UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 6, 2023
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
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001-39395 |
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84-4720320 |
(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of incorporation) |
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Identification No.) |
18455 S.Figueroa Street |
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Gardena,
CA |
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90248 |
(Address of principal executive
offices) |
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(Zip Code) |
(424) 276-7616
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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☒ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of
each class |
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Trading Symbol(s) |
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Name of each
exchange on which registered |
Class A common stock, par value $0.0001 per share |
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FFIE |
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The
Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
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FFIEW |
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The Nasdaq Stock Market
LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 6, 2023, Faraday Future Intelligent Electric Inc. (the
“Company”), issued a press release announcing that the Company’s Board of Directors (the “Board”) has
approved an additional proposal to be submitted to stockholders for approval at the previously announced planned special meeting of
stockholders. As previously disclosed, the Board approved a proposal to be submitted to the Company’s stockholders to
authorize the Board to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-2 and 1-for-90.
Such reverse stock split, if approved and implemented would hold the existing authorized shares unchanged, thereby increasing the
total authorized shares by the same multiple as the reverse stock split. The new additional proposal is designed to cap the increase
in the total authorized shares at six times the number of post reverse split shares authorized assuming the previously disclosed
reverse stock split proposal is approved and the reverse stock split is implemented (the “Authorized Share Cap
Proposal”). The Company expects to file an amended preliminary proxy statement that includes such Authorized Share Cap
Proposal shortly.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward looking statements”
within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in
this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar expressions (or the negative versions of such words
or expressions) are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements
regarding the reverse stock split and intention to hold a special meeting. Forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many
of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed
in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include whether the Company’s
Amended and Restated Shareholder Agreement with FF Top Holding LLC complies with Nasdaq listing requirements, including Nasdaq Listing
Rule 5640 regarding voting rights, the possibility that stockholder approval for the reverse stock split will not be obtained; the possibility
that factors unrelated to the reverse stock split may impact the per share trading price of the Company’s common stock; the market
performance generally of the Company’s common stock; the Company’s ability to regain compliance with, and thereafter continue
to comply with, the Nasdaq listing requirements; the Company’s ability to satisfy the conditions precedent and close on the various
financings disclosed by the Company and any future financings, the failure of any of which could result in the Company seeking protection
under the Bankruptcy Code; the Company’s ability to amend its certificate of incorporation to permit sufficient authorized shares
to be issued in connection with the Company’s existing and contemplated financings; whether the Company and the City of Huanggang
could agree on definitive documents to effectuate the Cooperation Framework Agreement; the Company’s ability to remain in compliance
with its public filing requirements under the Securities Exchange Act of 1934, as amended, and Nasdaq listing requirements and to continue
to be listed on Nasdaq (including following the execution of the Shareholder Agreement); the outcome of the SEC investigation relating
to the matters that were the subject of the Special Committee investigation and other litigation involving the Company; the Company’s
ability to execute on its plans to develop and market its vehicles and the timing of these development programs (including timely receipt
of parts and satisfactory system testing); the Company’s estimates of the size of the markets for its vehicles and cost to bring
those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the success of other competing manufacturers;
the performance and security of the Company’s vehicles; potential litigation involving the Company; the result of future financing
efforts and general economic and market conditions impacting demand for the Company’s products; potential cost, headcount and salary
reduction actions may not be sufficient or may not achieve their expected results; and the ability of the Company to attract and retain
employees. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the Company’s Form 10-Q filed with the SEC on May 10, 2023,
the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2023, and other
documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
The effect of a reverse stock split on the per share trading price
of the Company’s common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies
is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share trading price
of the Company’s common stock after a reverse stock split would not increase in the same proportion as the reduction in the number
of the Company’s outstanding shares of common stock following the reverse stock split or at all, and a reverse stock split may
not result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure
you that, if a reverse stock split is implemented, its common stock will be more attractive to investors. If the Company implements a
reverse stock split, the per share trading price of its common stock may decrease due to factors unrelated to the reverse stock split,
including its future performance. If a reverse stock split is consummated and the per share trading price of the Company’s common
stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization
may be greater than would occur in the absence of a reverse stock split.
A reverse stock split may decrease the liquidity of the Company’s
common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by
a reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the
per share trading price does not increase as a result of the reverse stock split. In addition, if a reverse stock split is implemented,
it will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock.
Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100
shares of common stock.
Additional Information and Where to Find It
In connection with the reverse stock split and Authorized Share Cap
Proposal, the Company intends to file an amendment to its preliminary proxy statement filed with the SEC on June 16, 2023 to be distributed
to holders of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s
stockholders with respect to the proposed reverse stock split, the Authorized Share Cap Proposal and other matters as described therein.
After a definitive proxy statement has been filed, the Company will mail the definitive proxy statement, when available, to its stockholders.
The proxy statement will include information regarding the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies in connection with the proposed reverse stock split, the Authorized Share Cap Proposal and the other matters as will be described
therein. The Company will also file other documents regarding the proposed reverse stock split and the Authorized Share Cap Proposal
with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the proxy statement
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed reverse stock split and the
Authorized Share Cap Proposal as they become available because they will contain important information about these proposals.
Investors and security holders can obtain free copies of the proxy
statement and all other relevant documents the Company has filed or will file with the SEC through the website maintained by the SEC
at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.ff.com/or
by written request to Faraday Future Intelligent Electric Inc. at 18455 S. Figueroa Street, Gardena, California 90248.
Participants in the Solicitation
The Company and its Board of Directors and executive officers may
be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed reverse
stock split, the Authorized Share Cap Proposal and other matters to be described in the proxy statement. Information about the directors
and executive officers of the Company is set forth in the Company’s proxy statement for its 2023 annual meeting
of stockholders, which was filed with the SEC on March 17, 2023. Investors may obtain additional information regarding
the interest of the Company and its directors and executive officers in the reverse stock split proposal by reading the preliminary
proxy statement and definitive proxy statement relating to the special meeting when they become available. You may obtain free copies
of these documents as described in the preceding paragraph.
Certain representatives of FF Top and of its indirect parent
entity FF Global, including, without limitation, Jerry Wang, Weiwei Zhao and Wenyi Yan (collectively, the “FF Top Representatives”),
are additional participants in the solicitation of proxies in connection with the proposed reverse stock split, the Authorized Share
Cap Proposal and other matters to be described in the proxy statement. Information regarding the direct and indirect interests in the
Company, by security holdings or otherwise, of FF Global, FF Top and the FF Top Representatives is included in the proxy statement; the
post-effective amendment to registration statement on Form S-1, filed with the SEC on March 31, 2023; Annual Report on Form 10-K for
the year ended December 31, 2022, filed with the SEC on March 9, 2023 and Proxy Statement for the Company’s 2023 Annual Meeting
of Stockholders filed with the SEC on March 17, 2023; and in the Current Reports on Form 8-K filed with the SEC from time to time. Changes
to the director or indirect ownership of FF Top and FF Global are set forth in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a proxy statement
or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed reverse stock split
or the Authorized Share Cap Proposal. This Current Report on Form 8-K shall also not constitute an offer to sell or a solicitation of
an offer to buy any securities of the Company, nor shall there be any sale of securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Current
Report on Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FARADAY
FUTURE INTELLIGENT ELECTRIC INC. |
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Date:
July 6, 2023 |
By: |
/s/
Xuefeng Chen |
|
Name: |
Xuefeng
Chen |
|
Title: |
Global
Chief Executive Officer |
4
Exhibit 99.1
Faraday Future Announces Additional Proposal
for the Recently Announced Special Meeting of Stockholders to Limit the Company’s Authorized Shares Available for Issuance
Los Angeles, CA (July 6, 2023) - Faraday Future Intelligent
Electric Inc. (Nasdaq: FFIE) (“FF,” “Faraday Future,” or “Company”), a California-based global shared
intelligent electric mobility ecosystem company, announced an additional proposal for the recently announced special meeting of stockholders
to limit the Company’s authorized shares available for issuance.
The Board of Directors of the Company (“Board”) approved
an additional proposal for approval by the Company’s stockholders at the upcoming special meeting. The previously disclosed proposal
to effect a reverse stock split of the Company’s common stock at a ratio between 1-for-2 and 1-for-90 would hold the existing
authorized shares unchanged, effectively expanding the total authorized shares by the same multiple as the reverse stock split. The new
additional proposal is designed to cap the increase in the total additional authorized shares at six times the post reverse split shares
authorized assuming the previously disclosed reverse stock split proposal is approved and the reverse stock split is implemented. The
Company expects to file an amended preliminary proxy statement that includes such authorized share cap proposal shortly.
This decision showcases FF’s commitment to its shareholders and
dedication to aligning corporate policies with investor interests.
“Following extensive discussions and thorough consideration of
feedback, the board has chosen to implement this significant change in an effort to balance the company’s strategic needs while addressing
the concerns of our shareholders,” said XF Chen, CEO of Faraday Future. “This crucial change symbolizes our commitment to
maintaining strong corporate governance and enhancing shareholder value.”
As previously disclosed, the reverse stock split ratio will be
determined by the Board after stockholder approval. The Board reserves the right to elect not to proceed with the reverse stock split
if it determines that implementing a reverse split is no longer in the best interests of the Company and its stockholders.
The Company is still in its growth and production ramp-up phase. The
Company believes that the stockholders’ approval of the reverse stock split proposal will improve the Company’s fundamentals
across the board, ushering in the best opportunity to introduce institutional and strategic investors.
The authorized share cap proposal is being proposed to, among other
reasons, help the Company maintain alignment with market expectations regarding the number of authorized shares of our common stock in
comparison to the number of shares issued or reserved for issuance following any reverse stock split, and ensure that the Company does
not have what certain stockholders might view as an unreasonably high number of authorized shares which are not issued or reserved for
issuance.
The Company is grateful for its stockholders’ continued support
and feedback. As co-creation is at the core of Faraday’s Future’s philosophy, the Company welcomes stockholders’ continued
involvement in jointly growing the business and disrupting the automotive industry.
Users can preorder an FF 91 vehicle via the FF Intelligent App or through
our website (English): https://www.ff.com/us/preorder/
or (Chinese): https://www.ff.com/cn/preorder/
Download the new FF Intelligent App: http://appdownload.ff.com
ABOUT FARADAY FUTURE
Faraday Future is the pioneer of the Ultimate TechLuxury ultra spire market in the intelligent EV era, and the disruptor of the traditional
ultra-luxury car civilization epitomized by Ferrari and Maybach. FF is not just an EV company, but also a software-driven intelligent
internet company. Ultimately FF aims to become a User Company by offering a shared intelligent mobility ecosystem.
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,”
“expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and variations
of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements include, without limitation, statements regarding the reverse stock split and intention to
hold a special meeting. Forward-looking statements are not guarantees of future performance, conditions or results, and involve a number
of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control,
that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include whether the Company’s Amended and Restated Shareholder Agreement
with FF Top Holding LLC complies with Nasdaq listing requirements, including Nasdaq Listing Rule 5640 regarding voting rights, the possibility
that stockholder approval for the reverse stock split will not be obtained; the possibility that factors unrelated to the reverse stock
split may impact the per share trading price of the Company’s common stock; the market performance generally of the Company’s
common stock; the Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements;
the Company’s ability to satisfy the conditions precedent and close on the various financings disclosed by the Company and any future
financings, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s
ability to amend its certificate of incorporation to permit sufficient authorized shares to be issued in connection with the Company’s
existing and contemplated financings; whether the Company and the City of Huanggang could agree on definitive documents to effectuate
the Cooperation Framework Agreement; the Company’s ability to remain in compliance with its public filing requirements under the
Securities Exchange Act of 1934, as amended, and Nasdaq listing requirements and to continue to be listed on Nasdaq (including following
the execution of the Shareholder Agreement); the outcome of the SEC investigation relating to the matters that were the subject of the
Special Committee investigation and other litigation involving the Company; the Company’s ability to execute on its plans to develop
and market its vehicles and the timing of these development programs (including timely receipt of parts and satisfactory safety testing);
the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree
of market acceptance of the Company’s vehicles; the success of other competing manufacturers; the performance and security of the
Company’s vehicles; potential litigation involving the Company; the result of future financing efforts and general economic and
market conditions impacting demand for the Company’s products; potential cost, headcount and salary reduction actions may not be
sufficient or may not achieve their expected results; and the ability of the Company to attract and retain employees. The foregoing list
of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the
“Risk Factors” section of the Company’s Form 10-Q filed with the SEC on May 10, 2023, the “Risk Factors”
section of the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2023, and other documents filed by the Company
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company does not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law.
The effect of a reverse stock split on the per share trading price
of the Company’s common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies
is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share trading price
of the Company’s common stock after a reverse stock split would not increase in the same proportion as the reduction in the number
of the Company’s outstanding shares of common stock following the reverse stock split or at all, and a reverse stock split may not
result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure you
that, if a reverse stock split is implemented, its common stock will be more attractive to investors. If the Company implements a reverse
stock split, the per share trading price of its common stock may decrease due to factors unrelated to the reverse stock split, including
its future performance. If a reverse stock split is consummated and the per share trading price of the Company’s common stock declines,
the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than
would occur in the absence of a reverse stock split.
A reverse stock split may decrease the liquidity of the Company’s
common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by a
reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the per
share trading price does not increase as a result of the reverse stock split. In addition, if a reverse stock split is implemented, it
will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock.
Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100
shares of common stock.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with the proposals to be submitted to FF stockholders at
its special meeting seeking approval to authorize a reverse split and a cap on the number of authorized shares available if the reverse
stock split is implemented. In connection with the reverse stock split and the authorized share cap proposal, the Company intends to file
an amendment to its preliminary proxy statement filed with the SEC on June 16, 2023 to be distributed to holders of the Company’s
common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect
to the proposed reverse stock split, authorized share cap and other matters as will be described therein. After a definitive proxy statement
has been filed, the Company will mail the definitive proxy statement, when available, to its stockholders. The proxy statement includes
information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies in connection with the
proposed reverse stock split and authorized share cap. The Company will also file other documents regarding the proposed reverse stock
split and the authorized share cap with the SEC. Before making any voting decision, investors and security holders of the Company are
urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed
reverse stock split and authorized share cap as they become available because they will contain important information about these proposals.
Investors and security holders can obtain free copies of the proxy
statement and all other relevant documents the Company has filed or will file with the SEC through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.ff.com/or
by written request to Faraday Future Intelligent Electric at 18455 S. Figueroa Street, Gardena, California 90248.
Participants in the Solicitation
FF and its Board of Directors and executive officers may be deemed to be participants in the solicitation of proxies from FF’s
stockholders in connection with the proposed reverse stock split, the authorized share cap and other matters as will be described in the
proxy statement. Information about the directors and executive officers of FF is set forth in FF’s proxy statement for its 2023
annual meeting of stockholders, which was filed with the SEC on March 17, 2023. Investors may obtain additional information regarding
the interest of FF and its directors and executive officers in the reverse stock split proposal by reading the amendment to the preliminary
proxy statement and the definitive proxy statement relating to the special meeting when they become available. You may obtain free copies
of these documents as described in the preceding paragraph.
Certain representatives of FF Top and of its indirect parent entity
FF Global, including, without limitation, Jerry Wang, Weiwei Zhao and Wenyi Yan (collectively, the “FF Top Representatives”),
are additional participants in the solicitation of proxies in connection with the proposed reverse stock split, the authorized share cap
and other matters as will be described in the proxy statement. Information regarding the direct and indirect interests in the Company,
by security holdings or otherwise, of FF Global, FF Top and the FF Top Representatives will be included in the proxy statement; the post-effective
amendment to registration statement on Form S-1, filed with the SEC on March 31, 2023; Annual Report on Form 10-K for the year ended December
31, 2022, filed with the SEC on March 9, 2023 and Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders filed with
the SEC on March 17, 2023; and in the Current Reports on Form 8-K filed with the SEC from time to time. Changes to the director or indirect
ownership of FF Top and FF Global are set forth in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the proposed reverse stock split or authorized share cap. This communication shall also not constitute an
offer to sell or a solicitation of an offer to buy any securities of FF, nor shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
View source version on businesswire.com:
Investors (English): ir@faradayfuture.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
Source: Faraday Future Intelligent Electric Inc.
4
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