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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:
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 25th, 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
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