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  4. [8-K] FARADAY FUTURE INTELLIGENT ELECTRIC INC. Reports Material Event

Faraday Future eliminates 57% of 2025 deal dilution

Faraday Future cancels 21.0 million March 2025 financing warrants, cutting stated potential dilution by over half and reducing fair-value liabilities by about $5.8 million.

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Faraday Future Intelligent Electric Inc. (FFAI) entered into incremental warrant termination agreements with all investors from its March 2025 convertible note financing, cancelling 21,021,369 Incremental Warrants tied to prior closings. These warrants had been exercisable into convertible notes, common stock purchase warrants, and Series B preferred stock.

Based on the current $5.00 conversion floor price for notes issued in the March 2025 financing, the cancelled Incremental Warrants represented approximately 45% of potential maximum dilution. Together with an August 20, 2026 amendment that removed the obligation to issue additional common and incremental warrants in future closings, all common warrants and Incremental Warrants under the March 2025 SPA have now been cancelled.

On a fully diluted basis, the company states that these actions eliminate approximately 57.48% of the potential dilution associated with the March 2025 financing and are expected to directly reduce about $5.794 million of fair-value-measured liabilities previously reported, which the company characterizes as a meaningful improvement to its balance sheet and liability profile.

Positive

  • 21,021,369 Incremental Warrants cancelled, which the company states removes approximately 45% of potential maximum dilution tied to the March 2025 financing.
  • With all common and Incremental Warrants under the March 2025 SPA cancelled, the company reports eliminating about 57.48% of potential dilution on a fully diluted basis from that financing.
  • The company expects these warrant terminations and related amendment to directly reduce $5.794 million of fair-value-measured liabilities, improving its reported balance sheet and liability profile.

Negative

  • None.

Insights

Analyzing...

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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
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.
Cancelled Incremental Warrants 21,021,369 warrants Outstanding Incremental Warrants from first to third closings of the March 2025 Financing cancelled under the termination agreements
Conversion floor price $5.00 per share Current conversion floor price for outstanding convertible notes issued in the March 2025 Financing
Potential maximum dilution removed 45% Approximate share of potential maximum dilution attributable to the cancelled Incremental Warrants
Potential dilution eliminated on fully diluted basis 57.48% Approximate portion of potential dilution associated with the March 2025 Financing that the company states is eliminated
Reduction in fair-value-measured liabilities $5.794 million Expected direct reduction in liabilities previously disclosed for the March 2025 Financing
Date of Incremental Warrant Termination Agreements August 31, 2026 Date Faraday Future entered into the incremental warrant termination agreements
Press release date September 1, 2026 Date of the company’s press release announcing the warrant terminations
Incremental Warrant Termination Agreement financial
"announced that it has entered into Incremental Warrant Termination Agreements with each investor"
convertible promissory notes financial
"Incremental Warrants exercisable for (i) convertible promissory notes with an aggregate principal amount"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
fair-value-measured liabilities financial
"expected to directly reduce the approximately $5.794 million in fair-value-measured liabilities disclosed"
fully diluted basis financial
"On a fully diluted basis, the cancellation eliminates approximately 57.48% of the potential dilution"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
capital structure financial
"improving its capital structure"
Capital structure is the way a company finances its operations and growth by using different sources of money, such as borrowed funds (loans or bonds) and owner’s equity (investments from owners or shareholders). It’s like a recipe for baking a cake, where the balance of ingredients affects the final product's strength and taste; similarly, the mix of debt and equity influences a company's stability and risk. For investors, understanding a company's capital structure helps gauge how risky it might be to invest or lend money.
convertible note financing financial
"each investor from its March 2025 convertible note financing"
A convertible note financing is a loan investors give to a company that is intended to turn into shares later instead of being paid back in cash. Think of it like a bridge loan that comes with a coupon you can swap for ownership at the next funding round, usually at a discounted price or a preset valuation limit. It matters to investors because it lets them support a company early while delaying a precise valuation, but it also affects future ownership percentages and risk exposure when the loan converts into equity.

FAQ

What did Faraday Future (FFAI) announce regarding its March 2025 financing warrants?
Faraday Future announced Incremental Warrant Termination Agreements with all March 2025 financing investors, cancelling 21,021,369 Incremental Warrants issued in the first to third closings, thereby permanently removing the potential dilution associated with their future exercise.

How much potential dilution does FFAI say was removed by cancelling the Incremental Warrants?
Based on the current $5.00 conversion floor price for the related convertible notes, Faraday Future states that cancelling the Incremental Warrants removed approximately 45% of potential maximum dilution tied to those instruments.

What is the total dilution impact FFAI reports eliminating from the March 2025 Financing?
Faraday Future states that, on a fully diluted basis, cancelling the Incremental Warrants and prior common warrants eliminates approximately 57.48% of the potential dilution associated with the March 2025 Financing under the March 2025 SPA.

How does the warrant cancellation affect FFAI’s reported liabilities?
Following the second quarter, Faraday Future expects the warrant termination and related amendment to directly reduce approximately $5.794 million in fair-value-measured liabilities previously disclosed, which it describes as a meaningful improvement to its balance sheet and liability profile.

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

 

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 31, 2026

 

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.)

 

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. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On August 31, 2026, Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) entered into incremental warrant termination agreements (each, an “Agreement” and collectively, the “Agreements”) with holders (collectively, the “Incremental Warrant Holders”) of certain of the Company’s outstanding incremental warrants (collectively, the “Incremental Warrants”), issued pursuant to a securities purchase agreement by and between the Company and the Incremental Warrant Holders, dated as of March 21, 2025 (as amended, the “March SPA”).

 

Pursuant to the Agreements, the Company and the Incremental Warrant Holders mutually agreed to terminate Incremental Warrants exercisable for (i) convertible promissory notes with an aggregate principal amount of $21,021,369, convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”); (ii) Common Stock purchase warrants; and (iii) shares of the Company’s Series B preferred stock, par value $0.0001 per share.

 

The foregoing summary of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The Current Reports on Form 8-K describing the March SPA, amendment to the March SPA and the transactions contemplated thereby were filed by the Company with Securities and Exchange Commission on March 24, 2025, August 21, 2026 and August 24, 2026, and are incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On September 1, 2026, the Company issued a press release with respect to the Agreements disclosed under Item 1.01 above. 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. The following exhibits are filed with this Current Report on Form 8-K:

 

No.   Description of Exhibits
10.1   Form of Incremental Warrant Termination Agreement
99.1   Press Release Dated September 1, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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: September 3, 2026 By: /s/ Koti Meka
  Name:  Koti Meka
  Title: Chief Financial Officer

 

2

 

Exhibit 99.1

 

Faraday Future Announced that It has Entered Into Incremental Warrant Termination Agreements With Each March 2025 Financing Investor as It Continues to Make Progress in Reducing Its Debt and Improving Its Capital Structure

 

●Under the Termination Agreement, the Company has cancelled all 21,021,369 outstanding Incremental Warrants issued in the 1st to 3rd closings pursuant to its March 2025 Financing, permanently removing the potential dilution associated with their future exercise.

 

Los Angeles, CA (Sept. 1, 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 Incremental Warrant Termination Agreements with each investor from its March 2025 convertible note financing (the “March 2025 Financing” and each such investor, a “March Investor”). With the support of all participating investors, the Company continues to make progress in reducing its debt and improving its capital structure.

 

Under the Termination Agreement, the Company has cancelled all 21,021,369 outstanding Incremental Warrants issued in the 1st to 3rd closings pursuant to the March 2025 Financing, permanently removing the potential dilution associated with their future exercise. Based on the current $5.00 conversion floor price for outstanding convertible notes issued pursuant to the March 2025 Financing, the exercise of these Incremental Warrants could have resulted in approximately 45% of potential maximum dilution. Along with the amendment agreement the Company entered into with each March Investor dated as of August 20, 2026, which eliminated the Company’s obligation to issue common warrants and incremental warrants at future March 2025 Financing closings, all common warrants and Incremental Warrants under March 2025 SPA have now been fully cancelled. On a fully diluted basis, the cancellation eliminates approximately 57.48% of the potential dilution associated with the March 2025 Financing, further reducing the Company’s dilution overhang and optimizing its capital structure.

 

Following the second quarter, the two optimization actions taken with respect to the liabilities arising from the March 2025 Financing are expected to directly reduce the approximately $5.794 million in fair-value-measured liabilities disclosed in the Company’s previously reported second-quarter financial results. This reduction represents a meaningful improvement to the Company’s balance sheet and liability profile.

 

“These Incremental Warrant Termination Agreements represent another concrete step in delivering on our commitment to capital value restoration and represents our latest action to reduce the Company’s potential dilution, reducing debt and optimizing our capital structure,” said Jerry Wang, Executive Chairman of FF.

 

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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