,096,787 — 1,096,787 28.00 % 2024 Real Estate Note 5,247,612 247,612 5,000,000 5.0 - 8.99 % 2023 - 2024 Loan Advances 557,800 557,800 — 0.00 - 10.00 % 2016 - 2018 Less: Debt Discount (932,235) — (932,235) NA NA Total Debt $ 9,021,049 $ 3,856,497 $ 5,164,552 NA NA Scheduled Debt Maturities The following scheduled debt maturities at September 30, 2022: Years Ended September 30, 2023 2024 2025 2026 Total Total Debt $ 3,856,497 $ 5,164,552 $ — $ — $ 9,021,049 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%. Promissory notes and loan advances that are in default still accrue interest after their scheduled maturity dates. We record imputed interest on promissory notes and advances which are deemed to be below the market interest rate. For the years ended September 30, 2022, and 2021, we recorded interest expenses of $30,199,081 and $21,168,232, respectively. In some instances, shares of common stock or warrants were issued 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 fiscal year ended September 30, 2022, and 2021, was $19,032,382 and $8,026,328, respectively. Prior SPAs and Related Warrants The 15% unsecured convertible notes (the “15% Notes”) described within the Exchange Agreement dated May 7, 2021 were issued pursuant to certain Securities Purchase Agreements (the “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 15% 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 warrants to purchase shares of common stock of the Company (the “Prior SPA Warrants”). See Note 8 - Deficiency in Stockholders’ Equity - Amendments to Warrants and Anti-Dilution Waivers . Amended and Restated Secured Convertible Note and Security Agreement On June 17, 2022, the Company entered into an Amended and Restated Secured Convertible Note and Security Agreement (the “A&R Note”) with Esousa Holdings LLC, (“Esousa”). The A&R Note amended and restated a promissory note dated July 23, 2020, entered into between Mullen Technologies, Inc. and DBI Lease Buyback Servicing LLC (“DBI”), for a principal amount of $23,831,554 (the “Original Note”). Esousa purchased rights under the Original Note from DBI immediately prior to entering into the A&R Note. The A&R Note extended the maturity date of the Original Note, to July 23, 2024. In addition, the A&R Note provides that Esousa may elect to convert all or any portion of the then-outstanding principal balance of into that number of shares of the common stock of the Company, equal to the number obtained by dividing the outstanding principal balance of to be so converted at a 5% discount to the lowest daily volume-weighted average price in the 10 trading days prior to conversion based on the prevailing market value of shares of the common stock of the Company as reported on Nasdaq at close on the date on which a written notice of conversion On June 27, 2022, Esousa exercised their right to convert the principal amount of $27,770,400 into 28,000,000 shares of common stock. The Company issued 17,500,000 shares as partial conversion and recorded a liability at fair value in the amount of $13,755,000 classified as shares to be issued. As of September 30, 2022, the balance of the A&R Note was $1,096,787 in principal plus accrued interest of $300,907. Subsequent Events). |
FAIR VALUE MEASUREMENTS AND FAI
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 7 – FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following three levels: Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial Liabilities Measured at Fair Value The fair value of warrant obligations on recognition date and on subsequent dates was estimated as a maximum of (i) Black Scholes value for cash exercise of relevant warrants and (ii) current market value of the number of shares the Company would be required to issue upon cashless warrant exercise on a relevant date in accordance with warrant contract conditions. The fair value of the warrants and other convertible instruments includes inputs that are not observable in the market and thus represents a Level III financial liability. The assumptions used that represent management’s best estimates of the fair value of the Company’s warrants and other convertible instruments issued and outstanding were as follows: September 30, 2022 Expected term (in years) 4.75 - 9.97 Volatility 152 % Dividend yield 0.00 % Risk-free interest rate 2.98 - 3.01 % Exercise price $ 8.83 Please see Note 8-Warrants section for fair value disclosures Financial instruments for which carrying value approximates fair value Financial instruments that are not carried at fair value on the 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. |
DEFICIENCY IN STOCKHOLDERS' EQU
DEFICIENCY IN STOCKHOLDERS' EQUITY | 12 Months Ended |
Sep. 30, 2022 | |
DEFICIENCY IN STOCKHOLDERS' EQUITY | |
DEFICIENCY IN STOCKHOLDERS' EQUITY | NOTE 8 –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, the Company filed an Amended and Restated Certificate of Incorporation, which includes the rights and privileges of Preferred Stock Series A, Series B, and Series C. Under the terms of our Certificate of Incorporation, the Board of Directors may determine the rights, preferences and terms of our authorized but unissued shares of preferred stock. On September 19, 2022, the Company entered into Amendment No. 2 to the Series D SPA, which amendment provided for the sale of $35 million of the Series D Preferred Stock (the “Initial Purchase”) at a purchase price per share equal to the lower of (i) $1.27 or (ii) the closing price of the Common Stock on the trading day immediately after the date on which the registration statement becomes effective. For every share of Series D Preferred Stock purchased in the Initial Purchase, such investor also received Warrants exercisable into Common Stock at a rate of 185% of the shares of Common Stock initially issuable upon conversion of the Series D Preferred Stock purchased by such investor. The Company issued to the investors 79,926,925 shares of Series D Preferred Stock, par value $0.001 per share, and 147,864,810 warrants exercisable for shares of Common Stock on cash or cashless basis. The shares of common stock issuable upon conversion of the Series D Preferred Stock and issuable upon exercise of the warrants were registered for resale on a FormS-3 Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on September 19, 2022. The Company also filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware. The Certificate of Designations provides for the issuance of up to 87,500,001 shares of Series D Preferred Stock. Holders of our Series D Preferred Stock have no voting rights except in a liquidation event, issuance of equity security having a preference over the Series D Preferred Stock, amendment of the Company’s Certificate of Incorporation or bylaws that adversely affect the rights of the Series D Preferred Stock, and corporate dissolution or bankruptcy, each as set forth in Section 8 of the Certificate of Designation for Series D Preferred Stock. To the extent the holder of a share of Series D Preferred Stock is entitled to vote on a matter pursuant to Section 8, then the holder of each share of Series D Preferred Stock has the right to one vote for each share. At September 30, 2022, the Company had 500,000,000 shares of Preferred Stock authorized with $0.001 par value per share. There were 1,924 shares of Series A Preferred Stock, 1,360,321 shares of Series C Preferred Stock, and 4,359,652 shares of Series D Preferred Stock as of September 30, 2022. There were 100,363 shares of Series A Preferred Stock and 5,567,319 shares of Series B Preferred Stock as of September 30, 2021. Dividends The holders of Series A Preferred Stock and Series B Preferred Stock are entitled to non-cumulative dividends if declared by the Board of Directors. The holders of the Series A Preferred Stock and Series B Preferred Stock 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 twelve months ending September 30, 2022 and 2021. The Series C Preferred Stock bears a 15.0% per annum fixed dividend accumulated and compounded monthly, 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 (See Note 20 – Subsequent Events). Dividends on the Series C Preferred Stock are payable prior to any dividends on any other series of Preferred Stock or the Common Stock. The balance was approximately $7.5 million at September 30, 2022. 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. The Series D Preferred Stock bears a 15.0% per annum fixed dividend accumulated and compounded monthly, payable no later than the 5th day after the end of each month on the Series D Original Issue Price plus unpaid accrued and accumulated dividends. Dividends on the Series D Preferred Stock will be prior to any dividends on any other series of Preferred Stock or the Common Stock. The balance was approximately $0.3 million at September 30, 2022. The Company may elect to pay dividends for any month with a paid-in-kind election 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 ten trading days in any period of twenty consecutive trading days on the NASDAQ is equal to or greater than $27.5 million. Redemption Rights 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 Stock and holders of Series D Preferred Stock shall have 15 days to convert such shares to common stock prior to the date of redemption. In addition to the above, the shares of Series C Preferred Stock 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 The Series D Preferred Stock may be redeemed by the Company subject to the following conditions: (i) the shares have been issued and outstanding for at least one year, (ii) the issuance of the shares of common stock underlying the shares has been registered pursuant to the Securities Act and the registration statement is effective, and (iii) the trading price for the common stock is less than the Series D Conversion Price (as such term is defined in the Certificate of Designation) for 20 trading days in any period of 30 consecutive trading days on the Nasdaq CM. In addition to the above, the shares will also be redeemable 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 D Redemption Price Year 3: Redemption at 115% of the Series D Redemption Price Year 4: Redemption at 110% of the Series D Redemption Price Year 5: Redemption at 105% of the Series D Redemption Price Year 6 and thereafter: Redemption at 100% of the Series C Redemption Price Liquidation Subject to applicable law, in the event of any Liquidation Event (as defined in the Certificate of Incorporation), the holders of Series D Preferred Stock 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 D Original Price (as defined in the Certificate of Designation), plus declared but unpaid dividends. The holders of the Series B Preferred Stock will then 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 Stock will then be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Series A Preferred Stock 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. Upon completion of the distribution to the Series B Preferred Stock and Series C Preferred Stock, the holders of the Series A Preferred Stock will be entitled to receive, prior and in preference to any distribution of the proceeds to the holders of the Common Stock by reason of their ownership thereof, $1.29 per share for each share of Series A Preferred Stock (subject to adjustment), plus declared and unpaid dividends, Thereafter, any remaining proceeds will be distributed to holders of the Common Stock ratably in proportion to the number of shares of Common Stock held by them. Conversion Each share of Series A Preferred Stock is convertible at any time at the option of the holder into one one The Series D Preferred Stock is convertible at the option of each holder at any time into the number of shares of Common Stock determined by dividing the Series D Original Issue Price (plus all unpaid accrued and accumulated dividends thereon, as applicable, whether or not declared), by the Series D Conversion Price, subject to adjustment as set in the Certificate of Designation. The "Series D Original Issue Price" for each share of the Series D Preferred Stock means the lower of (i) $1.27 or (ii) the closing price on the Trading Day immediately preceding the Purchase Notice Date. Each share of Series C Preferred Stock will automatically be converted into shares of Common Stock at the applicable conversion rate at the time in effect immediately upon (A) the issuance of shares of Common Stock underlying the Series C Preferred Stock being registered pursuant to the Securities Act of 1933 and such registration remaining effective, (B) the trading price for this corporation’s Common Stock being more than two times the Series C Conversion Price for 20 trading days in any period of 30 consecutive trading days on the Nasdaq Capital Market, and (C) the average daily trading dollar volume of this corporation’s Common Stock during such 20 trading days is equal to or greater than $4.0 million. Each share of Series B Preferred Stock will automatically be converted into shares of Common Stock at the applicable conversion rate at the time in effect immediately upon the earlier of (i) this corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form S-3 under the Securities Act of 1933, as amended, the public offering price of which was not less than $100,000,000 in the aggregate (a “Qualified Public Offering”) or (ii) the date specified by written consent or agreement of the holders of the then outstanding shares of Series B Preferred Stock. Each share of Series A Preferred Stock will automatically be converted into shares of Common Stock on a 100-for-1 basis (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Common Stock) upon the earlier of (i) a Qualified Public Offering or (ii) the date specified by written consent or agreement of the holders of the then outstanding shares of Series A Preferred Stock. Each share of Series D Preferred Stock will automatically be converted into shares of Common Stock at the applicable Conversion Rate at the time in effect immediately upon (A) the issuance of shares of Common Stock underlying the Series D Preferred Stock being registered pursuant to the Securities Act and such registration remaining effective, (B) the trading price for the Company’s Common Stock being more than two times the Series D Conversion Price for 20 trading days in any period of 30 consecutive trading days on the Nasdaq Capital Market, and (C) the average daily trading dollar volume of the Company’s Common Stock during such 20 trading days is equal to or greater than $27,500,000. 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 Common Stock At September 30, 2022, the Company had 1,750,000,000 shares of common stock authorized with $0.001 par value per share. There were 833,468,180 shares and 7,048,387 shares of common stock issued outstanding Amendments to Anti-Dilution Provisions of Preferred Stock On January 31, 2022, the Company received stockholder approval by the written consent of a majority of our stockholders approving, and on January 31, 2022, filed a preliminary information statement of Schedule 14C with the SEC, seeking to ratify, the filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation to increase the conversion price of the Series B Preferred Stock and Series C Preferred Stock from $0.6877 per share to $8.84 per share. The Certificate of Amendment was adopted to honor the terms set forth in the Merger Agreement, pursuant to which the Company agreed to issue shares of Series B Preferred Stock and Series C Preferred Stock to holders of Series B Preferred Stock and Series C Preferred Stock of Mullen Technologies, Inc. at a ratio of 1 for 12.846 . Upon issuance of the preferred stock at such ratio a corresponding adjustment should have been made to the conversion price of such Series B Preferred Stock and Series C Preferred Stock and such adjustment should have been reflected in the Amended and Restated Certificate of Incorporation that was filed after the closing of the Merger. A Certificate of Amendment effecting the Amendments was filed on March 8, 2022. Additional Investment Rights Certain selling stockholders of the Company have the right to purchase additional shares of Series C Preferred Stock and warrants. Until November 5, 2022, (a) pursuant to the Exchange Agreement certain investors have the right to purchase additional up to 2,336,690 shares of Series C Preferred Stock and up to 7,010,093 warrants and (b) the investor under the $20 Million SPA (as defined below) has the right to purchase up to 2,637,524 shares of Series C Preferred Stock and up to 7,912,574 warrants, at the same price as the original securities purchased and on the same terms and conditions. Additional Securities Purchase Agreement and Related Warrants One of the noteholders and Mullen Technologies entered into an additional Securities Purchase Agreement (the “ $20 Million SPA”) dated as of May 7, 2021, providing for the purchase of 29,082,449 shares of Series C Preferred Stock of Mullen Technologies (the “Purchase Shares”) at a price per share equal to $0.6877 per share, and five-year warrants to purchase, at no additional cost, 75,990,980 shares of common stock of Mullen Technologies at an exercise price $0.6877 per share. The investor may also purchase until November 5, 2022 an additional $40 million of Series C Preferred Stock with similar warrant coverage. The exercise price of these warrants is subject to adjustment in accordance with their terms. At the effective time of the Merger, (i) each of the Purchase Shares were canceled and converted automatically into the right to receive 0.078 shares of the Series C Preferred Stock, and (ii) each of the warrants to purchase Mullen Technologies common stock were canceled and converted automatically into a warrant exercisable for shares of common stock of the Company. Warrants The following table summarizes warrant activity for the years ended September 30, 2022, and 2021: Common Stock Weighted Average Shares Exercise Price Warrants outstanding at September 30, 2021 4,924,452 $ 8.84 Warrants exercised (46,873,726) $ 8.84 Warrants granted 192,785,950 $ 2.39 Warrants expired — $ — Warrants outstanding at September 30, 2022 150,836,676 $ 0.60 Common Stock Weighted Average Shares Exercise Price Warrants outstanding at September 30, 2020 540,905 $ 0.69 Warrants exercised — $ — Warrants granted 4,480,855 $ 0.69 Warrants expired (97,308) $ 0.69 Warrants outstanding at September 30, 2021 4,924,452 $ 0.69 2021 Warrants The warrants in the amount of 4,924,447 as of September 30 (and 540,905 warrants outstanding on September 30, 2020) were valued under Black Scholes method and recorded as debt discount and were being amortized over the remaining life of relevant convertible debt. The warrants had five-year exercise period and weighted average exercise price of $0.69. No warrants were exercised during 12 months ended September 30, 2021. These pre-merger warrants were exchanged for Preferred C warrants upon the completion of the reverse acquisition, see below. September 30, 2022 Expected term (in years) 4.0 Volatility — % Dividend yield 0.00 % Risk-free interest rate 0.78 % Common stock price $ 0.69 The allocation of the fair value of these warrants was included as a discount of the Series C and D Preferred Stock on the consolidated balance sheet and amortized to discount expense immediately upon issuance since the preferred stock has no stated maturity. 2022 Warrants Preferred C warrants The exercise price of pre-merger Warrants was adjusted as provided in the warrants and further in accordance with the Merger Agreement such that the exercise price became $8.834 per share upon the closing of the reverse acquisition on November 9, 2021. At the effective time of the Merger, each of the warrants to purchase Mullen Technologies common stock were canceled and converted into a warrant exercisable for shares of common stock of the Company. Along with the cash exercise option (at Under ASC 480-10, a freestanding financial instrument (such as a warrant) is required to be accounted for a liability if it may be settled with a variable number of shares of monetary value of which is based solely or predominantly on a variable inversely related to the fair value of the issuer’s shares. Therefore, Management determined that the cashless option of the warrants precluded recognition as an equity instrument and all the warrants issued attached to Preferrable Series C Stock have been recognized at fair value with subsequent revaluation through earnings. Management determined fair value of the warrant liability on recognition date and on subsequent dates as a maximum of (i) Black Scholes value for cash exercise of relevant warrants and (ii) current market value of the number of shares the Company would be required to issue upon cashless warrant exercise on a relevant date in accordance with warrant contract conditions. The initial financial costs recorded upon the issuance At each warrant exercise date and each accounting period end the warrant liability for the remaining unexercised warrants is marked-to-market value and the resulting gain or loss is recorded. A mark-to-market net loss of $121,153,249 was recorded for the year ended September 30, 2022. On February 10, 2022, the Company entered into amendments to the Prior SPAs. Pursuant to these amendments, the terms of the Prior SPA Warrants were amended, resulting in a change to the calculated derived dollar amount. The effect of these changes in amount of $ 32,735,345 has been accounted for as deemed dividends on preferred stock and decreased additional paid-in capital of the Company. During the year ended September 30, 2022 41,949,279 Preferred C warrants were exercised on a cashless basis under which 533,214,489 shares of common stock were issued, with a total fair market value of $554,371,539 at the date of exercise. At September 30, 2022, 2,973,276 Preferred C warrants remain outstanding which, if on a cashless basis, could be exercised for 89,092,811 shares of common stock with a fair market value of $29,400,627 at September 30, 2022. September 30, 2022 Expected term (in years) 5.0 Volatility 34.14 % Dividend yield 0.00 % Risk-free interest rate 4.06 % Common stock price $ 0.33 Preferred D warrants For every share of Series D Preferred Stock purchased, the investors received 185% warrants exercisable for shares of Common Stock at an exercise price equal to the lower of (i) $1.27 or (ii) the closing price of the Common Stock on the trading day immediately after the date on which the registration statement registering the shares of Common Stock issuable upon conversion of the Series D Preferred Stock becomes effective ($0.4379 on transaction date). The warrants are exercisable for a five-year period commencing upon issuance. The contracts for these Series D Warrants contain cashless exercise provisions similar to Series C Warrants described above. Therefore Management applied similar accounting treatment to recognition, measurement and presentation of the warrant liabilities. Initial financial costs recorded upon the issuance of the Preferred D warrants were $54,537,685. A mark-to-market net loss of $860,866 was recorded for the year ended September 30, 2022. During the year ended September 30, 2022 no Preferred D warrants were exercised. At September 30, 2022, 147,864,810 Preferred D warrants remain outstanding which, if on a cashless basis, could be exercised for 167,874,398 shares of common stock with a fair market value of $55,398,551 at September 30, 2022. September 30, 2022 Expected term (in years) 5.0 Volatility 34.14 % Dividend yield 0.00 % Risk-free interest rate 4.06 % Common stock price $ 0.33 Other Warrants CEOcast $15 Million Notes Receivable Warrants On October 8, 2021, the Company entered into an agreement with CEOcast, Inc., whereby CEOCast, Inc. purchased warrants to acquire shares of Company common stock for $15 million. The warrant price was paid via issuance of a $15 million promissory note. During the third quarter of 2022, the Company received $15 million cash collected on the promissory note and issued 14,343,550 shares of the Company’s common stock upon the exercise of these warrants. $10.5 Million Warrant Issuance During 2021, the company received $10.5 million in cash for issuance of 154,592 warrants, which were converted into 2,193,533 shares of the Company’s common stock upon exercise of these warrants. Company management evaluated the terms of these warrant for classification and accounting under the provisions of ASC 815-40 and determined the warrants met treatment as equity. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Sep. 30, 2022 | |
LOSS PER SHARE | |
LOSS PER SHARE | NOTE 9 – LOSS PER SHARE Earnings per common share 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 fiscal year ended September 30, 2022, and 2021, the convertible debt and shares of Preferred Stock were excluded from the diluted share count because the result would have been antidilutive under the “if-converted method.” The warrants to purchase common shares of stock also were excluded from the computation because the result would have been antidilutive. The following table presents the reconciliation of net loss attributable to common stockholders to net loss used in computing basic and diluted net income per share of common stock: Fiscal Year ended September 30, 2022 2021 Net loss attributable to common stockholders $ (739,532,806) $ (44,240,580) Less: Accumulated Series C Preferred Stock Dividends 7,762,255 — Less: Preferred Series C Deemed Dividend 32,754,185 — Net loss used in computing basic net income per share of common stock $ (780,049,246) $ (44,240,580) Net Loss per Share $ (2.80) $ (8.56) Weighted average shares outstanding, basic and diluted 278,219,500 5,171,144 |
SHARE- BASED COMPENSATION
SHARE- BASED COMPENSATION | 12 Months Ended |
Sep. 30, 2022 | |
SHARE- BASED COMPENSATION | |
SHARE- BASED COMPENSATION | NOTE 10 –SHARE- BASED COMPENSATION The Company 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. Subject to the approval of the Company’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 Company’s Common Stock, are notified of the Company’s share incentive plan during their onboarding process, and the employee’s offer letter describes the shares earned by the employee under the plan. Employees are vested in 100% of the shares after 12 months of continuous service. Additional shares may be issued to employees over the next two years on their anniversary date. Any disruption or separation of service results in the forfeiture of common shares. Employee share issuances are accounted for as part of Salaries expenses. 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 . Shares granted in consulting agreements, or in exchange for services provided, are specified within the individual contracts, are negotiated and approved by our Chief Executive Officer. Shares are earned over the contract or service period. Shares are accounted for as professional fees within G&A expenses. 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 service period. For the fiscal year ended September 30, Composition of Stock-Based Compensation Expense 2022 2021 Directors, Officers and Employees share-based compensation 19,471,496 2,505,091 Shares issued to consultants for services 24,268,196 2,460,529 Total Share-Based compensation expense $ 43,739,692 $ 4,965,620 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Sep. 30, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 11 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES September 30, 2022 September 30, 2021 Accrued Expenses and Other Liabilities Accrued expense - other $ 3,529,383 $ 2,051,696 IRS Tax Liability 1,744,707 — Accrued payroll 534,782 4,586,057 Accrued interest 1,377,008 12,489,012 Total $ 7,185,881 $ 19,126,765 |
LIABILITY TO ISSUE STOCK
LIABILITY TO ISSUE STOCK | 12 Months Ended |
Sep. 30, 2022 | |
LIABILITY TO ISSUE STOCK | |
LIABILITY TO ISSUE STOCK | NOTE 12 - LIABILITY TO ISSUE STOCK The liability represents the remaining 10,500,000 common shares owed measured at fair value shares arising from conversion notice received by Esousa for its current note on September 30, 2022. Due to the insufficient number of authorized shares available to settle the conversion into 28,000,000 common shares, only 17,500,000 shares were issued to Esousa. On September 30, 2021, the liability represents an obligation to issue approximately $7.0 million payable in shares of common stock to Preferred Management Partners. |
PROPERTY, EQUIPMENT AND LEASEHO
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | 12 Months Ended |
Sep. 30, 2022 | |
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: September 30, September 30, 2022 2021 Building $ 8,306,697 $ 804,654 Furniture and Equipment 556,948 111,102 Vehicles 96,363 45,887 Computer Hardware and Software 1,013,308 139,742 Machinery and Equipment 7,383,612 2,597,654 Construction-in-progress 269,778 — Leasehold Improvements 76,438 66,379 Subtotal 17,703,145 3,765,418 Less: Accumulated Depreciation (2,899,428) (2,583,941) Property, Equipment and Leasehold Improvements, Net $ 14,803,716 $ 1,181,477 Depreciation expense related to property, equipment and leasehold improvements for the years ended September 30, 2022, and 2021 was $379,256 and $354,125, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Sep. 30, 2022 | |
OTHER ASSETS | |
OTHER ASSETS | NOTE 14 – OTHER ASSETS Other assets consist of the following: September 30, 2022 September 30, 2021 Other Assets Other Assets $ 81,588 $ 167,139 Show Room Vehicles 2,982,986 2,739,995 Security Deposits 281,057 1,426,640 Total Other Assets $ 3,345,631 $ 4,333,774 |
OPERATING EXPENSES
OPERATING EXPENSES | 12 Months Ended |
Sep. 30, 2022 | |
OPERATING EXPENSES | |
OPERATING EXPENSES | NOTE 15 – OPERATING EXPENSES General and Administrative Expenses consists of the following: Year ended September 30, 2022 2021 Professional fees $ 46,224,690 $ 6,991,246 Salaries 13,714,669 6,091,520 Depreciation 966,940 720,805 Amortization 888,774 — Lease 2,145,648 1,776,198 Settlements and penalties 1,134,707 1,532,378 Employee benefits 2,107,793 368,563 Utilities and office expense 511,899 345,766 Advertising and promotions 4,407,764 413,771 Taxes and licenses (284,854) 73,527 Repairs and maintenance 392,679 244,868 Executive Expenses and Directors' Fees 482,455 — Listing and Regulatory Fees 1,546,810 — Outside Labor 352,201 — Other 746,081 835,299 Total $ 75,338,256 $ 19,393,941 Within professional fees is Common shares for services, which is the issuance of the Company’s Common Stock shares for services rendered to consultants and professional service firms. The expense is recorded at the fair value of Common Stock shares issued (see Note 10 - Share Based Compensation). Research and Development Research and Development as of September 30, 2022, and September 30, 2021, were $21,650,840, and $3,009,027 respectively. Research and development costs are expensed as incurred. Research and development expenses primarily consist of the engineering and design of Mullen Five EV and the design and build of the Mullen FIVE RS. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
LEASES | NOTE 16 – LEASES The Company has entered into various operating lease agreements for certain of its offices, manufacturing and warehouse facilities, and corporate jet. We implemented the provisions of ASC 842, on October 1, 2019. Operating leases are included in the right-of-use assets, and current and noncurrent portion of lease liabilities, as appropriate. These right-of-use assets also include any lease payments made and initial direct costs incurred at lease commencement and exclude 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 have 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. September 30, 2022 September 30, 2021 Assets: Operating lease right-of-use assets $ 4,597,052 $ 2,350,929 Liabilities: Operating lease liabilities, current (1,428,474) (599,898) Operating lease liabilities, non-current (3,359,354) (1,857,894) Total lease liabilities $ (4,787,828) $ (2,457,792) Weighted average remaining lease terms: Operating leases 2.63 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, 2022, and 2021 $ 1,751,680 $ 1,057,438 Operating lease costs: For the fiscal year ended September 30, 2022 2021 Fixed lease cost $ 1,718,424 $ 1,185,576 Variable lease cost 496,914 448,983 Short-term lease cost 164,690 401,526 Sublease income (293,512) (84,473) Total operating lease costs $ 2,086,517 $ 1,951,612 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. On November 11, 2021, the Company cancelled its lease with Saleen Motors International LLC and purchased the property for $12,000,000. On June 29, 2022, the Company entered into a lease agreement with Lakeview Business Center LLC to lease general office space at 100 Technology Drive, Irvine, CA, Suite 100. The lease term is 36 months The following table reflects maturities of operating lease liabilities at September 30, 2022: Years ending September 30, 2023 $ 2,820,060 2024 2,706,912 2025 2,082,614 2026 243,539 2027 15,173 Thereafter — Total lease payments $ 7,868,298 Less: Imputed interest (3,080,470) Present value of lease liabilities $ 4,787,828 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES. | |
INCOME TAXES | NOTE 17 – INCOME TAXES On December 2, 2019, we entered into a tax sharing agreement with Mullen Technologies Inc. Our tax provision is calculated primarily as though the Company was a separate taxpayer. However, under certain circumstances, transactions between us and Mullen Technologies 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. 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. The components of loss before income taxes are $740,323,152 and $44,239,780, for the years ended September 30, 2022 and 2021, respectively. The Company's total provision (benefit) for income taxes consists of the following for the year ended September 30, 2022: September 30, September 30, 2022 2021 Current Federal $ — $ — State 1,600 800 Total Current $ 1,600 $ 800 Deferred Federal $ (280,552) $ — State — — Total Deferred (280,552) — Total provision (benefit) for income taxes $ (278,952) $ 800 For the year ended September 30, 2022, we had income tax NOL carryforwards of approximately $341.4 million for Federal and $318.9 million for California, which will expire as follows: September 30, September 30, 2022 2021 Federal 2034-2037 $ 29,838,716 $ 29,838,716 Indefinite 311,525,886 162,818,819 Total Federal $ 341,364,602 $ 192,657,535 California 2034-2040 318,862,714 191,722,566 Total California $ 318,862,714 $ 191,722,566 The reconciliation of our effective tax rate to the statutory federal rate of 21% for the years ended September 30, 2022 and 2021 is as follows: September 30, September 30, September 30, September 30, 2022 2022 - % 2021 2021 - % Income tax benefit at statutory rate $ (155,466,389) 21.00 % $ (9,247,200) 21.00 % State income taxes 1,600 — % 800 — % Permanent Differences 995,227 (0.13) % 158,166 (0.36) % Valuation Allowance 154,180,328 (20.83) % 9,091,163 (20.65) % Other 10,282 — % (2,129) — % Total (benefit) provision for income taxes $ (278,952) 0.04 % $ 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. Significant components of the Company's net deferred tax assets as of September 30, 2022, are as follows: 2022 2021 Deferred tax assets: Stock Compensation 8,442 — Net Operating loss carryforwards 78,791,906 38,676,405 Charitable Contributions 1,219 894 Accrued Expenses 86,926 315,555 Impairment Other — — Other Assets 426,099 364,419 Intangibles 48,382,778 — 163(j) Limitation 14,522,536 14,491,332 Mark-to-Market Warrants 121,545,414 — Total gross deferred tax assets 263,765,320 53,848,604 R&D Tax Credits 578,842 — Less valuation allowance (258,903,457) (53,416,875) Total net deferred tax assets 5,440,705 431,729 Deferred tax liabilities: Intangibles - (146,639) Fixed Assets (969,201) (284,922) IP (12,243,969) — Patents (6,802,149) — Trademarks (225,760) — Non-competes (156,649) — Other (336) (168) Total deferred tax liabilities (20,398,064) (431,729) Net deferred tax assets $ (14,957,359) $ — For the year ended September 30, 2022, and 2021,we recorded a full valuation allowance against the deferred tax assets because the Company is in a three year cumulative pre-tax book loss, which is significant negative evidence. We do not believe that the deferred tax assets recorded as of September 30, 2022 are more likely than not realizable. We follow the guidance for accounting for uncertainty in income taxes in accordance with FASB ASC 740, which clarifies uncertainty in income taxes recognized in an enterprise's financial statements. The standard also prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken, or expected to be taken, in an income tax return. Only tax positions that meet the more likely than not recognition threshold may be recognized. In addition, the standard provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. As of September 30, 2022, the Company has recorded $15.2 million related to unrecognized tax benefits. The Company's tax years for 2014 through 2022 are still subject to examination by the tax authorities. Tax Reform. |
CONTINGENCIES AND CLAIMS
CONTINGENCIES AND CLAIMS | 12 Months Ended |
Sep. 30, 2022 | |
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. Mullen Technologies, Inc. v. Qiantu Motor (Suzhou) Ltd. This claim was filed in the United States District Court for the Southern District of California ( Case No. 3:19-cv-01979-W-DEB th th, In early December, the parties reached an agreement in principle for resolution of the Arbitration proceedings which includes the acquisition of the Qiantu IP and the provision of a license to manufacture and sell the K-50 automobile in various territories. The parties are currently negotiating the terms of the proposed Settlement and License Agreement. Based upon information presently known to management, the Company believes that the potential liability from this claim, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. 4Wall Entertainment, Inc. v. Mullen Technologies, Inc. This claim was filed in the Orange County Superior Court ( Case No. 30-2021-01191251-CU-BC-CJC Series E Preferred Stock Purchase Option We entered into a letter agreement with DBI wherein we are committed to provide DBI with a right to purchase up to $25 million worth of a to-be-issued Series E Convertible Preferred Stock and warrants. The option and its terms have not been finalized (see Note 21 – Restatement). ASC GEM Equity Line Financing This claim arises out of an alleged breach of the contract in the Securities Purchase Agreement dated November 13, 2020. On November 9, 2021, the parties appointed an arbitrator. On January 7, 2022, GEM filed a letter brief with the arbitrator requesting leave to file a dispositive motion addressing a threshold legal issue regarding a defined term within a contract executed by the parties. Mullen filed a response to the letter brief on January 12, 2022. On January 21, 2022, the arbitrator issued a procedural order granting GEM’s request to file a dispositive motion. GEM filed its dispositive motion on February 14, 2022. Mullen filed its opposition to the dispositive motion on March 3, 2022. On April 4, 2022, the court denied GEM’s dispositive motion. The parties exchanged discovery requests on May 10, 2022. Responses were served on June 14, 2022. The follow up hearing with the arbitrator set for June 22, 2022, was adjourned. The parties recently served amended responses along with supplemental document productions on August 2, 2022, as required by the arbitrator at the July 27, 2022, hearing related to ongoing discovery issues. The parties expect a ruling from the arbitrator regarding the issue shortly. All party depositions have been scheduled. Federal and State Tax Liabilities We have recorded a liability associated with past due amounts owed to the Internal Revenue Service (“ IRS EDD On April 14, 2022, the Company entered into an installment plan with the IRS to pay $45,000 per month related to past due unpaid federal payroll liabilities plus accrued interest and penalties. As of September 30, 2022, and September 30, 2021 the Company’s past due accrued liability was $1.7 million and 3.9 million, respectively. Raymond James and Associates (“RJA”) – Investment Banking Services Agreement On May 5, 2020, the Company 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. 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. On February 2, 2022, IBM filed a Motion to Amend the Judgment it had obtained to add Mullen Automotive and Ottava as Judgment Debtors. Mullen filed its Appeal on April 8, 2022. Settlement efforts were undertaken, and a settlement was reached in which Mullen paid the full amount of the Judgment with interest, for a total of approximately $5.9 million, but maintained its Appeal rights. IBM then filed a Motion to Dismiss the Appeal based on Mullen’s payment of the Judgment. Mullen filed an Opposition to the same on July 18th, 2022, and the hearing of the matter was set for July 25th, 2022. The Court took the same under submission, and a decision has still not been issued. The Appeal is still pending. TOA Trading LLC Litigation This claim arises out of an alleged breach of contract related to an unpaid finder’s fee. On April 11, 2022, Plaintiffs TOA Trading LLC and Munshibari LLC filed a complaint against Mullen Automotive, Inc. and Mullen Technologies, Inc. in the United States District Court for the Southern District of Florida. On May 18, 2022, the Company filed a Motion to Dismiss or in the Alternative, Transfer Venue. Plaintiffs filed their opposition on June 3, 2022. The Company filed its reply on June 8, 2022. The court has taken the motions under submission. The Company expects a ruling in the second quarter 2023. Based upon information presently known to management, the Company believes that the potential liability from this claim, 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 condensed consolidated financial statements. Mullen Stockholder Litigation Margaret Schaub v. Mullen Automotive, Inc. On May 5, 2022, Plaintiff Margaret Schaub filed a complaint against Mullen Automotive, Inc. f/k/a Net Element, Inc, David Michery, and Oleg Firer in the United States District Court Central District of California on (Case No. 2:22-cv-03026). The complaint alleges violation of section 10(b) of the Exchange Act and Rule 10b-5 against all defendants and violation of section 20(a) of the Exchange Act arising out of claims made in the Hindenburg article. On June 16, 2022, the Company’s insurance company (AXIS) accepted coverage for this lawsuit. On July 5, 2022, movants Duy Nguyen, Mejgan Mirbaz, and David Reed filed motions to consolidate this matter and the Gru matter (see below) into one case and for appointment of lead plaintiff and lead counsel. Subsequently, Plaintiff Nguyen withdrew his motion and Plaintiff Reed filed notice that he did not oppose Plaintiff Mirbaz’ motion. On August 4, 2022, the court granted Plaintiff Mirbaz’ unopposed motion to consolidate the case and for appointment as lead plaintiff/counsel. The court further vacated the August 5, 2022, hearing on the motions to consolidate. On August 4, 2022, the Court issued an order consolidating the Schaub Lawsuit with the later-filed Gru Lawsuit (discussed below), and appointing lead plaintiff and lead counsel. On September 23, 2022, Lead Plaintiff filed a Consolidated Amended Class Action Complaint against the Company, Mr. Michery, and the Company’s predecessor, Mullen Technologies, Inc., premised on the same purported violations of the Exchange Act and Rule 10b-5, seeking to certify a putative class of shareholders, and seeking an award of monetary damages, as well as reasonable fees and expenses. David Gru v. Mullen Automotive, Inc On May 12, 2022, Plaintiff David Gru filed a complaint against Mullen Automotive, Inc. f/k/a Net Element, Inc, David Michery, and Oleg Firer in the United States District Court Central District of California (Case No. 8:22-cv-976). The complaint alleges violation of section 10(b) of the Exchange Act and Rule 10b-5 against all defendants and violation of section 20(a) of the Exchange Act arising out of claims made in the Hindenburg article. On June 16, 2022, the Company’s insurance company (AXIS) accepted coverage for this lawsuit. The Company has not been served with the complaint. On August 4, 2022, the court consolidated this action into the Schaub action (see above). As a result, the court ordered this matter to be administratively closed. Ram Hari Khadka v. Mullen Automotive, Inc. On June 23, 2022, a putative class action complaint was filed in Delaware Chancery Court by Ram Hari Khadka, a stockholder, against the Company and its current directors, as defendants (the “Action”). The complaint alleged breaches of fiduciary duty against the defendants based on alleged disclosure deficiencies in the definitive proxy statement (the “Proxy Statement”) filed by the Company on June 10, 2022, relative to the vote at the Company’s 2022 Annual Meeting of Stockholders that was to be held on July 26, 2022 (the “2022 Stockholder Meeting”) seeking stockholder approval of issuance of shares under the Performance Stock Award Agreement (the “CEO Performance Award”) granted to David Michery, the Company’s chief executive officer, president and chairman of the board of directors. The complaint sought various remedies, including a preliminary injunction seeking to enjoin the vote at the 2022 Stockholder Meeting to approve the issuance of shares for the CEO Performance Award. The Company filed a supplement to the Proxy Statement on July 13, 2022 addressing the alleged disclosure claims to moot plaintiff’s claims in the action. On August 5, 2022, the Chancery Court approved a stipulation under which the plaintiff voluntarily dismissed the Action with prejudice as to itself only, but without prejudice as to any other putative class member. The Chancery Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses in connection with the supplemental disclosures included in the Proxy Supplement. The Company subsequently agreed to pay $995,000 to plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of the claim for attorneys’ fees and expenses in the Action. The Chancery Court has not been asked to review, and will pass no judgment on, the payment of the attorneys’ fees and expenses or their reasonableness. A stipulation to that effect was filed on September 19, 2022. Jeff Witt v. Mullen Automotive, Inc. On August 1, 2022, Jeff Witt and Joseph Birbigalia, purported stockholders, filed a derivative action in the United States District Court for the Central District of California against the Company as a nominal defendant, Mr. Michery, Mr. Firer, and Company directors Ignacio Novoa, Mary Winter, Kent Puckett, Mark Betor, William Miltner and Jonathan New (the “Witt Action”). This lawsuit asserts claims for breach of fiduciary duty, unjust enrichment, abuse of control, waste of corporate assets, and violation of Section 14 of the Exchange Act primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Witt Action seeks monetary damages, as well as an award of reasonable fees and expenses. Based upon information presently known to management, the Company believes that the potential liability from this claim, 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 in the consolidated financial statements. Hany Morsy v. David Michery, et al. On September 30, 2022, Hany Morsy, a purported stockholder, filed a derivative action in the United States District Court for the Central District of California against the Company as a nominal defendant, Mr. Michery, Mr. Firer, former Company officer and director, Jerry Alban, and Company directors Mr. Novoa, Ms. Winter, Mr. Puckett, Mr. Betor, Mr. Miltner, and Mr. New (the “Morsy Lawsuit”). This lawsuit asserts claims for breach of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets, and violation of Section 14 of the Exchange Act primarily in connection with the issues and claims asserted in the Schaub Lawsuit. The Morsy Lawsuit seeks to direct the Company to improve its corporate governance and internal procedures, and also seeks monetary damages, pre-judgment and post-judgment interest, restitution, and an award of reasonable fees and expenses. Based upon information presently known to management, the Company believes that the potential liability from this claim, 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 condensed consolidated financial statements. 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 to 720 mile Driving Range. The Company’s total financial commitment under the SCA was $2,196,000. The contractual target dates and milestones were severely disrupted due to the occurrence COVID-19. As a result, our management believed the COVID-19 pandemic represented 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 was no breach of contract due to our failure of performance. Unfortunately, we 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 September 30, 2022, and 2021. Our management 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 19 – RELATED PARTY TRANSACTIONS Transactions with Affiliates Prior to its corporate reorganization on November 5, 2021, the Company operated as a division of Mullen Technologies, Inc. (“MTI”). Subsequent to the corporate reorganization, the MTI has provided management and accounting services to the Company at cost pursuant to a transition services agreement dated May 12, 2021. As of September 30, 2022, the Company incurred approximately $1.2 million of costs on behalf of MTI, which is reflected within non-current assets on the consolidated balance sheet at September 30, 2022. Bollinger Motors Board of Directors These following individuals comprise the board of directors of Bollinger Motors and are considers affiliates. Name of Director Company Function David Michery Mullen Automotive Chairman, CEO, and President Mary Winter Mullen Automotive Director and Secretary Robert Bollinger Bollinger Motors Founder and CEO John Masters Bollinger Motors Director Director Provided Services William Miltner William Miltner is a litigation attorney who provides legal services to Mullen Automotive and its subsidiaries. Mr. Miltner also is an elected Director for the Company, beginning his term in August 2021. For the fiscal year ending September 30, 2022, Mr. Miltner received $881,248 for services rendered. Mr. Miltner has been providing legal services to us since 2020. Ignacio Novoa On June 9, 2022, the board of directors of the Company appointed Ignacio Novoa as a director effective as of the Effective Date. The Company and Mr. Novoa entered into a 1-year Consulting Agreement, dated January 12, 2022, whereby Mr. Novoa provides electric vehicle market research, analysis of market trends in the electric vehicle industry and other research and services. Mr. Novoa was issued an aggregate of 255,500 shares of Common Stock with a value of $400,000 pursuant to the terms of the Consulting Agreement. Other than as described above, Mr. Novoa does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Novoa and any director or executive officer of the Company. Mary Winter On October 26, 2021, the Company entered into a 1-year consulting agreement with Mary Winter, Corporate Secretary and Director, to compensate for Corporate Secretary Services and director responsibilities for the period from October 1, 2021 to September 30, 2022, in the amount of $60,000 annually or $5,000 per month. As of September 30, 2022, Ms. Winter has received $60,000 in consulting payments. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 20 – SUBSEQUENT EVENTS Company management has evaluated subsequent events through January 13, 2023 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 financial statements: Amendment to Amended and Restated By Laws On November 14, 2022, the Board approved the third amendment to the Company’s Amended and Restated Bylaws that amends the following: (1) change the corporate name of the Bylaws to “Mullen Automotive Inc.”, which reflects the Company’s change of corporate name from “Net Element, Inc.” to “Mullen Automotive Inc.” as set forth in a Certificate of Amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on November 3, 2021, and (2) amend Section 2.05 of Article 2 of the Company’s Bylaws to change the quorum requirement for a meeting of stockholders from a majority to 33 1/3% Certificate of Designation of Series AA Preferred Stock On November 14, 2022, the Company filed a certificate of designation (the “Series AA Certificate of Designation”) with the Secretary of State of the State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Series AA Preferred Stock. The Series AA Certificate of Designation provides that the Series AA Preferred Stock will have 1,300,000,000 votes per share of Series AA Preferred Stock and will vote together with the outstanding shares of the Company’s common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as a single class exclusively with respect to any proposal to adopt an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The Series AA Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock as a single class are voted. The Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series AA Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series AA Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series AA Preferred Stock will not be entitled to receive dividends of any kind. On November 14, 2022, the Company entered into a Subscription and Investment Representation Agreement with David Michery, its Chief Executive Officer, pursuant to which the Company issued and sold one share of the Company’s Series AA Preferred Stock for $25,000.00 in cash. The outstanding share of Series AA Preferred Stock will be redeemed in whole, but not in part, at any time: (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the approval by the Company’s stockholders of an amendment to the Certificate of Incorporation to implement a reverse stock split. Upon such redemption, the holder of the Preferred Stock will receive consideration of $25,000.00 in cash. Series D Preferred Stock Certificate of Designation On October 17, 2022, the Company filed a Certificate of Mullen Automotive Inc. Increasing Number of Shares of Preferred Stock Designated as Series D Convertible Preferred Stock (the “Certificate”) with the Secretary of State of the State of Delaware. The Certificate increased the number of shares of the Company’s Series D Convertible Preferred Stock from 87,500,001 shares to 437,500,001 shares. ELMS Asset Acquisition On October 13, 2022, the United States Bankruptcy Court for the District of Delaware approved the sale of certain assets of Electric Last Mile, Inc. and Electric Last Mile Solutions, Inc. pursuant to the terms and conditions of the Asset Purchase Agreement dated September 16, 2022, for approximately $55.0 million plus the assumption of monetary liabilities related to assumed contracts, which are estimated to be approximately $37.0 million. The asset acquisition closed on November 30, 2022. The ELMS Assets purchased by Mullen consist of: ● Registered intellectual property specifically listed in the Asset Purchase Agreement. ● Inventory including vehicles finished and unfinished, finished goods, part modules component parts, raw materials, tooling, including but not limited to product-specific tooling, all manufacturing data that is required or reasonably helpful for the assembly of the Class 1 Electric commercial delivery vans and Class 3 Commercial Delivery Cab Chassis. ● Real property located in Mishawaka, Indiana, together with all buildings, improvements, and fixtures. ● Tangible personal property, including equipment, machinery, furniture, supplies, computer hardware, data networks, servers (with data and software), communication equipment, software, discs, and all other data storage media. Mullen Indiana Real Estate LLC On November 9, 2022, the Company formed Mullen Indiana Real Estate LLC, a limited liability company in the State of Delaware to holds the acquired real property located in Mishawaka, IN. Debt and Equity Financing Exchange Agreement On October 14, 2022, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Esousa pursuant to which Esousa received a new secured convertible promissory note (the “Exchange Settlement Agreement On September 30, 2022, Esousa informed the Company that its sustained economic damages due to its inability to receive common stock upon conversion notification (due to the insufficiency of authorized shares) and its internal standstill agreement not to sell any shares of the Company’s common stock. On October 25, 2022, the Company’s Board of Directors approved the settlement agreement and authorized the issuance of 23,000,000 common stock shares to Esousa to settle any potential claims related to the Exchange Agreement. Amendment No. 3 to Securities Purchase Agreement – Series D Preferred Stock On November 14, 2022, the Company entered into Amendment No. 3 to the June 7, 2022 Securities Purchase Agreement (“Amendment No. 3”). The investors paid $150 million and in lieu of receiving shares of Series D Preferred Stock and Warrants, the investors received notes convertible into shares of the Company’s Common Stock (“Notes”). The convertible note bear and interest rate of 28% . Upon conversion of a Note, the holder will receive Warrants exercisable for 185% of the Common Stock at an exercise price ranging from $0.25 to $0.46 , subject to further adjustment as provided in the Warrant. The warrant cashless exchange formula is Net number + (A x B)/C = share of common stock, A= the total number of shares with respect to which the Warrant is then being exercised B= Black Scholes Value (as defined in Section 16 of the Warrant). 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 of the Warrant). Amendment No. 3 further provides that the remaining $90 million of the Commitment Amount shall be paid in two tranches, on January 24, 2023, and February 24, 2023, (each, a “Purchase Date”). The purchase price per share of Series D Preferred Stock will be the lower of (i) $1.27 , the closing price of the Company’s stock on the date the Securities Purchase Agreement was executed, or (ii) the closing price of the Common Stock on the trading day immediately preceding the respective Purchase Date, subject to a floor price of $0.10 per share. For no additional consideration, for every share of Series D Preferred Stock purchased, such investor shall receive Warrants exercisable for 185% shares of Series D Preferred Stock purchased by the investors at an exercise price equal to the purchase price for shares of Series D Preferred Stock. Consummation of the transaction is dependent on certain conditions precedent. Release of Reserved Shares On November 9, 2022, the Board approved for the release of 350,000,000 shares of common stock previously reserved under the 2022 Equity Incentive Plan. This did not result in changes to equity incentive commitments to employees and directors. Registration Statement Form S-3 On October 14, 2022, the Company filed a Registration Statement on Form S-3, which became effective upon filing with the SEC. The Registration Statement registered the resale by certain stockholders of up to 900,000,000 shares of common stock, which consist solely of 23,000,000 shares of common stock, 350,000,000 shares of common stock issuable upon conversion of Series D Preferred Stock and 527,000,000 shares of common stock issuable upon exercise of outstanding warrants to purchase shares of common stock. On November 21, 2022, the Company filed Registration Statement on Form S-3, which became effective upon filing with the SEC. The Company registered the resale by certain stockholders of 220,828,539 shares of common stock issuable upon conversion of convertible notes issued to the selling stockholders on November 15, 2022, pursuant to Amendment No. 3. The investors paid $150 million and in lieu of receiving shares of Series D Preferred Stock and warrants, the investors received the Notes, which outstanding principal and accrued but unpaid interest on the Notes convert into shares of common stock. Preferred Series C and D Conversions and Warrants Exercises During the first quarter of the fiscal year ending September 30, 2023, the Company issued: ● 150,256 shares of Common Stock upon conversion of 150,256 shares of Series C Preferred Stock; ● 208,017,020 shares of Common Stock upon cashless exercise of Warrants to purchase 3,871,848 shares of Common Stock; ● 3,996,554 shares of Common Stock upon conversion of 3,996,554 shares of Series D Preferred Stock; and ● 206,667,644 shares of Common stock upon cashless exercise of Warrants to purchase 147,864,810 shares of Common Stock. Firm Order Agreement On December 12, 2022, the Company entered into a Firm Order Agreement (the “Order Agreement”) with Randy Marion Isuzu, LLC (“RMI”) pursuant to which RMI agreed during the period ending on December 31, 2023 (unless terminated earlier pursuant to the terms of the Order Agreement) to purchase a total of not less than 6,000 units of the initial production 6,800 units of the vehicles manufactured and produced by the Company. Contemporaneous with the execution of the Order Agreement, RMI issued a purchase order for 1,000 vehicles and agreed to issue another purchase order on or before May 1, 2023, for no less than 1,000 vehicles. All additional purchase orders required to fulfill the order requirement are required to be issued no later than August 1, 2023. Products and vehicles with less than 500 miles that are not sold after 12 months can be returned to the Company at original pricing, subject to certain conditions. The Agreement may be terminated, among other reasons, if RMI ceases to be an authorized Mullen dealer or fails to function in the ordinary course of business or maintain its dealership facilities, voluntary or involuntary bankruptcy, RMI’s conduct adversely affects the Company, or an impairment of RMI’s reputation or financial standing. Series C Preferred Stock Dividend Waiver On January 13, 2023, the Company and holders of Series C Preferred Stock entered into a waiver agreement pursuant to which such holders irrevocably waived their right to receive any and all cumulative 15.0% per annum fixed dividends on such Preferred Stock, including all unpaid accrued and accumulated dividends, pursuant to the terms set forth in the Company’s Second Amended and Restated Certificate of Incorporation. Settlement Agreement– Warrants Exercise and Share Issuance On January 13, 2023, the Company entered into Settlement Agreements and Releases with Acuitas Capital LLC, Jim Fallon and Mank Capital (the “Holders”) pursuant to which the Holders agreed to remit to the Company an aggregate of approximately $17.8 million (collectively, the “Settlement Payment”) the erroneous issuance by the Company of an aggregate exercise of 1,660,988 warrants for approximately 100 million shares of common stock. These warrant exercises which led to over issuances of common stock occurred after September 30, 2022. In consideration of the settlement, the Holders received the right to purchase (the “Settlement Additional Purchase Right”) additional shares of Series D Preferred Stock and warrants equal to $20 million as provided under the Securities Purchase Agreement, of units, consisting of one share of Preferred Stock and 185% Warrants for each share of Preferred Stock issued. The Settlement Additional Purchase Right may be exercised by a Holder in accordance with the same terms that apply to Additional Purchases as described in the Series D Securities Purchase Agreement; provided, however, that if a Holder exercises its Settlement Additional Purchase Right, it shall receive Additional Warrants for shares of Common Stock in exchange for the issue of a promissory note that will bear an annual interest rate of 3.5%. Settlement Agreement– Series D Securities Purchase Agreement On January 13, 2023, the Company entered into a Settlement Agreement and Release in which investors waived the default prior to February 1, 2023 under the Series D Securities Purchase Agreement, and the Notes and the Warrants that were issued pursuant to Amendment No. 3. to the Series D Securities Purchase Agreement. In exchange, the Company grants the investors the right to purchase additional shares of Series D Preferred Stock and warrants in an amount equal to such investor’s pro rata portion of $10 million. Warrants issued pursuant to Settlement Agreements Warrants issued pursuant to the Settlement Additional Purchase Right and the Second Additional Purchase Right will provide for cashless exercise pursuant to which the holder will receive upon exercise a “net number” of shares of Common Stock determined according to the following formula: Net Number = (A x B) / C For purposes of the foregoing formula: A= The total number of shares with respect to which the Warrant is then being exercised. B= The Black Scholes Value (as described in the warrant). C= The Closing Bid Price of the Common Stock in the day prior the time of such exercise, but in any event not less than $0.10 per share of Common Stock, which will not be subject to adjustment. The exercise price and number of shares issuable upon exercise of the warrants will further be adjusted upon the occurrence of certain events and holders will be allowed to participate in certain issuances and distributions (subject to certain limitations and restrictions), including certain stock dividends and splits and distributions of assets. The warrants will provide for certain purchase rights whereby if the Company grants, issues or sells any options, convertible securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock, then the holder will be entitled to acquire such 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 the warrant. The Company would also agree not to enter into any fundamental, transaction, such as a merger, sale of more than 50% of the outstanding voting shares, sale of substantially all assets, or business combination, unless the successor entity assumes all of the obligations of the Company under the Warrants and the other transaction documents related to the warrants. The Company must reserve out of authorized and unissued shares a number of shares of Common Stock equal to 250% of the maximum number of shares of Common Stock that are issuable upon exercise of the warrants from time to time. If the Company fails to timely deliver shares upon exercise of the Warrant, the Company will be required to either (A) pay the holder for each trading day on which shares are not delivered 1% of the product of the number of shares not so issued multiplied by the closing sale price of the Common Stock on the trading day immediately preceding the required delivery date, or (B) if the holder purchases shares of Common Stock in anticipation of delivery of shares upon exercise of the Warrant, cash in an amount equal to holder’s total purchase price of such shares. The exercisability of the warrants may also be limited if, upon exercise, the holder and its affiliates would in aggregate beneficially own more than |
RESTATEMENT
RESTATEMENT | 12 Months Ended |
Sep. 30, 2022 | |
RESTATEMENT | |
RESTATEMENT | NOTE 21 – RESTATEMENT Prior to the initial issuance of the Company's financial statements for the year ended September 30, 2022, management determined that the warrants issued with the preferred stock did not meet the conditions for equity classification, requiring liability treatment and measured at fair value. In addition, management also discovered that it did not reflect the impact of amendments that resulted in modifications in privileges for the warrants issued with the Series C Preferred Stock, which should have been accounted for as a deemed dividend at the time of modification. Further, management prematurely recorded the option to issue shares of Series E Preferred Stock. The following table summarizes the impacts of these error corrections on the Company's financial statements for each of the periods presented below: i. Balance sheet Impact of correction of error December 31, 2021 (Unaudited) As previously reported Adjustments As restated Total assets 45,413,291 - 45,413,291 Warrant liabilities - 119,597,612 119,597,612 Other 55,904,761 - 55,904,761 Total liabilities 55,904,761 119,597,612 175,502,373 Accumulated deficit (186,838,587) (119,597,612) (306,436,199) Others 176,347,117 - 176,347,117 Total deficiency in shareholders' equity (10,491,470) (119,597,612) (130,089,082) Impact of correction of error March 31, 2022 (Unaudited) As previously reported Adjustments As restated Total assets 105,206,180 - 105,206,180 Warrant liabilities - 203,955,631 203,955,631 Other 55,649,512 - 55,649,512 Total liabilities 55,649,512 203,955,631 259,605,143 Accumulated deficit (219,411,972) (411,632,707) (631,044,679) Additional Paid in Capital 268,667,769 207,677,076 476,344,845 Others 300,871 - 300,871 Total deficiency in shareholders' equity 49,556,668 (203,955,631) (154,398,963) Impact of correction of error June 30, 2022 (Unaudited) As previously reported Adjustments As restated Total assets 84,264,830 - 84,264,830 Warrant liabilities - 6,126,358 6,126,358 Series E Options liability 23,085,886 (23,085,886) - Other 42,023,055 - 42,023,055 Total liabilities 65,108,941 (16,959,528) 48,149,413 Accumulated deficit (278,883,532) (357,008,298) (635,891,830) Additional Paid in Capital 297,540,727 373,967,826 671,508,553 Others 498,694 - 498,694 Total deficiency in shareholders' equity 19,155,889 16,959,528 36,115,417 ii. Statement of operations Impact of correction of error - year Quarter ended December 31, 2021 (Unaudited) As previously reported Adjustments As restated Loss from operations (14,058,407) - (14,058,407) Other financing costs - initial recognition of warrants at fair value - (108,979,229) (6,282,494) Revaluation of warrants - (10,618,382) (10,618,382) Others (22,405,532) - (22,405,532) Other income (expense) (22,405,532) (119,597,612) (142,003,144) Net loss (36,463,939) (119,597,612) (156,061,551) Loss per share (2.09) (8.93) Weighted average common shares outstanding 17,471,173 17,471,173 Impact of correction of error - quarter Impact of correction of error - year to date Quarter ended March 31, 2022 (Unaudited) As previously reported Adjustments As restated As previously reported Adjustments As restated Loss from operations (30,452,870) - (30,452,870) (44,511,277) - (44,511,277) Other financing costs - initial recognition of warrants at fair value Loss on financing - (160,364,949) (160,364,949) - (269,344,178) (269,344,178) Revaluation of warrants - (131,670,146) (131,670,146) - (142,288,528) (142,288,528) Others (2,120,515) - (2,120,515) (24,526,046) - (24,526,046) Other income (expense) (2,120,515) (292,035,095) (294,155,610) (24,526,046) (411,632,707) (436,158,753) Net loss (32,573,385) (292,035,095) (324,608,480) (69,037,323) (411,632,707) (480,670,030) Deemed dividend on preferred stock - (32,735,345) (32,735,345) - (32,735,345) (32,735,345) Net loss attributable to common stockholders (32,573,385) (324,770,440) (357,343,825) (69,037,323) (444,368,052) (513,405,375) Loss per share - continuing operations (0.63) (6.95) (1.99) (14.82) Weighted average common shares outstanding 51,392,988 51,392,988 34,639,857 34,639,857 Impact of correction of error - quarter Impact of correction of error - year to date Quarter ended June 30, 2022 (Unaudited) As previously reported Adjustments As restated As previously reported Adjustments As restated Loss from operations (18,221,165) - (18,221,165) (62,732,442) - (62,732,442) Other financing costs - initial recognition of warrants at fair value Loss on financing - - - - (269,344,178) (269,344,178) Revaluation of warrants - 31,538,523 31,538,523 - (110,750,005) (110,750,005) Series E Options liability (23,085,886) 23,085,886 - (23,085,886) 23,085,886 - Others (41,250,395) - (41,250,395) (65,776,422) - (65,776,422) Other income (expense) (64,336,281) 54,624,409 (9,711,872) (88,862,308) (357,008,298) (445,870,606) Net loss (82,557,446) 54,624,409 (27,933,037) (151,594,750) (357,008,298) (508,603,048) Deemed dividend on preferred stock - - - - (32,735,345) (32,735,345) Net loss attributable to common stockholders (82,557,446) 54,624,409 (27,933,037) (151,594,750) (389,743,643) (541,338,393) Loss per share - continuing operations (0.22) (0.07) (0.89) (3.19) Weighted average common shares outstanding 376,786,685 376,786,685 169,531,688 169,531,688 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Business Combination | Business Combination Business acquisitions are accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations”. FASB ASC 805 requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable tangible and intangible assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Adjustments to fair value assessments are recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense. The Company completed the acquisition of Bollinger Motors, Inc on September 7, 2022 (see Note 4 – Acquisition of Bollinger Motors, Inc.). |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of total expenses in the reporting periods. Estimates are used for, but not limited to, the fair value of net assets acquired in business acquisitions and asset purchases, fair value of financial instruments, economic lives of intangible assets and property and equipment, income taxes, contingencies, inputs used to value stock-based compensation, and the valuation of common and preferred stock issued by the Company. Additionally, the interest rates 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 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 in which there is 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. Cash and cash equivalents are $54.1 million and $42 thousand as of September 30, 2022, and 2021, respectively. |
Restricted Cash | Restricted Cash Cash obtained from customer deposits is held by the Company and is restricted from use to fund operations. Refundable deposits are $289 thousand and $0 for the year ended September 30, 2022, and 2021, respectively. On September 7, 2022, the Company deposited $30 million in an escrow account as part of the Bollinger acquisition ( see Note 4 – Acquisition of Bollinger Motors, Inc. |
Prepaid Expenses and Other Current Assets | Prepaid 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. Estimated Useful Lives Description Life Buildings 30 Years and shorter of life of asset or lease term Furniture and Equipment 3 to 7 Years Computer and Software 1 to 5 Years Machinery, Shop and Testing Equipment 3 to 7 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.” |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Since the Company has incurred operating losses to date, the net deferred tax assets have been fully offset by a valuation allowance as of September 30, 2022. Uncertain tax positions taken or expected to be taken in a tax return are accounted for using the “more likely than not” threshold for financial statement recognition and measurement. There are transactions that occur during the ordinary course of business for which the ultimate tax determination may be uncertain. At September 30, 2022, and 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 September 30, 2022, and 2021. |
Intangible Assets | Intangible Assets Intangible Assets The Company capitalizes legal costs related to the application for patents and trademarks. Amortization of such patent costs will begin when the related patent is granted to the Company and is recorded on a straight-line basis. Management judgment is used to determine the estimated economic life on intangible assets. Intangible assets are amortized over a maximum of 10 years. The Company acquired intangible assets in connection with the Bollinger acquisition which are being amortized over its estimated economic lives. Impairment of Long-Lived Assets The Company periodically evaluates property, plant and equipment and intangible assets for impairment whenever events or changes in circumstances indicate that a potential impairment may have occurred. If such events or changes in circumstances arise, the Company compares the carrying amount of the long-lived assets to the estimated future undiscounted cash flows expected to be generated by the long-lived assets. If the estimated aggregate undiscounted cash flows are less than the carrying amount of the long-lived assets, an impairment charge, calculated as the amount by which the carrying amount of the assets exceeds the fair value of the assets, is recorded. The fair value of the long-lived assets is determined based on the estimated discounted cash flows expected to be generated from the long-lived assets. The Company has not recorded any such impairment charges during the years ended September 30, 2022, and 2021, respectively. |
Leases | Leases In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. 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. |
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.” |
Share-Based Compensation | Share-Based Compensation We account for share-based awards issued by the Company in accordance with ASC Subtopic 718-10, “Compensation – Share Compensation”, |
Related Party Transactions | Related Party Transactions We have related party transactions with certain of our directors, officers, and principal shareholders, in addition to entities related to certain officers, these transactions 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 (See Note 19 – Related Party Transactions) for detail on related party transactions. |
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. 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. The amounts in excess of insured limits as of September 30, 2022, and 2021 are $53.3 million and $0, respectively. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Accounting standard updates issued but not yet added were assessed and determined to be either not applicable or not expected to have a material impact on our consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Property, Equipment and Leasehold Improvements, Net Useful Lives | Description Life Buildings 30 Years and shorter of life of asset or lease term Furniture and Equipment 3 to 7 Years Computer and Software 1 to 5 Years Machinery, Shop and Testing Equipment 3 to 7 Years Leasehold Improvements Shorter of the estimated useful life or the underlying lease term Vehicles 5 Years |
ACQUISITION OF BOLLINGER MOTO_2
ACQUISITION OF BOLLINGER MOTORS, INC. (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
ACQUISITION OF BOLLINGER MOTORS, INC. | |
Summary of fair value of the purchase price consideration | Cash consideration $ 75,000,000 Cash consideration- deferred 32,000,000 Stock consideration (book value of $41.2 million) 41,577,647 Total Consideration $ 148,577,647 |
Summary of allocation of fair value of assets acquired and liabilities assumed | Purchase Consideration Cash and debt consideration $ 107,000,000 Stock consideration 41,577,647 Total consideration received for 60% of Bollinger 148,577,647 Noncontrolling interest (40%) 99,051,765 Consideration transferred including noncontrolling interest $ 247,629,412 Allocation of Purchase Consideration Cash and restricted cash $ 77,238,086 Other current assets 867,112 Fixed assets 1,009,662 Goodwill 92,479,704 Intellectual property 58,304,612 Patents 32,391,186 Trademarks 1,075,048 Non-compete agreements 745,947 Other non-current assets 246,896 Accounts payable (638,752) Refundable deposits (213,679) Deferred tax liability (14,882,782) Other current liabilities (993,628) Estimated fair value of 100% of net assets acquired $ 247,629,412 |
Summary of acquired intangibles and method of amortization | Intangible Asset Useful Life Amortization Method Intellectual property 10 years Straight-line Patents 10 years Straight-line Trademarks 10 years Straight-line Non-compete agreements 5 years Straight-line |
Summary of supplemental pro forma information | Year ended September 30, 2022 2021 Total Revenues — — Net loss (753,916,185) (57,647,534) |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of finite lived intangible assets | September 30, 2022 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 $ (1,108,496) $ 1,551,895 $ 2,660,391 $ (221,699) $ 2,438,692 Intellectual property 58,375,794 (438,581) 57,937,213 71,182 (69,205) 1,977 Patents 32,391,186 (204,109) 32,187,077 — — — Other 1,820,994 (16,175) 1,804,819 — — — Trademark 466,014 — 466,014 54,590 — 54,590 Total Finite-Lived Intangible Assets $ 95,714,379 $ (1,767,361) $ 93,947,018 $ 2,786,163 $ (290,904) $ 2,495,259 |
Schedule of future amortization expense for finite-lived intellectual property | Years Ended September 30, 2022 Future Amortization 2023 $ 10,213,071 2024 9,991,372 2025 9,326,274 2026 9,326,274 2027 9,326,274 Thereafter 45,297,740 Total Future Amortization $ 93,481,005 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
DEBT | |
Schedule of indebtedness of short term and long term debt | The following is a summary of our indebtedness at September 30, 2022: Net Carrying Value Unpaid Principal Contractual Contractual Type of Debt Balance Current Long-Term Interest Rate Maturity Matured Notes $ 3,051,085 $ 3,051,085 $ — 0.00 - 10.00 % 2019-2021 Promissory Notes 1,096,787 — 1,096,787 28.00 % 2024 Real Estate Note 5,247,612 247,612 5,000,000 5.0 - 8.99 % 2023 - 2024 Loan Advances 557,800 557,800 — 0.00 - 10.00 % 2016 - 2018 Less: Debt Discount (932,235) — (932,235) NA NA Total Debt $ 9,021,049 $ 3,856,497 $ 5,164,552 NA NA |
Scheduled Debt Maturities | The following scheduled debt maturities at September 30, 2022: Years Ended September 30, 2023 2024 2025 2026 Total Total Debt $ 3,856,497 $ 5,164,552 $ — $ — $ 9,021,049 |
FAIR VALUE MEASUREMENTS AND F_2
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of estimate of fair value of the Company's warrants issued and outstanding | The assumptions used that represent management’s best estimates of the fair value of the Company’s warrants and other convertible instruments issued and outstanding were as follows: September 30, 2022 Expected term (in years) 4.75 - 9.97 Volatility 152 % Dividend yield 0.00 % Risk-free interest rate 2.98 - 3.01 % Exercise price $ 8.83 |
DEFICIENCY IN STOCKHOLDERS' E_2
DEFICIENCY IN STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Class of Stock [Line Items] | |
Summary of warrant activity | The following table summarizes warrant activity for the years ended September 30, 2022, and 2021: Common Stock Weighted Average Shares Exercise Price Warrants outstanding at September 30, 2021 4,924,452 $ 8.84 Warrants exercised (46,873,726) $ 8.84 Warrants granted 192,785,950 $ 2.39 Warrants expired — $ — Warrants outstanding at September 30, 2022 150,836,676 $ 0.60 Common Stock Weighted Average Shares Exercise Price Warrants outstanding at September 30, 2020 540,905 $ 0.69 Warrants exercised — $ — Warrants granted 4,480,855 $ 0.69 Warrants expired (97,308) $ 0.69 Warrants outstanding at September 30, 2021 4,924,452 $ 0.69 |
2021 Warrants | |
Class of Stock [Line Items] | |
Schedule of assumptions used for warrants issued and outstanding | September 30, 2022 Expected term (in years) 4.0 Volatility — % Dividend yield 0.00 % Risk-free interest rate 0.78 % Common stock price $ 0.69 |
Preferred C Warrants 2022 | |
Class of Stock [Line Items] | |
Schedule of assumptions used for warrants issued and outstanding | September 30, 2022 Expected term (in years) 5.0 Volatility 34.14 % Dividend yield 0.00 % Risk-free interest rate 4.06 % Common stock price $ 0.33 |
Preferred D Warrants 2022 | |
Class of Stock [Line Items] | |
Schedule of assumptions used for warrants issued and outstanding | September 30, 2022 Expected term (in years) 5.0 Volatility 34.14 % Dividend yield 0.00 % Risk-free interest rate 4.06 % Common stock price $ 0.33 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LOSS PER SHARE | |
Schedule of computation of basic and diluted net income per share | The following table presents the reconciliation of net loss attributable to common stockholders to net loss used in computing basic and diluted net income per share of common stock: Fiscal Year ended September 30, 2022 2021 Net loss attributable to common stockholders $ (739,532,806) $ (44,240,580) Less: Accumulated Series C Preferred Stock Dividends 7,762,255 — Less: Preferred Series C Deemed Dividend 32,754,185 — Net loss used in computing basic net income per share of common stock $ (780,049,246) $ (44,240,580) Net Loss per Share $ (2.80) $ (8.56) Weighted average shares outstanding, basic and diluted 278,219,500 5,171,144 |
SHARE- BASED COMPENSATION (Tabl
SHARE- BASED COMPENSATION (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SHARE- BASED COMPENSATION | |
Schedule of composition of stock-based compensation expense | For the fiscal year ended September 30, Composition of Stock-Based Compensation Expense 2022 2021 Directors, Officers and Employees share-based compensation 19,471,496 2,505,091 Shares issued to consultants for services 24,268,196 2,460,529 Total Share-Based compensation expense $ 43,739,692 $ 4,965,620 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | September 30, 2022 September 30, 2021 Accrued Expenses and Other Liabilities Accrued expense - other $ 3,529,383 $ 2,051,696 IRS Tax Liability 1,744,707 — Accrued payroll 534,782 4,586,057 Accrued interest 1,377,008 12,489,012 Total $ 7,185,881 $ 19,126,765 |
PROPERTY, EQUIPMENT AND LEASE_2
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET | |
Schedule of property and equipment, net | September 30, September 30, 2022 2021 Building $ 8,306,697 $ 804,654 Furniture and Equipment 556,948 111,102 Vehicles 96,363 45,887 Computer Hardware and Software 1,013,308 139,742 Machinery and Equipment 7,383,612 2,597,654 Construction-in-progress 269,778 — Leasehold Improvements 76,438 66,379 Subtotal 17,703,145 3,765,418 Less: Accumulated Depreciation (2,899,428) (2,583,941) Property, Equipment and Leasehold Improvements, Net $ 14,803,716 $ 1,181,477 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
OTHER ASSETS | |
Schedule of other assets | September 30, 2022 September 30, 2021 Other Assets Other Assets $ 81,588 $ 167,139 Show Room Vehicles 2,982,986 2,739,995 Security Deposits 281,057 1,426,640 Total Other Assets $ 3,345,631 $ 4,333,774 |
OPERATING EXPENSES (Tables)
OPERATING EXPENSES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
OPERATING EXPENSES | |
Schedule of Operating Expenses | General and Administrative Expenses consists of the following: Year ended September 30, 2022 2021 Professional fees $ 46,224,690 $ 6,991,246 Salaries 13,714,669 6,091,520 Depreciation 966,940 720,805 Amortization 888,774 — Lease 2,145,648 1,776,198 Settlements and penalties 1,134,707 1,532,378 Employee benefits 2,107,793 368,563 Utilities and office expense 511,899 345,766 Advertising and promotions 4,407,764 413,771 Taxes and licenses (284,854) 73,527 Repairs and maintenance 392,679 244,868 Executive Expenses and Directors' Fees 482,455 — Listing and Regulatory Fees 1,546,810 — Outside Labor 352,201 — Other 746,081 835,299 Total $ 75,338,256 $ 19,393,941 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
Summary of lease assets and liabilities and lease costs | September 30, 2022 September 30, 2021 Assets: Operating lease right-of-use assets $ 4,597,052 $ 2,350,929 Liabilities: Operating lease liabilities, current (1,428,474) (599,898) Operating lease liabilities, non-current (3,359,354) (1,857,894) Total lease liabilities $ (4,787,828) $ (2,457,792) Weighted average remaining lease terms: Operating leases 2.63 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, 2022, and 2021 $ 1,751,680 $ 1,057,438 Operating lease costs: For the fiscal year ended September 30, 2022 2021 Fixed lease cost $ 1,718,424 $ 1,185,576 Variable lease cost 496,914 448,983 Short-term lease cost 164,690 401,526 Sublease income (293,512) (84,473) Total operating lease costs $ 2,086,517 $ 1,951,612 |
Summary of maturities of operating lease liabilities | Years ending September 30, 2023 $ 2,820,060 2024 2,706,912 2025 2,082,614 2026 243,539 2027 15,173 Thereafter — Total lease payments $ 7,868,298 Less: Imputed interest (3,080,470) Present value of lease liabilities $ 4,787,828 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES. | |
Schedule of total provision (benefit) for income taxes | September 30, September 30, 2022 2021 Current Federal $ — $ — State 1,600 800 Total Current $ 1,600 $ 800 Deferred Federal $ (280,552) $ — State — — Total Deferred (280,552) — Total provision (benefit) for income taxes $ (278,952) $ 800 |
Summary of income tax NOL carryforwards | September 30, September 30, 2022 2021 Federal 2034-2037 $ 29,838,716 $ 29,838,716 Indefinite 311,525,886 162,818,819 Total Federal $ 341,364,602 $ 192,657,535 California 2034-2040 318,862,714 191,722,566 Total California $ 318,862,714 $ 191,722,566 |
Summary of reconciliation of our effective tax rate to statutory federal tax rate | September 30, September 30, September 30, September 30, 2022 2022 - % 2021 2021 - % Income tax benefit at statutory rate $ (155,466,389) 21.00 % $ (9,247,200) 21.00 % State income taxes 1,600 — % 800 — % Permanent Differences 995,227 (0.13) % 158,166 (0.36) % Valuation Allowance 154,180,328 (20.83) % 9,091,163 (20.65) % Other 10,282 — % (2,129) — % Total (benefit) provision for income taxes $ (278,952) 0.04 % $ 800 — % |
Summary of significant component of net deferred tax assets | 2022 2021 Deferred tax assets: Stock Compensation 8,442 — Net Operating loss carryforwards 78,791,906 38,676,405 Charitable Contributions 1,219 894 Accrued Expenses 86,926 315,555 Impairment Other — — Other Assets 426,099 364,419 Intangibles 48,382,778 — 163(j) Limitation 14,522,536 14,491,332 Mark-to-Market Warrants 121,545,414 — Total gross deferred tax assets 263,765,320 53,848,604 R&D Tax Credits 578,842 — Less valuation allowance (258,903,457) (53,416,875) Total net deferred tax assets 5,440,705 431,729 Deferred tax liabilities: Intangibles - (146,639) Fixed Assets (969,201) (284,922) IP (12,243,969) — Patents (6,802,149) — Trademarks (225,760) — Non-competes (156,649) — Other (336) (168) Total deferred tax liabilities (20,398,064) (431,729) Net deferred tax assets $ (14,957,359) $ — |
RESTATEMENT (Tables)
RESTATEMENT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
RESTATEMENT | |
Schedule of impacts of error corrections | The following table summarizes the impacts of these error corrections on the Company's financial statements for each of the periods presented below: i. Balance sheet Impact of correction of error December 31, 2021 (Unaudited) As previously reported Adjustments As restated Total assets 45,413,291 - 45,413,291 Warrant liabilities - 119,597,612 119,597,612 Other 55,904,761 - 55,904,761 Total liabilities 55,904,761 119,597,612 175,502,373 Accumulated deficit (186,838,587) (119,597,612) (306,436,199) Others 176,347,117 - 176,347,117 Total deficiency in shareholders' equity (10,491,470) (119,597,612) (130,089,082) Impact of correction of error March 31, 2022 (Unaudited) As previously reported Adjustments As restated Total assets 105,206,180 - 105,206,180 Warrant liabilities - 203,955,631 203,955,631 Other 55,649,512 - 55,649,512 Total liabilities 55,649,512 203,955,631 259,605,143 Accumulated deficit (219,411,972) (411,632,707) (631,044,679) Additional Paid in Capital 268,667,769 207,677,076 476,344,845 Others 300,871 - 300,871 Total deficiency in shareholders' equity 49,556,668 (203,955,631) (154,398,963) Impact of correction of error June 30, 2022 (Unaudited) As previously reported Adjustments As restated Total assets 84,264,830 - 84,264,830 Warrant liabilities - 6,126,358 6,126,358 Series E Options liability 23,085,886 (23,085,886) - Other 42,023,055 - 42,023,055 Total liabilities 65,108,941 (16,959,528) 48,149,413 Accumulated deficit (278,883,532) (357,008,298) (635,891,830) Additional Paid in Capital 297,540,727 373,967,826 671,508,553 Others 498,694 - 498,694 Total deficiency in shareholders' equity 19,155,889 16,959,528 36,115,417 ii. Statement of operations Impact of correction of error - year Quarter ended December 31, 2021 (Unaudited) As previously reported Adjustments As restated Loss from operations (14,058,407) - (14,058,407) Other financing costs - initial recognition of warrants at fair value - (108,979,229) (6,282,494) Revaluation of warrants - (10,618,382) (10,618,382) Others (22,405,532) - (22,405,532) Other income (expense) (22,405,532) (119,597,612) (142,003,144) Net loss (36,463,939) (119,597,612) (156,061,551) Loss per share (2.09) (8.93) Weighted average common shares outstanding 17,471,173 17,471,173 Impact of correction of error - quarter Impact of correction of error - year to date Quarter ended March 31, 2022 (Unaudited) As previously reported Adjustments As restated As previously reported Adjustments As restated Loss from operations (30,452,870) - (30,452,870) (44,511,277) - (44,511,277) Other financing costs - initial recognition of warrants at fair value Loss on financing - (160,364,949) (160,364,949) - (269,344,178) (269,344,178) Revaluation of warrants - (131,670,146) (131,670,146) - (142,288,528) (142,288,528) Others (2,120,515) - (2,120,515) (24,526,046) - (24,526,046) Other income (expense) (2,120,515) (292,035,095) (294,155,610) (24,526,046) (411,632,707) (436,158,753) Net loss (32,573,385) (292,035,095) (324,608,480) (69,037,323) (411,632,707) (480,670,030) Deemed dividend on preferred stock - (32,735,345) (32,735,345) - (32,735,345) (32,735,345) Net loss attributable to common stockholders (32,573,385) (324,770,440) (357,343,825) (69,037,323) (444,368,052) (513,405,375) Loss per share - continuing operations (0.63) (6.95) (1.99) (14.82) Weighted average common shares outstanding 51,392,988 51,392,988 34,639,857 34,639,857 Impact of correction of error - quarter Impact of correction of error - year to date Quarter ended June 30, 2022 (Unaudited) As previously reported Adjustments As restated As previously reported Adjustments As restated Loss from operations (18,221,165) - (18,221,165) (62,732,442) - (62,732,442) Other financing costs - initial recognition of warrants at fair value Loss on financing - - - - (269,344,178) (269,344,178) Revaluation of warrants - 31,538,523 31,538,523 - (110,750,005) (110,750,005) Series E Options liability (23,085,886) 23,085,886 - (23,085,886) 23,085,886 - Others (41,250,395) - (41,250,395) (65,776,422) - (65,776,422) Other income (expense) (64,336,281) 54,624,409 (9,711,872) (88,862,308) (357,008,298) (445,870,606) Net loss (82,557,446) 54,624,409 (27,933,037) (151,594,750) (357,008,298) (508,603,048) Deemed dividend on preferred stock - - - - (32,735,345) (32,735,345) Net loss attributable to common stockholders (82,557,446) 54,624,409 (27,933,037) (151,594,750) (389,743,643) (541,338,393) Loss per share - continuing operations (0.22) (0.07) (0.89) (3.19) Weighted average common shares outstanding 376,786,685 376,786,685 169,531,688 169,531,688 |
LIQUIDITY, CAPITAL RESOURCES,_2
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
LIQUIDITY, CAPITAL RESOURCES, AND GOING CONCERN | |||||
Accumulated Deficit | $ (889,907,455) | $ (635,891,830) | $ (631,044,679) | $ (306,436,199) | $ (150,374,649) |
Working capital deficit | $ 36,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Leasehold Improvements, Net (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 30 years |
Furniture and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Furniture and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Hardware and Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Machinery and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Refundable Deposits | $ 289,000 | $ 0 |
Impairment charges | 74,495 | |
Amounts in excess of insured limits | 53,300,000 | 0 |
Cash and cash equivalents | 54,085,685 | 42,174 |
General and administrative ("G&A") expenses | ||
Advertising costs | 4,407,764 | $ 413,771 |
Bollinger Motors, Inc | ||
Escrow deposit | $ 30,000,000 | |
Maximum | ||
Amortization period | 10 years |
ACQUISITION OF BOLLINGER MOTO_3
ACQUISITION OF BOLLINGER MOTORS, INC. - Summary of fair value of the purchase price consideration (Details) - USD ($) | 12 Months Ended | |
Sep. 07, 2022 | Sep. 30, 2022 | |
Business Acquisition | ||
Cash consideration | $ 29,631,984 | |
Bollinger Motors, Inc | ||
Business Acquisition | ||
Cash consideration | $ 75,000,000 | |
Cash consideration- deferred | 32,000,000 | |
Stock consideration | 41,577,647 | |
Total Consideration | $ 148,577,647 |
ACQUISITION OF BOLLINGER MOTO_4
ACQUISITION OF BOLLINGER MOTORS, INC. - Summary of allocation of fair value of assets acquired and liabilities assumed (Details) - USD ($) | Sep. 07, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Business Acquisition | |||
Goodwill | $ 92,834,832 | $ 0 | |
Bollinger Motors, Inc | |||
Business Acquisition | |||
Noncontrolling interest percentage | 40% | ||
Bollinger Motors, Inc | |||
Business Acquisition | |||
Cash and debt consideration | $ 107,000,000 | ||
Stock consideration | 41,577,647 | ||
Total consideration received for 60% of Bollinger | 148,577,647 | ||
Noncontrolling interest | 99,051,765 | ||
Consideration transferred including noncontrolling interest | 247,629,412 | ||
Cash and restricted cash | 77,238,086 | ||
Other current assets | 867,112 | ||
Fixed assets | 1,009,662 | ||
Goodwill | 92,479,704 | ||
Other non-current assets | 246,896 | ||
Accounts payable | (638,752) | ||
Refundable deposits | (213,679) | ||
Deferred tax liabilities | (14,882,782) | ||
Other current liabilities | (993,628) | ||
Estimated fair value of 100% of net assets acquired | $ 247,629,412 | ||
Business acquisition, percentage of voting interests acquired | 60% | ||
Bollinger Motors, Inc | Intellectual Property | |||
Business Acquisition | |||
Finite-lived intangibles | $ 58,304,612 | ||
Bollinger Motors, Inc | Patents | |||
Business Acquisition | |||
Finite-lived intangibles | 32,391,186 | ||
Bollinger Motors, Inc | Trademarks | |||
Business Acquisition | |||
Finite-lived intangibles | 1,075,048 | ||
Bollinger Motors, Inc | Non compete agreements | |||
Business Acquisition | |||
Finite-lived intangibles | $ 745,947 |
ACQUISITION OF BOLLINGER MOTO_5
ACQUISITION OF BOLLINGER MOTORS, INC. - Summary of acquired intangibles and method of amortization (Details) - Bollinger Motors, Inc | Sep. 07, 2022 |
Intellectual Property | |
Business Acquisition | |
Amortization period | 10 years |
Patents | |
Business Acquisition | |
Amortization period | 10 years |
Trademarks | |
Business Acquisition | |
Amortization period | 10 years |
Non compete agreements | |
Business Acquisition | |
Amortization period | 5 years |
ACQUISITION OF BOLLINGER MOTO_6
ACQUISITION OF BOLLINGER MOTORS, INC. - Summary of supplemental pro forma information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Bollinger Motors, Inc | ||
Business Acquisition | ||
Net loss | $ (753,916,185) | $ (57,647,534) |
ACQUISITION OF BOLLINGER MOTO_7
ACQUISITION OF BOLLINGER MOTORS, INC. - Additional information (Details) | 12 Months Ended | ||
Sep. 07, 2022 USD ($) installment shares | Sep. 30, 2022 USD ($) shares | Nov. 29, 2022 USD ($) | |
Business Acquisition | |||
Cash consideration | $ 29,631,984 | ||
Consideration, paid at closing | |||
Business Acquisition | |||
Cash consideration | $ 75,000,000 | ||
Consideration, paid in five installments through August 5, 2023 | |||
Business Acquisition | |||
Cash consideration, deferred | $ 32,000,000 | ||
Common stock | |||
Business Acquisition | |||
Shares acquired | shares | 63,599,876 | ||
Bollinger Motors, Inc | |||
Business Acquisition | |||
Business acquisition, percentage of voting interests acquired | 60% | ||
Total consideration | $ 148,577,647 | ||
Cash consideration due | 107,000,000 | ||
Cash consideration | 75,000,000 | ||
Stock consideration | $ 41,577,647 | ||
Business combination, initial royalty rate | 5% | ||
Business combination, percentage of decrease in royalty rate | 1% | ||
Business combination, percentage of decrease in royalty term | 10 years | ||
Bollinger Motors, Inc | Minimum | |||
Business Acquisition | |||
Business Combination, annual discount rate | 40% | ||
Bollinger Motors, Inc | Maximum | |||
Business Acquisition | |||
Business Combination, annual discount rate | 42% | ||
Bollinger Motors, Inc | Consideration, paid at closing | |||
Business Acquisition | |||
Business combination consideration deposited in escrow | $ 32,000,000 | ||
Bollinger Motors, Inc | Consideration, paid in five installments through August 5, 2023 | |||
Business Acquisition | |||
Business combination, number of installments | installment | 5 | ||
Bollinger Motors, Inc | Common stock | |||
Business Acquisition | |||
Shares acquired | shares | 544,347 | ||
Number of common stock acquired | shares | 63,599,876 | ||
Fair value adjustment of shares | $ 41,600,000 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
GOODWILL AND INTANGIBLE ASSETS | ||
Goodwill | $ 92,834,832 | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Intangible assets - General information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average Useful life | 9 years 8 months 23 days | |
Website development, trademark, patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Incurred intangible asset costs | $ 93.9 | $ 2.5 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Intangible assets - Finite-lived (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (1,767,361) | $ (290,904) |
Total Future Amortization | 93,481,005 | |
Website design and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 2,660,391 | 2,660,391 |
Accumulated Amortization | (1,108,496) | (221,699) |
Total Future Amortization | 1,551,895 | 2,438,692 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 58,375,794 | 71,182 |
Accumulated Amortization | (438,581) | (69,205) |
Total Future Amortization | 57,937,213 | $ 1,977 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 32,391,186 | |
Accumulated Amortization | (204,109) | |
Total Future Amortization | 32,187,077 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived | 1,820,994 | |
Accumulated Amortization | (16,175) | |
Total Future Amortization | $ 1,804,819 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Intangible assets - Total (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Trademark | $ 466,014 | $ 54,590 |
Gross Carrying Amount | 95,714,379 | 2,786,163 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (1,767,361) | (290,904) |
Net Carrying Amount | $ 93,947,018 | $ 2,495,259 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Schedule of total future amortization expense for finite-lived intellectual property (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Future Amortization Expense | ||
2023 | $ 10,213,071 | |
2024 | 9,991,372 | |
2025 | 9,326,274 | |
2026 | 9,326,274 | |
2027 | 9,326,274 | |
Thereafter | 45,297,740 | |
Total Future Amortization | 93,481,005 | |
Amortization | $ 1,476,457 | $ 245,427 |
DEBT - Summary of our indebtedn
DEBT - Summary of our indebtedness (Details) | Sep. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Net Carrying Value Unpaid Principal Balance | $ 9,021,049 |
Current | 3,856,497 |
Long-term | 5,164,552 |
Less: Debt Discount | (932,235) |
Matured Notes | |
Debt Instrument [Line Items] | |
Net Carrying Value Unpaid Principal Balance | 3,051,085 |
Current | $ 3,051,085 |
Matured Notes | Maximum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 10% |
Matured Notes | Minimum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 0% |
Promissory Notes | |
Debt Instrument [Line Items] | |
Net Carrying Value Unpaid Principal Balance | $ 1,096,787 |
Long-term | $ 1,096,787 |
Contractual Interest Rate | 28% |
Promissory Notes | Maximum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 28% |
Promissory Notes | Minimum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 0% |
Real Estate Note | |
Debt Instrument [Line Items] | |
Net Carrying Value Unpaid Principal Balance | $ 5,247,612 |
Current | 247,612 |
Long-term | $ 5,000,000 |
Real Estate Note | Maximum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 8.99% |
Real Estate Note | Minimum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 5% |
Loan Advances | |
Debt Instrument [Line Items] | |
Net Carrying Value Unpaid Principal Balance | $ 557,800 |
Current | $ 557,800 |
Loan Advances | Maximum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 10% |
Loan Advances | Minimum | |
Debt Instrument [Line Items] | |
Contractual Interest Rate | 0% |
DEBT - Scheduled debt maturitie
DEBT - Scheduled debt maturities (Details) | Sep. 30, 2022 USD ($) |
Debt Maturities | |
2023 | $ 3,856,497 |
2024 | 5,164,552 |
Total | $ 9,021,049 |
DEBT - Notes and Advances (Deta
DEBT - Notes and Advances (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount | $ 19,595,915 | $ 8,211,648 |
Promissory Notes | ||
Debt Instrument [Line Items] | ||
Maturity term | 3 years | |
Interest rate (as a percent) | 28% | |
Debt instrument interest expense | $ 30,199,081 | 21,168,232 |
Amortization of debt discount | $ 19,032,382 | $ 8,026,328 |
Promissory Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 28% | |
Promissory Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 0% |
DEBT - Prior SPAs and Related W
DEBT - Prior SPAs and Related Warrants (Details) - $ / shares | May 07, 2021 | May 06, 2021 |
Convertible Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Contractual Interest Rate | 15% | 15% |
Securities Purchase Agreement | ||
Debt Instrument [Line Items] | ||
Warrants term | 5 years | 5 years |
Exercise Price | $ 0.6877 | $ 0.6877 |
DEBT - Amended and Restated Sec
DEBT - Amended and Restated Secured Convertible Note and Security Agreement (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Jun. 17, 2022 | |
Debt Instrument [Line Items] | |||||||
Revaluation of warrant liabilities | $ 31,538,523 | $ (131,670,146) | $ (10,618,382) | $ (142,288,528) | $ (110,750,005) | $ 122,803,715 | |
Esousa Holdings, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Shares issuable upon conversion | 28,000,000 | ||||||
Number of shares issued to investor | 17,500,000 | ||||||
A&R Note | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 23,831,554 |
FAIR VALUE MEASUREMENTS AND F_3
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of warrant (Details) | Sep. 30, 2022 Y |
Expected term (in years) | Minimum | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 4.75 |
Expected term (in years) | Maximum | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 9.97 |
Volatility | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 1.52 |
Dividend yield | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 0 |
Risk-free interest rate | Minimum | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 0.0298 |
Risk-free interest rate | Maximum | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 0.0301 |
Exercise price | |
FAIR VALUE MEASUREMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Measurement input | 0.0883 |
DEFICIENCY IN STOCKHOLDERS' E_3
DEFICIENCY IN STOCKHOLDERS' EQUITY - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 19, 2022 USD ($) Vote $ / shares shares | Feb. 10, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) D Vote $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Nov. 05, 2022 USD ($) shares | Jan. 31, 2022 $ / shares | Oct. 08, 2021 USD ($) shares | May 07, 2021 USD ($) $ / shares shares | May 06, 2021 $ / shares | Sep. 30, 2020 USD ($) | |
Class of Stock [Line Items] | |||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares authorized | 500,000,000 | 500,000,000 | |||||||||
Accrued dividend | $ | $ 7,762,255 | ||||||||||
Number of votes per share | Vote | 1,000 | ||||||||||
Common Stock, shares authorized | 1,750,000,000 | 1,750,000,000 | |||||||||
Common Stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Common Stock, shares issued | 833,468,180 | 7,048,387 | |||||||||
Common Stock, shares outstanding | 833,468,180 | 7,048,387 | |||||||||
Maximum number of warrants can purchase | 7,010,093 | ||||||||||
Preferred stock discount | $ | $ 19,595,915 | $ 8,211,648 | |||||||||
Initial financial costs | $ | 484,421,258 | ||||||||||
Fair value of common stock warrants | $ | 84,799,179 | ||||||||||
Proceeds from issue of prefunded warrants | $ | 15,000,000 | ||||||||||
Promissory Notes | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock discount | $ | $ 19,032,382 | $ 8,026,328 | |||||||||
2021 Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants exercise price | $ / shares | $ 0.69 | ||||||||||
Warrants exercised | 0 | ||||||||||
Fair value of warrants | $ | $ 4,924,447 | $ 540,905 | |||||||||
Warrants term | 5 years | ||||||||||
Preferred C Warrants 2022 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to acquire shares of common stock | 533,214,489 | ||||||||||
Preferred stock dividends declared or paid | $ | $ 32,735,345 | ||||||||||
Warrants exercise price | $ / shares | $ 8.834 | ||||||||||
Fair value of warrants | $ | $ 554,371,539 | ||||||||||
Warrants term | 5 years | ||||||||||
Initial expense upon issuance of warrants | $ | $ 429,883,573 | ||||||||||
Gain (loss) on cashless exercise of warrants | $ | $ 121,153,249 | ||||||||||
Exercised on a cash-less basis | 41,949,279 | ||||||||||
Exercisable on a cash-less basis | 89,092,811 | ||||||||||
Fair market value of cashless warrant exercisable | $ | $ 29,400,627 | ||||||||||
Preferred stock discount | $ | 137,090,205 | ||||||||||
Amortization of financing costs | $ | 292,793,368 | ||||||||||
Fair value of common stock warrants | $ | $ 2,973,276 | ||||||||||
Preferred D Warrants 2022 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares of common stock issuable upon conversion (as a percent) | 185% | ||||||||||
Preferred stock conversion price | $ / shares | $ 0.4379 | ||||||||||
Warrants exercise price | $ / shares | $ 1.27 | ||||||||||
Warrants term | 5 years | ||||||||||
Gain (loss) on cashless exercise of warrants | $ | $ 860,866 | ||||||||||
Exercised on a cash-less basis | 0 | ||||||||||
Exercisable on a cash-less basis | 167,874,398 | ||||||||||
Fair market value of cashless warrant exercisable | $ | $ 55,398,551 | ||||||||||
Initial financial costs | $ | 54,537,685 | ||||||||||
Fair value of common stock warrants | $ | $ 147,864,810 | ||||||||||
Dollar15 Million Notes Receivable Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to acquire shares of common stock | 15,000,000 | ||||||||||
Proceeds from issue of prefunded warrants | $ | $ 14,343,550 | ||||||||||
Dollar15 Million Notes Receivable Warrants | Promissory Notes | |||||||||||
Class of Stock [Line Items] | |||||||||||
Face amount of debt | $ | $ 15,000,000 | ||||||||||
Proceeds from financing | $ | $ 15,000,000 | ||||||||||
Dollar10.5 Million Warrants Issuance | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued (in shares) | 2,193,533 | ||||||||||
Proceeds from issue of prefunded warrants | $ | $ 10,500,000 | ||||||||||
Warrants issued (in shares) | 154,592 | ||||||||||
Series A Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, shares authorized | 200,000 | 200,000 | |||||||||
Preferred Stock, shares issued | 1,924 | 100,363 | |||||||||
Conversion ratio | 0.01 | ||||||||||
Reverse stock ratio | 1 | ||||||||||
Price per share in purchase agreement (USD per share) | $ / shares | $ 1.29 | ||||||||||
Series B Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, shares authorized | 12,000,000 | 12,000,000 | |||||||||
Preferred Stock, shares issued | 0 | 5,567,319 | |||||||||
Original issue price | $ / shares | $ 8.84 | ||||||||||
Series C Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, shares authorized | 40,000,000 | 40,000,000 | |||||||||
Preferred Stock, shares issued | 1,360,321 | 0 | |||||||||
Number of Days Notice For Stock Redemption | D | 15 | ||||||||||
Percentage of redemption price in first year | 0% | ||||||||||
Percentage of redemption price in second year | 120% | ||||||||||
Percentage of redemption price in third year | 115% | ||||||||||
Percentage of redemption price in fourth year | 110% | ||||||||||
Percentage of redemption price in fifth year | 105% | ||||||||||
Percentage of redemption price in sixth year and thereafter | 100% | ||||||||||
Maximum number of shares can purchase | 2,336,690 | ||||||||||
Original issue price | $ / shares | $ 8.84 | ||||||||||
Ratio of trading price to conversion price | 0.02 | ||||||||||
Trading days | D | 20 | ||||||||||
Consecutive trading days | D | 30 | ||||||||||
Value of average daily trading dollar volume | $ | $ 4,000,000 | ||||||||||
Series D Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Maximum number of shares authorized for issuance | 87,500,001 | ||||||||||
Preferred Stock, shares authorized | 437,500,001 | 437,500,001 | |||||||||
Preferred Stock, shares issued | 4,359,652 | 0 | |||||||||
Minimum term of shares issued and outstanding | 1 year | ||||||||||
Preferred stock redemption, number of trading days | D | 20 | ||||||||||
Preferred stock redemption, number of consecutive trading days | D | 30 | ||||||||||
Percentage of redemption price in first year | 0% | ||||||||||
Percentage of redemption price in second year | 120% | ||||||||||
Percentage of redemption price in third year | 115% | ||||||||||
Percentage of redemption price in fourth year | 110% | ||||||||||
Percentage of redemption price in fifth year | 105% | ||||||||||
Percentage of redemption price in sixth year and thereafter | 100% | ||||||||||
Number of votes per share | Vote | 1 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 1.27 | ||||||||||
Ratio of trading price to conversion price | 0.02 | ||||||||||
Trading days | D | 20 | ||||||||||
Consecutive trading days | D | 30 | ||||||||||
Value of average daily trading dollar volume | $ | $ 27,500,000 | ||||||||||
Series B And C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion ratio | 0.01 | 12.846 | |||||||||
Preferred stock conversion price | $ / shares | $ 8.84 | ||||||||||
Securities Purchase Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants to acquire shares of common stock | 75,990,980 | ||||||||||
Value of shares agreed to be purchased by investor | $ | $ 20,000,000 | $ 20,000,000 | |||||||||
Warrants exercise price | $ / shares | $ 0.6877 | $ 0.6877 | |||||||||
Maximum number of shares can purchase | 2,637,524 | ||||||||||
Maximum number of warrants can purchase | 7,912,574 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 0.6877 | ||||||||||
Warrants term | 5 years | 5 years | |||||||||
Conversion of stock, shares issued | 0.078 | ||||||||||
Securities Purchase Agreement | Series C Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Value of shares agreed to be purchased by investor | $ | $ 40,000,000 | ||||||||||
Maximum number of shares can purchase | 29,082,449 | ||||||||||
Securities Purchase Agreement | Series D Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued (in shares) | 79,926,925 | ||||||||||
Warrants to acquire shares of common stock | 147,864,810 | ||||||||||
Preferred Stock, par value | $ / shares | $ 0.001 | ||||||||||
Preferred stock conversion price | $ / shares | 0.6877 | ||||||||||
Amendment No. 2 to SPA | |||||||||||
Class of Stock [Line Items] | |||||||||||
Price per share in purchase agreement (USD per share) | $ / shares | $ 1.27 | ||||||||||
Shares of common stock issuable upon conversion (as a percent) | 185% | ||||||||||
Amendment No. 2 to SPA | Series D Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Value of shares agreed to be purchased by investor | $ | $ 35,000,000 |
DEFICIENCY IN STOCKHOLDERS' E_4
DEFICIENCY IN STOCKHOLDERS' EQUITY - Summary of Warrant Activity (Details) - Warrants - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
MAI shares | ||
Warrants outstanding at beginning | 4,924,452 | 540,905 |
Warrants exercised | 46,873,726 | |
Warrants granted | 192,785,950 | 4,480,855 |
Warrants expired | (97,308) | |
Warrants outstanding at ending | 150,836,676 | 4,924,452 |
Weighted Average Exercise Price | ||
Warrants outstanding at beginning | $ 0.69 | $ 0.69 |
Warrants exercised | 8.84 | |
Warrants granted | 2.39 | 0.69 |
Warrants expired | 0.69 | |
Warrants outstanding at ending | $ 0.60 | $ 0.69 |
DEFICIENCY IN STOCKHOLDERS' E_5
DEFICIENCY IN STOCKHOLDERS' EQUITY - Schedule of Assumptions Used For Warrants Issued and Outstanding (Details) | Sep. 30, 2022 Y $ / shares |
Expected term (in years) | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 4.75 |
Expected term (in years) | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 9.97 |
Dividend yield | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Risk-free interest rate | Minimum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0298 |
Risk-free interest rate | Maximum | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0301 |
Warrants | Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Measurement input | 4 |
Warrants | Dividend yield | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Warrants | Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0078 |
Warrants | Common stock price | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0069 |
Preferred C Warrants 2022 | Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Measurement input | 5 |
Preferred C Warrants 2022 | Volatility. | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.3414 |
Preferred C Warrants 2022 | Dividend yield | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Preferred C Warrants 2022 | Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0406 |
Preferred C Warrants 2022 | Common stock price | |
Class of Warrant or Right [Line Items] | |
Measurement input | $ / shares | 0.33 |
Preferred D Warrants 2022 | Expected term (in years) | |
Class of Warrant or Right [Line Items] | |
Measurement input | 5 |
Preferred D Warrants 2022 | Volatility. | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.3414 |
Preferred D Warrants 2022 | Dividend yield | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0 |
Preferred D Warrants 2022 | Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Measurement input | 0.0406 |
Preferred D Warrants 2022 | Common stock price | |
Class of Warrant or Right [Line Items] | |
Measurement input | $ / shares | 0.33 |
LOSS PER SHARE (Details)
LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income attributable to common stockholders | $ (27,933,037) | $ (324,608,480) | $ (156,061,551) | $ (480,670,030) | $ (508,603,048) | $ (739,532,806) | $ (44,240,580) |
Less: Preferred dividends | $ 32,735,345 | $ 32,735,345 | $ 32,735,345 | 40,516,440 | |||
Net loss used in computing diluted net loss per share of common stock | $ (780,049,246) | $ (44,240,580) | |||||
Net Loss per Share, Basic | $ (0.07) | $ (6.95) | $ (8.93) | $ (14.82) | $ (3.19) | $ (2.80) | $ (8.56) |
Net Loss per Share, Diluted | $ (2.80) | $ (8.56) | |||||
Weighted average shares outstanding, basic | 376,786,685 | 51,392,988 | 17,471,173 | 34,639,857 | 169,531,688 | 278,219,500 | 5,171,144 |
Weighted average shares outstanding, diluted | 278,219,500 | 5,171,144 | |||||
Series C Preferred Stock | |||||||
Less: Preferred Series C Deemed Dividend | $ 32,754,185 | ||||||
Preferred Stock | Series C Preferred Stock | |||||||
Less: Preferred dividends | $ 7,762,255 |
SHARE- BASED COMPENSATION (Deta
SHARE- BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SHARE- BASED COMPENSATION | ||
Vesting percentage | 100% | |
Requisite service period | 12 months | |
Period over which additional shares may be issued | 2 years | |
Composition of Stock-Based Compensation Expense | ||
Employee share-based compensation | $ 19,471,496 | $ 2,505,091 |
Shares issued to consultants for services | 24,268,196 | 2,460,529 |
Total Share-Based compensation expense | $ 43,739,692 | $ 4,965,620 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued expense - other | $ 3,529,383 | $ 2,051,696 |
IRS Tax Liability | 1,744,707 | |
Accrued payroll | 534,782 | 4,586,057 |
Accrued interest | 1,377,008 | 12,489,012 |
Total | $ 7,185,881 | $ 19,126,765 |
LIABILITY TO ISSUE STOCK (Detai
LIABILITY TO ISSUE STOCK (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Esousa Holdings, LLC | ||
Schedule of Liability to Issue Stock [Line items] | ||
Remaining common shares owned | 10,500,000 | |
Shares issuable upon conversion | 28,000,000 | |
Number of shares issued to investor | 17,500,000 | |
Preferred Management Partners, Inc. | ||
Schedule of Liability to Issue Stock [Line items] | ||
Contingent liability to issue stock | $ 7 |
PROPERTY, EQUIPMENT AND LEASE_3
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 17,703,145 | $ 3,765,418 |
Less: Accumulated Depreciation | (2,899,428) | (2,583,941) |
Property, Equipment and Leasehold Improvements, Net | 14,803,716 | 1,181,477 |
Depreciation | 379,256 | 354,125 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 8,306,697 | 804,654 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 556,948 | 111,102 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 96,363 | 45,887 |
Computer Hardware and Software | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 1,013,308 | 139,742 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 7,383,612 | 2,597,654 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 269,778 | |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 76,438 | $ 66,379 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
OTHER ASSETS | ||
Other Assets | $ 81,588 | $ 167,139 |
Show Room Vehicles | 2,982,986 | 2,739,995 |
Security Deposits | 281,057 | 1,426,640 |
Total Other Assets | $ 3,345,631 | $ 4,333,774 |
OPERATING EXPENSES (Details)
OPERATING EXPENSES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||
Professional Fees | $ 46,224,690 | $ 6,991,246 |
Salaries | 13,714,669 | 6,091,520 |
Depreciation | 966,940 | 720,805 |
Amortization | 888,774 | |
Lease | 2,145,648 | 1,776,198 |
Settlements and penalties | 1,134,707 | 1,532,378 |
Employee benefits | 2,107,793 | 368,563 |
Utilities and office expense | 511,899 | 345,766 |
Advertising and promotions | 4,407,764 | 413,771 |
Taxes and licenses | (284,854) | 73,527 |
Repairs and maintenance | 392,679 | 244,868 |
Executive Expenses and Directors Fees | 482,455 | |
Listing and Regulatory Fees | 1,546,810 | |
Outside Labor | 352,201 | |
Other | 746,081 | 835,299 |
Total | $ 75,338,256 | $ 19,393,141 |
OPERATING EXPENSES - Research a
OPERATING EXPENSES - Research and development (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Research & Development | ||
Research and development | $ 21,650,840 | $ 3,009,027 |
LEASES - Lease assets and liabi
LEASES - Lease assets and liabilities (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Assets: | ||
Operating lease right-of-use assets | $ 4,597,052 | $ 2,350,929 |
Liabilities: | ||
Operating lease liabilities, current | (1,428,474) | (599,898) |
Operating lease liabilities, non-current | (3,359,354) | (1,857,894) |
Total lease liabilities | $ (4,787,828) | $ (2,457,792) |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities, current, Operating lease liabilities, non-current | Operating lease liabilities, current, Operating lease liabilities, non-current |
Weighted average remaining lease terms: Operating leases | 2 years 7 months 17 days | 3 years 4 months 2 days |
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, 2022 and 2021 | $ 1,751,680 | $ 1,057,438 |
LEASES - Operating lease costs
LEASES - Operating lease costs (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating lease costs: | ||
Fixed lease cost | $ 1,718,424 | $ 1,185,576 |
Variable lease cost | 496,914 | 448,983 |
Short-term lease cost | 164,690 | 401,526 |
Sublease income | (293,512) | (84,473) |
Total operating lease costs | $ 2,086,517 | $ 1,951,612 |
LEASES - Maturities of operatin
LEASES - Maturities of operating lease liabilities (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Year ending September 30, | ||
2023 | $ 2,820,060 | |
2024 | 2,706,912 | |
2025 | 2,082,614 | |
2026 | 243,539 | |
2027 | 15,173 | |
Total lease payments | 7,868,298 | |
Less: Imputed interest | (3,080,470) | |
Present value of lease liabilities | $ 4,787,828 | $ 2,457,792 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating Lease, Liability, Current, Operating Lease, Liability, Noncurrent | Operating Lease, Liability, Current, Operating Lease, Liability, Noncurrent |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 29, 2022 | Jun. 22, 2022 | Nov. 11, 2021 | Sep. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Option to extend | true | |||
Option to terminate | true | |||
General Office Space Lease for Property At Irvine, CA | Lakeview Business Center, LLC | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 36 months | |||
Monthly rent | $ 29,231.85 | |||
Lease for Property At Monrovia CA | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease term | 3 years | |||
Lease for Property At Monrovia CA | Alber K Karamanoukian Trust | ||||
Lessee, Lease, Description [Line Items] | ||||
Monthly base rent | $ 71,447 | |||
Leased properties, Saleen Motors International LLC | ||||
Lessee, Lease, Description [Line Items] | ||||
Payments for purchase of plant | $ 12,000,000 | |||
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 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 22, 2017 | Dec. 21, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Loss before income taxes | $ (740,323,152) | $ (44,239,780) | ||
Income tax NOL carryforwards | 78,791,906 | $ 38,676,405 | ||
Unrecognized Tax Benefits | $ 15,200,000 | |||
Federal statutory tax rate | 21% | 35% | 21% | 21% |
Full valuation allowances, cumulative pre tax book losses year | 3 years | |||
Measurement period of tax reform | 1 year | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax NOL carryforwards | $ 341,364,602 | $ 192,657,535 | ||
California | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax NOL carryforwards | $ 318,862,714 | $ 191,722,566 |
INCOME TAXES - Total provision
INCOME TAXES - Total provision (benefit) for income taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Current | ||
Current - State | $ 1,600 | $ 800 |
Total current | 1,600 | 800 |
Deferred | ||
Deferred - Federal | (280,552) | |
Total Deferred | (280,552) | |
Total (benefit) provision for income taxes | $ (278,952) | $ 800 |
INCOME TAXES - Summary of Incom
INCOME TAXES - Summary of Income Tax NOL carryforwards (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | $ 78,791,906 | $ 38,676,405 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | 341,364,602 | 192,657,535 |
Federal | 2034-2037 | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | 29,838,716 | 29,838,716 |
Federal | Indefinite | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | 311,525,886 | 162,818,819 |
California | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | 318,862,714 | 191,722,566 |
California | 2034-2040 | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating loss carryforwards | $ 318,862,714 | $ 191,722,566 |
INCOME TAXES - Summary of Recon
INCOME TAXES - Summary of Reconciliation of Our Effective Tax Rate To Statutory Federal Tax Rate (Details) - USD ($) | 12 Months Ended | |||
Dec. 22, 2017 | Dec. 21, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Amount | ||||
Income tax benefit at statutory rate | $ (155,466,389) | $ (9,247,200) | ||
State income taxes | 1,600 | 800 | ||
Permanent Differences | 995,227 | 158,166 | ||
Valuation Allowance | 154,180,328 | 9,091,163 | ||
Other | 10,282 | (2,129) | ||
Total (benefit) provision for income taxes | $ (278,952) | $ 800 | ||
Effective Income Tax Rate Reconciliation, Percent | ||||
Income tax benefit at statutory rate | 21% | 35% | 21% | 21% |
Permanent Differences | (0.13%) | 0.36% | ||
Valuation Allowance | (20.83%) | 20.65% | ||
Total (benefit) provision for income taxes | 0.04% |
INCOME TAXES - Summary of Signi
INCOME TAXES - Summary of Significant Component of Net Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets: | ||
Stock based compensation | $ 8,442 | |
Net Operating loss carryforwards | 78,791,906 | $ 38,676,405 |
Charitable Contributions | 1,219 | 894 |
Accrued Expenses | 86,926 | 315,555 |
Other Assets | 426,099 | 364,419 |
Intangibles | 48,382,778 | |
163(j) Limitation | 14,522,536 | 14,491,332 |
Mark-to-Market Warrants | 121,545,414 | |
Total gross deferred tax assets | 263,765,320 | 53,848,604 |
R&D Tax Credits | 578,842 | |
Less valuation allowance | (258,903,457) | (53,416,875) |
Total net deferred tax assets | 5,440,705 | 431,729 |
Deferred tax liabilities: | ||
Intangibles | (146,639) | |
Fixed Assets | (969,201) | (284,922) |
Other | (336) | (168) |
Total deferred tax liabilities | (20,398,064) | $ (431,729) |
Net deferred tax assets | (14,957,359) | |
Intellectual Property | ||
Deferred tax liabilities: | ||
Intangibles | (12,243,969) | |
Patents | ||
Deferred tax liabilities: | ||
Intangibles | (6,802,149) | |
Trademarks | ||
Deferred tax liabilities: | ||
Intangibles | (225,760) | |
Non compete agreements | ||
Deferred tax liabilities: | ||
Intangibles | $ (156,649) |
CONTINGENCIES AND CLAIMS (Detai
CONTINGENCIES AND CLAIMS (Details) - USD ($) | Aug. 05, 2022 | Sep. 30, 2022 | Sep. 29, 2022 |
TOA Trading LLC Litigation | |||
CONTINGENCIES AND CLAIMS | |||
Litigation liability | $ 0 | ||
4Wall Entertainment, Inc. v. Mullen Technologies, Inc. | |||
CONTINGENCIES AND CLAIMS | |||
Litigation settlement payable | $ 25,000 | ||
Ram Hari Khadka v. Mullen Automotive, Inc. | |||
CONTINGENCIES AND CLAIMS | |||
Amount agreed to pay | $ 995,000 | ||
Jeff Witt v. Mullen Automotive, Inc. | |||
CONTINGENCIES AND CLAIMS | |||
Litigation liability | 0 | ||
Hany Morsy v. David Michery, et al. | |||
CONTINGENCIES AND CLAIMS | |||
Litigation liability | $ 0 |
CONTINGENCIES AND CLAIMS - Seri
CONTINGENCIES AND CLAIMS - Series E Preferred Stock Purchase Option (Details) $ in Millions | Jun. 17, 2022 USD ($) |
Series E Preferred Stock Purchase Option | Series E Preferred Stock | Letter Agreement with DBI | |
CONTINGENCIES AND CLAIMS | |
Option to purchase maximum value of stock and warrants. | $ 25 |
CONTINGENCIES AND CLAIMS - Fede
CONTINGENCIES AND CLAIMS - Federal and State Tax Liabilities (Details) - Payroll Tax Liability - USD ($) | 12 Months Ended | ||
Apr. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONTINGENCIES AND CLAIMS | |||
Amount of monthly payments | $ 45,000 | ||
Past due accrued liability | $ 1,700,000 | $ 3,900,000 | |
EDD | |||
CONTINGENCIES AND CLAIMS | |||
Liability associated with past due amounts | $ 300,000 |
CONTINGENCIES AND CLAIMS - Inve
CONTINGENCIES AND CLAIMS - Investment Banking Services Agreement (Details) - Investment Banking Services Agreement. | May 05, 2020 USD ($) |
CONTINGENCIES AND CLAIMS | |
Amount of retainer for services | $ 50,000 |
Threshold percentage of gross proceeds of the public offering | 6% |
Threshold amount of gross proceeds from public offering | $ 3,000,000 |
CONTINGENCIES AND CLAIMS - Inte
CONTINGENCIES AND CLAIMS - International Business Machines (Details) - Lawsuit with IBM - USD ($) $ in Millions | 12 Months Ended | |
Dec. 01, 2021 | Sep. 30, 2017 | |
CONTINGENCIES AND CLAIMS | ||
Provision for legal liability | $ 4.5 | |
Amount of judgment | $ 5.6 |
CONTINGENCIES AND CLAIMS - Ling
CONTINGENCIES AND CLAIMS - Linghang Boao Group, LTD (Details) - Strategic Cooperation Agreement | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2019 USD ($) Milestone | Sep. 30, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
CONTINGENCIES AND CLAIMS | ||||
Term of Agreement | 3 years | |||
Total commitment amount | $ 2,196,000 | |||
Loss on contract | $ 390,000 | |||
Accrual for remaining milestone payments | $ 0 | $ 0 | ||
Minimum | ||||
CONTINGENCIES AND CLAIMS | ||||
Driving range distance (in miles) | Milestone | 480 | |||
Maximum | ||||
CONTINGENCIES AND CLAIMS | ||||
Driving range distance (in miles) | Milestone | 720 |
RELATED PARTY TRANSACTIONS - Wi
RELATED PARTY TRANSACTIONS - William Miltner (Details) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
RELATED PARTY TRANSACTIONS | |
Amount paid for legal services | $ 881,248 |
RELATED PARTY TRANSACTIONS - Ig
RELATED PARTY TRANSACTIONS - Ignacio Novoa (Details) - Consulting agreements - Director | Jun. 09, 2022 USD ($) shares |
Related Party Transaction [Line Items] | |
Term of agreement | 1 year |
Number of shares issued (in shares) | shares | 255,500 |
Proceeds from shares issued for cash | $ | $ 400,000 |
RELATED PARTY TRANSACTIONS - Ma
RELATED PARTY TRANSACTIONS - Mary Winter (Details) - USD ($) | 12 Months Ended | ||
Oct. 26, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Consulting payments | $ 46,224,690 | $ 6,991,246 | |
Consulting agreements | Mary Winters, Corporate Secretary and Director | |||
Related Party Transaction [Line Items] | |||
Term of agreement | 1 year | ||
Annual salary under agreement | $ 60,000 | ||
Consulting payments | $ 60,000 | ||
Monthly salary under agreement | $ 5,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event | Jan. 13, 2023 | Nov. 14, 2022 |
SUBSEQUENT EVENTS | ||
Quorum requirement for a meeting of stockholders | 33.33% | |
Series C Preferred Stock | ||
SUBSEQUENT EVENTS | ||
Preferred stock, Fixed dividend price per annum | 15% |
SUBSEQUENT EVENTS - Preferred S
SUBSEQUENT EVENTS - Preferred Stock (Details) - USD ($) | 12 Months Ended | ||
Nov. 14, 2022 | Sep. 30, 2022 | Oct. 17, 2022 | |
SUBSEQUENT EVENTS | |||
Preferred shares issued for cash | $ 141,101,534 | ||
Subsequent event | Series AA Preferred Stock | |||
SUBSEQUENT EVENTS | |||
Preferred shares issued for cash (in shares) | 1 | ||
Preferred shares issued for cash | $ 25,000 | ||
Consideration for redemption of preferred stock | $ 25,000 | ||
Voting rights | $ 1,300,000,000 | ||
Subsequent event | Series D Preferred Stock | Minimum | |||
SUBSEQUENT EVENTS | |||
Shares designated | 87,500,001 | ||
Subsequent event | Series D Preferred Stock | Maximum | |||
SUBSEQUENT EVENTS | |||
Shares designated | 437,500,001 |
SUBSEQUENT EVENTS - ELMS Asset
SUBSEQUENT EVENTS - ELMS Asset Acquisition (Details) - Subsequent event - Electric Last Mile, Inc. and Electric Last Mile Solutions, Inc. $ in Millions | Oct. 13, 2022 USD ($) |
SUBSEQUENT EVENTS | |
Acquire assets | $ 55 |
Assumption and assignment of contracts and related liabilities | $ 37 |
SUBSEQUENT EVENTS - Exchange Ag
SUBSEQUENT EVENTS - Exchange Agreement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Sep. 30, 2022 | Oct. 14, 2022 | |
SUBSEQUENT EVENTS | |||
Issuance of common stock for conversion of debt | $ 18,138,100 | ||
Subsequent event | Exchange Agreement | Exchange note | Esousa Holdings LLC | |||
SUBSEQUENT EVENTS | |||
Principal amount | $ 12,945,914 | ||
Issuance of common stock for conversion of debt (in shares) | 62,048,666 |
SUBSEQUENT EVENTS - Settlement
SUBSEQUENT EVENTS - Settlement Agreement (Details) | Oct. 25, 2022 shares |
Subsequent event | Settlement Agreement | Esousa Holdings, LLC | |
SUBSEQUENT EVENTS | |
Common shares issued to settle liability to issue (in shares) | 23,000,000 |
SUBSEQUENT EVENTS - Amendment N
SUBSEQUENT EVENTS - Amendment No. 3 to Securities Purchase Agreement (Details) | Nov. 21, 2022 USD ($) | Nov. 14, 2022 USD ($) tranche $ / shares | Sep. 30, 2022 $ / shares | May 07, 2021 $ / shares | May 06, 2021 $ / shares |
Series D Preferred Stock | |||||
SUBSEQUENT EVENTS | |||||
Closing price of the Common Stock | $ 1.27 | ||||
Securities Purchase Agreement | |||||
SUBSEQUENT EVENTS | |||||
Closing price of the Common Stock | $ 0.6877 | ||||
Warrants exercise price | $ 0.6877 | $ 0.6877 | |||
Subsequent Event | |||||
SUBSEQUENT EVENTS | |||||
Proceeds from investors in exchange for notes convertible into shares of the Company's Common Stock | $ | $ 150,000,000 | ||||
Subsequent Event | Amendment No. 3 to Securities Purchase Agreement | |||||
SUBSEQUENT EVENTS | |||||
Proceeds from investors in exchange for notes convertible into shares of the Company's Common Stock | $ | $ 150,000,000 | ||||
Interest rate (as a percent) | 28% | ||||
Additional consideration for issuance of warrants | $ | $ 0 | ||||
Percentage of Common Stock exercisable for warrants | 185% | ||||
Remaining Commitment Amount, Number of tranches | tranche | 2 | ||||
Share Purchase Price, Floor price (in dollars per share) | $ 0.10 | ||||
Percentage of Preferred Stock exercisable for warrants | 185% | ||||
Subsequent Event | Amendment No. 3 to Securities Purchase Agreement | Minimum | |||||
SUBSEQUENT EVENTS | |||||
Warrants exercise price | $ 0.25 | ||||
Subsequent Event | Amendment No. 3 to Securities Purchase Agreement | Maximum | |||||
SUBSEQUENT EVENTS | |||||
Warrants exercise price | 0.46 | ||||
Subsequent Event | Amendment No. 3 to Securities Purchase Agreement | Series D Preferred Stock | |||||
SUBSEQUENT EVENTS | |||||
Closing price of the Common Stock | $ 1.27 | ||||
Remaining Commitment Amount | $ | $ 90,000,000 |
SUBSEQUENT EVENTS - Release of
SUBSEQUENT EVENTS - Release of Reserved Shares (Details) | Nov. 09, 2022 shares |
Subsequent Event | Equity Incentive Plan, 2022 | |
SUBSEQUENT EVENTS | |
Remaining shares that are reserved for the plan, released so that such shares may be used for other purposes | 350,000,000 |
SUBSEQUENT EVENTS - Registratio
SUBSEQUENT EVENTS - Registration Statement Form S-3 and Change in Director Payment Arrangements (Details) - Subsequent Event - USD ($) $ in Millions | Nov. 21, 2022 | Oct. 14, 2022 |
SUBSEQUENT EVENTS | ||
Registration of Shares resold pursuant to issuance upon conversion of convertible notes issued to the Selling Stockholders | 220,828,539 | |
Proceeds from investors in exchange for notes convertible into shares of the Company's Common Stock | $ 150 | |
Maximum number of shares registered as resale by certain stockholders | 900,000,000 | |
Number of shares registered as resale | 23,000,000 | |
Shares issuable upon conversion of Series D Preferred Stock | 350,000,000 | |
Shares issuable upon exercise of outstanding warrants | 527,000,000 |
SUBSEQUENT EVENTS - Preferred_2
SUBSEQUENT EVENTS - Preferred Series C and D Conversions and Warrants Exercises (Details) - Subsequent Event - shares | 3 Months Ended | |
Dec. 31, 2022 | Oct. 14, 2022 | |
SUBSEQUENT EVENTS | ||
Shares issuable upon conversion of Series D Preferred Stock | 350,000,000 | |
Shares issuable upon exercise of outstanding warrants | 527,000,000 | |
Scenario 1 | ||
SUBSEQUENT EVENTS | ||
Shares issuable upon conversion of Series D Preferred Stock | 208,017,020 | |
Shares issuable upon exercise of outstanding warrants | 3,871,848 | |
Scenario 2 | ||
SUBSEQUENT EVENTS | ||
Shares issuable upon conversion of Series D Preferred Stock | 206,667,644 | |
Shares issuable upon exercise of outstanding warrants | 147,864,810 | |
Series C Preferred Stock | ||
SUBSEQUENT EVENTS | ||
Issuance of common stock for conversion of debt (in shares) | 150,256 | |
Preferred Stock Converted | 150,256 | |
Series D Preferred Stock | ||
SUBSEQUENT EVENTS | ||
Issuance of common stock for conversion of debt (in shares) | 3,996,554 | |
Preferred Stock Converted | 3,996,554 |
SUBSEQUENT EVENTS - Firm Order
SUBSEQUENT EVENTS - Firm Order Agreement (Details) - Subsequent event - Order Agreement - RMI | Dec. 12, 2022 item |
Subsequent Event [Line Items] | |
Minimum order quantity agreed to be made | 6,000 |
Number of units of vehicles manufactured and produced in initial production | 6,800 |
Purchase order quantity of vehicles received | 1,000 |
Minimum order quantity agreed for another purchase | 1,000 |
Maximum miles of products and vehicles can be returned if not sold | 500 |
Return period if the product is not sold | 12 months |
SUBSEQUENT EVENTS - Settlemen_2
SUBSEQUENT EVENTS - Settlement Agreement - Series D Securities Purchase Agreement (Details) | May 07, 2021 | May 06, 2021 |
Securities Purchase Agreement | ||
Subsequent Event [Line Items] | ||
Warrants term | 5 years | 5 years |
SUBSEQUENT EVENTS - Warrants is
SUBSEQUENT EVENTS - Warrants issued pursuant to Settlement Agreements (Details) - $ / shares | Jan. 13, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||
Closing Bid Price | $ 0.001 | $ 0.001 | |
Subsequent event | Settlement Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Closing Bid Price | $ 0.10 | ||
Shares held restriction percentage of outstanding voting shares | 50% | ||
Percentage of shares issuable upon exercise of the warrants | 250% | ||
Percentage of amount payable upon failure to timely deliver shares | 1% | ||
Percentage of minimum beneficial ownership held | 9.99% |
RESTATEMENT - Balance Sheet (De
RESTATEMENT - Balance Sheet (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
RESTATEMENT | ||||||
Total assets | $ 302,594,479 | $ 84,264,830 | $ 105,206,180 | $ 45,413,291 | $ 17,172,494 | |
Other financing costs - initial recognition of warrants at fair value | 6,126,358 | 203,955,631 | 119,597,612 | |||
Liability to issue shares | 10,710,000 | 7,027,500 | ||||
Other | 42,023,055 | 55,649,512 | 55,904,761 | 5,617,192 | ||
Total liabilities | 145,637,771 | 48,149,413 | 259,605,143 | 175,502,373 | 78,884,141 | |
Accumulated Deficit | (889,907,455) | (635,891,830) | (631,044,679) | (306,436,199) | (150,374,649) | |
Additional Paid-in Capital | 947,765,155 | 671,508,553 | 476,344,845 | 88,650,286 | ||
Others | 98,259,819 | 498,694 | 300,871 | 176,347,117 | ||
Total deficiency in shareholders' equity | $ 156,956,709 | 36,115,417 | (154,398,963) | (130,089,082) | $ (61,711,647) | $ (42,504,019) |
As Previously Reported | ||||||
RESTATEMENT | ||||||
Total assets | 84,264,830 | 105,206,180 | 45,413,291 | |||
Series E option liability | 23,085,886 | |||||
Other | 42,023,055 | 55,649,512 | 55,904,761 | |||
Total liabilities | 65,108,941 | 55,649,512 | 55,904,761 | |||
Accumulated Deficit | (278,883,532) | (219,411,972) | (186,838,587) | |||
Additional Paid-in Capital | 297,540,727 | 268,667,769 | ||||
Others | 498,694 | 300,871 | 176,347,117 | |||
Total deficiency in shareholders' equity | 19,155,889 | 49,556,668 | (10,491,470) | |||
Adjustments | ||||||
RESTATEMENT | ||||||
Series E option liability | (23,085,886) | |||||
Other financing costs - initial recognition of warrants at fair value | 6,126,358 | 203,955,631 | 119,597,612 | |||
Total liabilities | (16,959,528) | 203,955,631 | 119,597,612 | |||
Accumulated Deficit | (357,008,298) | (411,632,707) | (119,597,612) | |||
Additional Paid-in Capital | 373,967,826 | 207,677,076 | ||||
Total deficiency in shareholders' equity | $ 16,959,528 | $ (203,955,631) | $ (119,597,612) |
RESTATEMENT - Statement of Oper
RESTATEMENT - Statement of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
RESTATEMENT | |||||||
Loss from Operations | $ (18,221,165) | $ (30,452,870) | $ (14,058,407) | $ (44,511,277) | $ (62,732,442) | $ (96,989,096) | $ (22,402,168) |
Other financing costs - initial recognition of warrants at fair value | 41,250,395 | 2,120,515 | 22,405,532 | 24,526,046 | 65,776,422 | 1,559,961 | |
Loss on financing | (160,364,949) | (6,282,494) | (269,344,178) | (269,344,178) | (484,421,258) | ||
Revaluation of warrants | 31,538,523 | (131,670,146) | (10,618,382) | (142,288,528) | (110,750,005) | 122,803,715 | |
Others | (41,250,395) | (2,120,515) | (22,405,532) | (24,526,046) | (65,776,422) | (1,559,961) | |
Other income (expense), net | (9,711,872) | (294,155,610) | (142,003,144) | (436,158,753) | (445,870,606) | (5,647,841) | |
Net Loss | (27,933,037) | (324,608,480) | $ (156,061,551) | (480,670,030) | (508,603,048) | (739,532,806) | (44,240,580) |
Deemed dividend on preferred stock | (32,735,345) | (32,735,345) | (32,735,345) | (40,516,440) | |||
Net loss attributable to common stockholders | $ (27,933,037) | $ (357,343,825) | $ (513,405,375) | $ (541,338,393) | $ (780,049,246) | $ (44,240,580) | |
Loss per Share, Basic | $ (0.07) | $ (6.95) | $ (8.93) | $ (14.82) | $ (3.19) | $ (2.80) | $ (8.56) |
Weighted average shares outstanding, basic | 376,786,685 | 51,392,988 | 17,471,173 | 34,639,857 | 169,531,688 | 278,219,500 | 5,171,144 |
As Previously Reported | |||||||
RESTATEMENT | |||||||
Loss from Operations | $ (18,221,165) | $ (30,452,870) | $ (14,058,407) | $ (44,511,277) | $ (62,732,442) | ||
Other financing costs - initial recognition of warrants at fair value | 41,250,395 | 2,120,515 | 22,405,532 | 24,526,046 | 65,776,422 | ||
Series E Options Liability | (23,085,886) | (23,085,886) | |||||
Others | (41,250,395) | (2,120,515) | (22,405,532) | (24,526,046) | (65,776,422) | ||
Other income (expense), net | (64,336,281) | (2,120,515) | (22,405,532) | (24,526,046) | (88,862,308) | ||
Net Loss | (82,557,446) | (32,573,385) | $ (36,463,939) | (69,037,323) | (151,594,750) | ||
Net loss attributable to common stockholders | $ (82,557,446) | $ (32,573,385) | $ (69,037,323) | $ (151,594,750) | |||
Loss per Share, Basic | $ (0.22) | $ (0.63) | $ (2.09) | $ (1.99) | $ (0.89) | ||
Weighted average shares outstanding, basic | 376,786,685 | 51,392,988 | 17,471,173 | 34,639,857 | 169,531,688 | ||
Adjustments | |||||||
RESTATEMENT | |||||||
Loss on financing | $ (160,364,949) | $ (108,979,229) | $ (269,344,178) | $ (269,344,178) | |||
Revaluation of warrants | $ 31,538,523 | (131,670,146) | (10,618,382) | (142,288,528) | (110,750,005) | ||
Series E Options Liability | 23,085,886 | 23,085,886 | |||||
Other income (expense), net | 54,624,409 | (292,035,095) | (119,597,612) | (411,632,707) | (357,008,298) | ||
Net Loss | 54,624,409 | (292,035,095) | $ (119,597,612) | (411,632,707) | (357,008,298) | ||
Deemed dividend on preferred stock | (32,735,345) | (32,735,345) | (32,735,345) | ||||
Net loss attributable to common stockholders | $ 54,624,409 | $ (324,770,440) | $ (444,368,052) | $ (389,743,643) |