Faraday Future Announces Reverse Stock Split and Authorized Share Reduction
August 15 2024 - 6:00AM
Business Wire
Faraday Future Intelligent Electric Inc. (Nasdaq: FFIE)
(“Faraday Future”, “FF” or the “Company”), a California-based
global shared intelligent electric mobility ecosystem company,
today announced that the Company intends to implement a reverse
stock split of the issued and outstanding shares of the Company’s
common stock, par value $0.0001 per share (the “common stock”), at
a ratio of 1-for-40 (the “reverse stock split”), that is expected
to become effective at 5:00 p.m. ET on August 16, 2024. The
Company’s common stock is expected to begin trading on a
split-adjusted basis commencing upon market open on August 19,
2024.
As previously disclosed, at the Company’s Annual Meeting of
Stockholders held on July 31, 2024, the Company’s stockholders
voted to approve a proposal authorizing the Board of Directors of
the Company (the “Board”) to amend the Company’s Third Amended and
Restated Certificate of Incorporation (as amended, the “Charter”)
to effect a reverse stock split of the Company’s issued and
outstanding common stock and a corresponding reduction in the total
number of shares of common stock the Company is authorized to
issue. On August 4, 2024, the Board approved a 1-for-40 reverse
stock split. As a result of the reverse stock split, every 40
shares of the Company’s issued and outstanding common stock will be
automatically combined and converted into one issued and
outstanding share of common stock. The Company’s Class A common
stock will trade under a new CUSIP number, 307359 885, effective
August 19, 2024, and remain listed on the Nasdaq Capital Market
under the symbol “FFIE.” The Company’s Class B common stock will
have a new CUSIP number, 307359 877, effective August 19, 2024. The
Company’s publicly traded warrants will continue to be traded on
the Nasdaq Capital Market under the symbol “FFIEW” and the CUSIP
number for the warrants will remain unchanged. However, under the
terms of the applicable warrant agreement, the number of shares of
Class A common stock issuable on exercise of each warrant will be
proportionately decreased. Specifically, following effectiveness of
the reverse stock split, every 40 shares of Class A common stock
that may be purchased pursuant to the exercise of public warrants
now represents one share of Class A common stock that may be
purchased pursuant to such warrants. Accordingly, for the Company’s
warrants trading under the symbol “FFIEW”, every 40 warrants will
be exercisable for one share of Class A common stock at an exercise
price of $110,400 per share of Class A common stock. The reverse
stock split reduces the number of shares of common stock issuable
upon the conversion of the Company’s outstanding convertible
securities, and the exercise or vesting of its outstanding stock
options, restricted stock units and private warrants in proportion
to the ratio of the reverse stock split and causes a proportionate
increase in the conversion and exercise prices of such convertible
securities, stock options, restricted stock units and private
warrants. In addition, the authorized shares of common stock will
be reduced from 4,169,812,500 to 104,245,313.
No fractional shares of common stock will be issued as a result
of the reverse stock split. Stockholders of record who would
otherwise be entitled to receive a fractional share will be
entitled to receive from the Company one full share of the
post-reverse stock split common stock. The reverse stock split
impacts all holders of the Company’s common stock proportionally
and will not impact any stockholder’s percentage ownership of the
Company’s common stock.
Faraday Future has chosen its transfer agent, Continental Stock
Transfer & Trust Company, to act as exchange agent for the
reverse stock split. Stockholders owning shares via a bank, broker
or other nominee will have their positions automatically adjusted
to reflect the reverse stock split and will not be required to take
further action in connection with the reverse stock split, subject
to brokers’ particular processes.
Additional information about the reverse stock split and the
related Charter amendment can be found in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission
on July 5, 2024.
ABOUT FARADAY FUTURE
Faraday Future is the pioneer of the Ultimate AI 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. FF remains dedicated to advancing electric vehicle
technology to meet the evolving needs and preferences of users
worldwide, driven by a pursuit of intelligent and AI-driven
mobility.
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 expected timing and implementation
of the reverse stock split and the commencement of trading of the
Company’s post-split common stock, 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 regain compliance with, and thereafter
continue to comply with, the Nasdaq listing requirements; the
Company’s ability to pay its outstanding obligations; the Company’s
ability to raise necessary capital, including but not limited to
the capital required to fund production of the FF 91 and the Bridge
Strategy; the Company’s ability to remediate its material
weaknesses in internal control over financial reporting and the
risks related to the restatement of previously issued consolidated
financial statements; the Company’s limited operating history and
the significant barriers to growth it faces; the Company’s history
of losses and expectation of continued losses; the success of the
Company’s payroll expense reduction plan; 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 Company’s ability to cover future warrant
claims; the success of other competing manufacturers; the
performance and security of the Company’s vehicles; current and
potential litigation involving the Company; the Company’s ability
to receive funds from, satisfy the conditions precedent of and
close on the various financings described 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; the Company’s indebtedness; the Company’s ability to cover
future warranty claims; insurance coverage; general economic and
market conditions impacting demand for the Company’s products;
potential negative impacts of a reverse stock split; potential
cost, headcount and salary reduction actions may not be sufficient
or may not achieve their expected results; circumstances outside of
the Company’s control, such as natural disasters, climate change,
health epidemics and pandemics, terrorist attacks, and civil
unrest; risks related to the Company’s operations in China; the
success of the Company’s remedial measures taken in response to the
Special Committee findings; the Company’s dependence on its
suppliers and contract manufacturer; the Company’s ability to
develop and protect its technologies; the Company’s ability to
protect against cybersecurity risks; 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 for the year ended December 31, 2023 filed with
the Securities and Exchange Commission (“SEC”) on May 28, 2024, as
amended on May 30, 2024 and June 24, 2024, as updated by the “Risk
Factors” section of the Company’s Form 10-Q for the quarter ended
March 31, 2024 filed with the SEC on July 30, 2024, 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.
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Investors (English): ir@faradayfuture.com Investors
(Chinese): cn-ir@faradayfuture.com Media:
john.schilling@ff.com
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