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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):
September 15, 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 September 15, 2026, the Company and an institutional investor (the
“Investor”) entered into an amendment (the “Note Amendment”) to a senior convertible note in the original principal
amount of $10 million (the “Investor Note”) issued by the Company to the Investor pursuant to a securities purchase agreement
by and among the Company, the Investor, and certain other institutional investors, dated as of May 15, 2026 (the “May SPA”).
In connection with the Note Amendment, the Company, the Investor and
East West Bank also entered into an amendment (the “DACA Amendment” and together with the Note Amendment, the “Investor
Amendments”) to the existing Deposit Account Control Agreement under which the Company’s obligations under the May SPA and
Investor Note are secured (the “Investor DACA”).
Pursuant to the Investor Amendments, the Investor Note and Investor
DACA shall be amended to (i) permit the prepayment of any portion of the Outstanding Principal Value and Interest (as defined in the Investor
Note) and (ii) establish a flexible repayment schedule under the Investor Note.
The foregoing summary of the Investor Amendments does not purport to
be complete and is subject to, and is qualified in its entirety by, the full text of each of the Investor Amendments, which are filed
as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Current Reports on Form
8-K describing the May SPA and the transactions contemplated thereby, were filed by the Company with Securities and Exchange Commission
on May 18, 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 18, 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*† |
|
Amendment No. 1 to Convertible Note |
| 10.2 *† |
|
Amendment No. 1 to Deposit Account Control Agreement |
| 99.1 |
|
Press Release dated September 18, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † |
Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-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: September 18, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future Enters into Amendments with
Existing Investor to Reduce $5
Million Outstanding Convertible Notes Obligations
| |
● |
The remaining balance on such note shall be exchanged into a
non-convertible debt obligation, repayable in cash within six months, to further reduce shareholder dilution by approximately 25.16%,
as calculated at $5.00 per share conversion floor price. |
| |
|
|
| |
● |
The Company continues to take steps to support its robotics strategy,
and these amendments represent FF’s latest action to clear the overhang of potential dilution while optimizing the Company’s
capital structure. |
Los Angeles, CA (Sept. 18, 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 amendments to the convertible
note issued by the Company to an existing investor (“Investor”) and the Deposit Account Control Agreement with the Investor
and East West Bank under the May 2026 Financing (the “Amendments”). Under the Amendments, FF will return the $5.0 million
of restricted cash currently held in the DACA account, resulting in a corresponding reduction in the Company’s outstanding notes
obligations.
Following the $5.0 million repayment, the outstanding
balance (including applicable premium and make-whole interest), will be reduced from approximately $10.88 million to approximately $5.88
million. The company will fully repay the remaining $5.88 million within six months in cash.
This action marks a further step forward in
the Company’s debt-reduction, dilution and capital-structure optimization. Additional details regarding the Amendments are set
forth in the Company’s Form 8-K filed with the SEC on Sept. 18, 2026.
“These Amendments will reduce the potential
equity dilution, help optimize the Company’s capital structure, and better protect shareholder value, further delivering on our
commitment to capital value restoration,” 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
