FFIE Faraday Future Intelligent Electric Inc

 

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): August 28, 2023

 

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39395		84-4720320
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

 

18455 S. Figueroa Street Gardena, CA		90248
(Address of principal executive offices)		(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)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	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		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		FFIE		The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share		FFIEW		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 7.01 Regulation FD Disclosure

 

On August 28, 2023, Faraday Future Intelligent Electric Inc. (the “Company”) issued a press release announcing it expects to finance future growth with its previously announced reverse stock split and Registration Statements on Form S-3, once such Registration Statements are effective. The Company also announced plans to deliver an FF 91 2.0 Futurist Alliance to its owner and FF’s Developer Co-Creation Officer, Jason Oppenheim in September. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

The information contained in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:

 

No.		Description of Exhibits
99.1		Press release of the Company, dated August 28, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	FARADAY FUTURE INTELLIGENT ELECTRIC INC.
Date: August 29, 2023	By:	/s/  Jonathan Maroko
	Name:	Jonathan Maroko
	Title:	Interim Chief Financial Officer

 

 

2

Exhibit 99.1

 

Faraday Future Expects Ability to Finance Future Growth with Reverse Stock Split and the Registration Statements on Form S-3

 

●

The Company plans to deliver an FF 91 2.0 Futurist Alliance to its owner and FF’s Developer Co-Creation Officer, well-known real estate agent and Emmy Award nominee Jason Oppenheim in early September, around the same time as the premier of Selling the OC, Season 2, in which Jason is featured in.

 

Los Angeles, CA (August 28, 2023) -- Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) (“Faraday Future”, “FF” or “Company”), a California-based global shared intelligent electric mobility ecosystem company, today announced it expects to finance future growth with its previously announced reverse stock split and the filing of Registration Statements on Form S-3. Once effective, the Registration Statements, together with the reverse stock split, are expected to help the Company satisfy certain closing conditions for previously announced financing commitments and secure new rounds of financing. These actions mark a significant step in a comprehensive plan to attract additional investors which will support the continued production ramp of the Ultimate AI TechLuxury FF 91 2.0 Futurist Alliance along with the expansion of its sales and service network.

 

On Friday, August 25^th, the Company announced a reverse stock split of the issued and outstanding shares of the Company’s common stock, at a ratio of 1-for-80. Commencing at the open of market today, the Company’s common stock began trading on a split-adjusted basis. The authorized shares of Company’s common stock were also reduced from 1,765,000,000 to 154,437,500 shares following the reverse stock split.

 

The Company believes that the reverse stock split together with the Registration Statements, when effective, will provide investors with long-term value. The Company believes that this development will also significantly increase our attractiveness to institutional and strategic investors. The Company recently announced the Developer Co-Creation festival with the first FF 91 2.0 Futurist Alliance delivery and signed the second group of Developer Co-Creation Officers at Pebble Beach, California, during Monterey Car week.

 

The Company plans to deliver the FF 91 2.0 Futurist Alliance to its owner and FF’s Developer Co-Creation Officer Jason Oppenheim soon. As previously disclosed, Mr. Oppenheim is the Owner of the Oppenheim Group, a well-known luxury real estate agency. He has been the featured star for a combined six seasons of the Netflix series, Selling Sunset and Selling the OC.

 

Selling the OC, Season 2 is set to premiere in early September 2023. The trailer of Selling the OC Season 2 can be found here: https://youtu.be/iHihGCrreTU?si=niRhWwkLZlnqEcRX

 

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

 

FF is the pioneer of the Ultimate Intelligent TechLuxury ultra spire market in the intelligent EV era, and a disruptor of the traditional ultra-luxury car industry. FF is not just an EV company, but also a software-driven company of intelligent internet AI product.

 

FOLLOW FARADAY FUTURE

 

https://www.ff.com/

https://www.ff.com/us/mobile-app/

https://twitter.com/FaradayFuture

https://www.facebook.com/faradayfuture/

https://www.instagram.com/faradayfuture/

www.linkedin.com/company/faradayfuture/

 

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, which include statements regarding the Company’s ability to obtain and maintain effective registration statements, 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, among others: the Company’s ability to continue as a going concern and improve its liquidity and financial position; the Company’s ability to remain in compliance with its public filing requirements under the Securities Exchange Act of 1934, as amended, the Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; 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 market performance generally of the Company’s common stock; the Company’s ability to satisfy the conditions precedent and close on the various financings described in this press release and elsewhere by the Company; the result of future financing efforts, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; 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, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and volatility of the Company’s stock price. 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-K/A filed with the Securities and Exchange Commission (“SEC”) on August 21, 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.

 

Investors (English): ir@faradayfuture.com

Investors (Chinese): cn-ir@faradayfuture.com

Media: john.schilling@ff.com

 

 

 

 

v3.23.2

Cover	Aug. 28, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 28, 2023
Entity File Number	001-39395
Entity Registrant Name	Faraday Future Intelligent Electric Inc.
Entity Central Index Key	0001805521
Entity Tax Identification Number	84-4720320
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	18455 S. Figueroa Street
Entity Address, City or Town	Gardena
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90248
City Area Code	424
Local Phone Number	276-7616
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A common stock, par value $0.0001 per share
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	FFIE
Security Exchange Name	NASDAQ
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
Title of 12(b) Security	Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	FFIEW
Security Exchange Name	NASDAQ

---