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  4. [8-K/A] FARADAY FUTURE INTELLIGENT ELECTRIC INC. Amends Material Event Report

Faraday Future (NASDAQ: FFAI) says funding needed to stay in business

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Faraday Future Intelligent Electric Inc. (FFAI) filed an amended current report to correct clerical errors in a prior exhibit and to furnish a new press release related to an amendment to its March 21, 2025 Securities Purchase Agreement.

The press release states that the amendment eliminates 237,615 potential warrants as part of Faraday Future’s ongoing debt-reduction and capital-structure optimization efforts supporting its robotics-focused Embodied AI strategy. The release also reiterates extensive risk factors, including substantial doubt about the company’s ability to continue as a going concern and its current inability to pay outstanding obligations without additional financing.

Positive

  • 237,615 potential warrants eliminated, reducing overhang from possible future dilution as part of an amendment to the 2025 Securities Purchase Agreement and the company’s capital-structure optimization and debt-reduction efforts.

Negative

  • The company highlights substantial doubt about its ability to continue as a going concern and states it currently lacks the ability to pay its outstanding obligations without securing additional funding.
  • Faraday Future notes heavy dependence on convertible debt investors and other financings, with failure of future financing efforts potentially resulting in the company seeking protection under the Bankruptcy Code.

Filing Explained

The filing flags an inability to pay outstanding obligations; June 30 cash equaled 40.2 days of second-quarter operating cash use.

This amendment says it only corrects clerical errors in Exhibit 4.1 and furnishes a press release, while the company states that it currently lacks the ability to pay its outstanding obligations.

The release also identifies the company’s ability to continue as a going concern as a risk, making liquidity and funding the material holder-relevant condition highlighted in this filing.

At June 30, 2026, cash and equivalents were $11.196 million against second-quarter operating cash outflow of $25.055 million; that cash balance equaled 40.2 days of the quarter’s operating cash use.

Sources and calculations
  • Form 8-K/A (2026-08-20)
  • FFAI second-quarter 2026 fundamentals (2026-06-30)
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $11,196,000 / ($25,055,000 / 90) = [object Object]
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Potential warrants eliminated 237,615 warrants Eliminated under amendment to March 21, 2025 Securities Purchase Agreement
Amendment regulatory
"entered into an amendment agreement (the “Amendment”) to the Securities Purchase"
An amendment is a formal change or addition to an existing legal, regulatory, or corporate document, such as a contract, prospectus, regulatory filing, or company charter. It matters to investors because amendments can alter rights, deadlines, obligations, or risk profiles tied to an investment; think of it like editing a recipe—changing an ingredient or cooking time can significantly affect the final result.
Securities Purchase Agreement financial
"amendment agreement (the “Amendment”) to the Securities Purchase Agreement (“SPA”)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
going concern financial
"the Company’s ability to continue as a going concern and improve its liquidity"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
at-the-market program financial
"the Company’s ability to use its “at-the-market” program; insurance coverage;"
An at-the-market program is a way for a company to sell new shares of its stock gradually over time directly into the stock market, rather than all at once. This approach allows the company to raise money as needed while giving investors the opportunity to buy shares at current market prices. It helps manage the timing and price of new stock offerings, providing flexibility for both the company and investors.
Embodied AI (EAI) technical
"two major product strategies within the Embodied AI (EAI) robotics business"
Embodied AI (eAI) means artificial intelligence that operates through a physical body or robot—sensors, motors and software working together so the system can move, sense its surroundings and interact with people or objects. Investors care because eAI combines hardware and software sales, ongoing service and data streams in ways similar to selling both a smartphone and its app ecosystem; that mix affects revenue growth, margins and long-term platform value.

FAQ

What is the main purpose of Faraday Future (FFAI)'s latest 8-K/A filing?
Faraday Future filed an amended current report to correct clerical errors in a prior exhibit and to furnish a press release describing an amendment to its March 21, 2025 Securities Purchase Agreement and related capital-structure actions.

How many potential warrants did Faraday Future (FFAI) say were eliminated?
The company’s press release states that the amendment eliminated 237,615 potential warrants as part of Faraday Future’s ongoing debt-reduction and capital-structure optimization initiatives.

How does the warrant elimination affect Faraday Future (FFAI)'s capital structure?
By eliminating 237,615 potential warrants, Faraday Future reports taking another step in reducing potential dilution and optimizing its capital structure in connection with its 2025 Securities Purchase Agreement amendment.

What key risks does Faraday Future (FFAI) emphasize in this disclosure?
Faraday Future emphasizes substantial doubt about its ability to continue as a going concern, its current inability to pay outstanding obligations, reliance on new financing, significant competition, operational challenges, and the risk that failed financings could lead to seeking protection under the Bankruptcy Code.

What strategic focus does Faraday Future (FFAI) describe in the press release?
Faraday Future describes itself as a Physical and Embodied AI ecosystem company focusing on humanoid and bionic robots and automotive-focused robots, built around a “Four-Core Full-Stack AI” ecosystem supporting its robotics and mobility solutions.

Does Faraday Future (FFAI) provide financial results in this 8-K/A?
No. The amended report and accompanying press release focus on an amendment to a Securities Purchase Agreement, elimination of 237,615 potential warrants, and extensive risk-factor disclosures, rather than on specific financial results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

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 20, 2026

 

Faraday Future Intelligent Electric Inc.

(Exact name of registrant as specified in its charter)

 

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

 

1990 E. Grand Avenue
El Segundo, CA		   90245
(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   FFAI   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. ☐

 

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 to the Current Report on Form 8-K (the “Form 8-K/A”) amends the Current Report on Form 8-K filed by Faraday Future Intelligent Electric Inc. (the “Company”) with the U.S. Securities and Exchange Commission on August 21, 2026 (the “Original Form 8-K”). The Form 8-K/A is being filed solely to (i) correct certain clerical errors contained in Exhibit 4.1 filed with the Original Form 8-K; and (ii) furnish a press release the Company released on August 24, 2026, in connection with the event disclosed under the Original Form 8-K. No other changes are made to the Original Form 8-K, and this Form 8-K/A does not otherwise update the disclosures contained in the Original Form 8-K.

 

1

 

 

Item 7.01 Regulation FD Disclosure

 

On August 24, 2026, the Company issued a press release with respect to the effect of the amendment agreement set forth in under Item 1.01 of the Original Form 8-K. A copy of such press release is furnished hereto as Exhibit 99.1, and incorporated herein by reference.

 

The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) 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, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
4.1   Form of Amended and Restated Unsecured Note.
99.1   Press Release, dated as of August 24, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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 24, 2026 By: /s/ Koti Meka
  Name: Koti Meka
  Title: Chief Financial Officer

 

3

 

Exhibit 99.1

 

Faraday Future Eliminates 237,615 Potential Warrants, Continuously Optimizing Capital Structure to Support Its Robotics Strategy

 

●The Company reached an amendment agreement with 2025 March Financing investors to terminate the obligation to issue a total of approximately 237,615 warrants avoiding nearly 40% of the potential maximum dilution from this financing round (this calculation is based on the current stock price and a $5 conversion floor price, to which the floor price has not yet been adjusted).

 

●Combined with the outstanding warrants previously terminated in December 2025, all warrants from the 2025 March Financing have been cancelled. The Company continues to make steady progress in its debt restructuring and capital structure optimization efforts.

 

●This amendment also concurrently completed a partial transfer of investment commitments and optimization of the remaining closing arrangements, once again demonstrating investors’ clear support for the company’s strategy and capital discipline.

 

Los Angeles, CA (August 24, 2026) – Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future”, “FF” or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced that it has entered into an amendment agreement (the “Amendment”) to the Securities Purchase Agreement (“SPA”) dated March 21, 2025 (“2025 March Financing”), with all the investors party thereto, marking another step forward in the Company’s debt-reduction and capital-structure optimization:

 

1.Elimination of All Remaining Warrant Obligations – The Amendment eliminates the Company’s obligation to issue warrants exercisable for an aggregate of 64,489 shares of Class A common stock of the Company (“Common Stock”), that were contractually required to be issued upon the remaining closings under the SPA. In addition, it eliminates the investors’ right to receive common stock warrants exercisable for approximately 173,126 shares of Common Stock, in connection with the exercise of any incremental warrants, including warrants exercisable for approximately 64,489 shares of Common Stock originally issuable upon exercise of the future incremental warrants that were contractually required to be issued upon the remaining closings under the SPA, which were eliminated under the same Amendment. Collectively, approximately 237,615 potential Warrants have been permanently removed, avoiding nearly 40% of the potential maximum dilution from this financing round (this calculation is based on the current stock price and a $5 conversion floor price, to which the floor price has not yet been adjusted.)

 

2.Full Reset of March 2025 Financing Warrants – Following the December 2025 negotiation in which the then-outstanding warrants were terminated (as previously disclosed in the Company’s Form 8-K filed on January 2, 2026), this amendment concludes the complete elimination of all warrants originating from the March 2025 financing.

 

3.Unanimous Investor Consent – All five investors have executed the amendment, which also provides for a partial assignment of investment amounts and optimizes the mechanics of the remaining closings. This marks another unequivocal vote of confidence by the investors in the Company’s strategic and financial discipline.

 

Additional details regarding the amendment are set forth in the Company’s Form 8-K filed with the SEC on August 21, 2026.

 

“This Amendment represents another concrete step in delivering on our commitment to capital value restoration and represents our latest action to clear the overhang of potential dilution while optimizing our capital structure,” said Jerry Wang, Executive Chairman of FF. “The Company will continue to advance these efforts in accordance with its stated commitments and maintain transparent disclosure to the market.”

 

 

 

 

ABOUT FARADAY FUTURE

 

Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots. By building a “Four-Core Full-Stack AI” ecosystem of EAI Brain, Device, Industry Productivity Solutions and Developer Platform, and Data Factory, FF aims to create an evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability, and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/

 

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 “plan to,” “can,” “will,” “should,” “future,” “potential,” 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 FF’s vehicle business and FF’s entry into the embodied AI robotics market, involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

 

Important factors, 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 pay its outstanding obligations, which it currently lacks; the availability of sufficient share capital to meet its current obligations and execute on its strategy; the willingness of convertible debt investors to fund the Company; demand for the Company’s robotics products; the ability of B2B preorder companies to locate customers to purchase our robotics products, on which their nonbinding preorders substantially depend; competition in the robotics industry, which includes companies with far superior experience, funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education market; the ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese robotics products; the Company’s ability to get the planned robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics to the Company; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products; the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility; 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 substantial 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 warranty 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 use its “at-the-market” program; 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; 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-Q for the quarter ended June 30, 2026 filed with the SEC on August 13, 2026; the quarter ended March 31, 2026, filed with the SEC on May 14, 2026, and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the Company from time to time with the SEC.

 

CONTACTS:

 

Investors (English): ir@ff.com

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

Media: john.schilling@ff.com

 

 

 

Source: View Original Filing on SEC EDGAR

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