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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): November 4, 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.
Purchase
Agreement
On
November 4, 2026, Faraday Future Intelligent Electric Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase
Agreement”) with Jiawei Wang (the “Purchaser”), the Executive Chairman of the Company, pursuant to which the Company
agreed to issue and sell one (1) share of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share
(the “Series A Preferred Stock”), to the Purchaser for a purchase price of $100.00. The closing of the sale and purchase
of the share of Series A Preferred Stock was completed on November 4, 2026.
Additional
information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock is set forth under
Item 5.03 of this Current Report on Form 8-K.
Pursuant
to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred Stock on the Reverse
Stock Split Proposal (defined below) in the same proportion as shares of Class A common stock, par value $0.0001 per share, of the Company
(the “Class A Common Stock”) and shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”
and, together with the Class A Common Stock, the “Common Stock”) are voted (excluding any shares of Common Stock that are
not voted, whether due to abstentions, broker non-votes or otherwise) on the Reverse Stock Split Proposal; provided, that unless and
until at least one-third (1/3rd) of the outstanding shares of Common Stock, shares of Series B Preferred Stock (as defined below), and
shares of Series C Convertible Preferred Stock (as defined below), on the record date established for the meeting of stockholders at
which the Reverse Stock Split Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will
not vote the share of Series A Preferred Stock on the Reverse Stock Split Proposal. The “Reverse Stock Split Proposal” means
any proposal approved by the Board and submitted to the stockholders of the Company to adopt an amendment, or a series of alternate amendments,
to the Company’s Third Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to combine the
outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance
with the terms of such amendment or series of alternate amendments, and to reduce the number of outstanding shares of Common Stock.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Purchaser is
an “accredited investor” and the offer and sale of the share of Series A Preferred Stock was exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
3.03 Material Modification to Rights of Security Holders.
The
disclosure included in Item 5.03 related to the Series A Certificate of Designation (as defined below) is incorporated into this Item
3.03 by reference. Prior to the issuance of the Series A Preferred Stock, stockholder approval of the Reverse Stock Split Proposal required
the affirmative approval of a majority of the voting power of the outstanding shares of Common Stock, shares of the Company’s Series
B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), and shares of the Company’s Series
C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Convertible Preferred Stock”). Following the issuance
of the Series A Preferred Stock, stockholder approval of the Reverse Stock Split Proposal requires affirmative approval from a majority
of the voting power of the shares of Common Stock, Series B Preferred Stock, Series C Convertible Preferred Stock and the share of Series
A Preferred Stock, voting together as a single class. The Purchaser will cast the votes represented by the share of Series A Preferred
Stock on the Reverse Stock Split Proposal in a manner that mirrors the votes cast by holders of Common Stock on the Reverse Stock Split
Proposal. Prior to the issuance of the share of Series A Preferred Stock, abstentions and any other non-votes would have had the same
effect as a vote against the Reverse Stock Split Proposal. Following the issuance of the share of Series A Preferred Stock, abstentions
and any other non-votes on the Reverse Stock Split Proposal will still technically have the same effect as a vote against such proposal,
but because the share of Series A Preferred Stock has a high number of votes and will vote in a manner that mirrors votes actually cast
by the holders of Common Stock (which does not include abstentions or any other non-votes), abstentions and any other non-votes will
have no effect on the manner in which the Series A Preferred Stock votes are cast.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate
of Designation of Preferences Designating the Series A Preferred Stock
On
November 4, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the
“Series A Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series A Certificate of
Designation designates one (1) share of the Company’s preferred stock as Series A Preferred Stock, and establishes and designates
the preferences, rights and limitations thereof. The Series A Certificate of Designation became effective upon filing. Pursuant to the
Series A Certificate of Designation:
Convertibility.
The share of Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other
securities of the Company.
Dividends.
The share of Series A Preferred Stock shall not be entitled to receive dividends.
Voting.
The share of Series A Preferred Stock will have 500,000,000 votes, but has the right to vote only on the Reverse Stock Split Proposal
and until such time as the Reverse Stock Split Proposal is approved by the stockholders, and will have no voting rights except (i) with
respect to the Reverse Stock Split Proposal in which its votes are cast for and against the Reverse Stock Split Proposal in the same
proportion as shares of Common Stock are voted for and against the Reverse Stock Split Proposal (without regard to any shares of Common
Stock that are not voted, whether due to abstentions, or otherwise not counted as votes for or against the Reverse Stock Split Proposal)
and (ii) unless the holders of one-third (1/3rd) of the outstanding shares of Common Stock as of the record date to be set by the Company’s
Board of Directors (the “Board”) are present, in person or by proxy, at the meeting of stockholders at which the Reverse
Stock Split Proposal is submitted for stockholder approval (or any adjournment thereof). The share of Series A Preferred Stock will vote
together with the Common Stock as a single class on the Reverse Stock Split Proposal. The Series A Preferred Stock has no other voting
rights, except as may be required by the General Corporation Law of the State of Delaware.
Rank;
Liquidation. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company,
whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed
to the stockholders, the holder of Series A Preferred Stock will be entitled to receive, before any payment is made to the holders of
Common Stock by reason of their ownership thereof, an amount equal to $100.00.
Transfer
Restrictions. The Series A Preferred Stock may not be transferred at any time prior to stockholder approval of the Reverse Stock
Split Proposal without the prior written consent of the Board.
Redemption.
The outstanding share of Series A Preferred Stock will be redeemed in whole, but not in part, for a redemption price of $100.00, payable
out of funds lawfully available therefor, upon the earlier of (i) any time such redemption is ordered by the Company’s Board in
its sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion, or (ii) automatically
immediately following the approval by the stockholders of the Company of Reverse Stock Split Proposal.
The
foregoing summary of the Series A Certificate of Designation does not purport to be complete and is subject to, and is qualified in its
entirety by, the full text of the Series A Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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 |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, dated November 4, 2026 (included as Exhibit A to the Exhibit 10.1) |
| 10.1 |
|
Purchase Agreement dated November 4, 2026, by and between the Company and Jiawei Wang. |
| 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: November 6, 2026 |
By: |
/s/
Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
