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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 12, 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 Ave. |
|
|
| 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
5.07 Submission of Matters to a Vote of Security Holders.
On
August 12, 2026, the Company held a special meeting of stockholders (the “Special Meeting”). The purpose of the Special Meeting
was described in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on July 13, 2026
(the “Definitive Proxy Statement”).
As
of June 17, 2026, the record date for the Special Meeting (the “Record Date”), 351,244,672 shares were entitled to vote
(collectively, the “Voting Shares”), consisting of 346,161,912 shares of FFAI Class A Common Stock, par value $0.0001 per
share (the “Class A Common Stock”); 6,667 shares of FFAI Class B Common Stock, par value $0.0001 per share (the “Class
B Common Stock” and, together with the Class A Common Stock, “Common Stock”); 5,071,258 shares of FFAI Series B Preferred
Stock, par value $0.0001 per share (the “Series B Preferred Stock”); and 11,502 shares of FFAI Series C Convertible Preferred
Stock, par value $0.0001 per share (the “Series C Convertible Preferred Stock”, and, collectively with Series B Preferred
Stock, the “Preferred Stock”). A total of 169,598,130 shares of Common Stock, 4,785,649 shares of Series B Preferred Stock,
and 11,502 shares of the Series C Convertible Preferred Stock were present at the Special Meeting, by virtual attendance or by proxy,
constituting a quorum.
Set
forth below are the final voting results, based on the certified final report provided by the inspector of elections of the Special Meeting,
for Proposal 1, Proposal 2, and Proposal 3 (collectively, the “Proposals”), each of which is set forth below and described
in detail in the Definitive Proxy Statement.
Proposal
1: Private Placement Proposal
The
Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of senior convertible
promissory notes (the “Notes”) to investors in a private placement offering in an aggregate principal amount of $25 million,
pursuant to the terms of that certain Securities Purchase Agreement, dated as of May 15, 2026 (the “Closing Date”), by and
among the Company and investors named therein (each an “Investor”), the conversion of which and issuance into the Company’s
Class A Common Stock would be equal to 20% or more of the Class A Common Stock outstanding immediately prior to the issuance of such
shares. Pursuant to the Purchase Agreement, the Company has agreed to file a registration statement (the “Registration Statement”)
with the Securities and Exchange Commission (the “Commission”) within 45 calendar days of the Closing Date to register for
resale 200% of the shares of Class A Common Stock issuable pursuant to the Notes, and seek effectiveness within 105 days following the
Closing Date, and keep such Registration Statement effective at all times until no Investor owns any Notes or shares of Class A Common
Stock issuable upon conversion or exercise thereof. The final voting results are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 104,320,304 |
|
2,322,259 |
|
230,709 |
|
111,747,199 |
Proposal
2: Name Change Proposal
The
Company’s stockholders did not approve an amendment to the Company’s Charter to change the Company’s name from Faraday
Future Intelligent Electric Inc. to Faraday Future Physical AI Ecosystem Inc. as the total number of shares voting for such proposal
was less than a majority of the voting power of the outstanding shares of FFAI Common Stock and FFAI Preferred Stock, voting together
as a single class. The final voting results are as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 145,312,739 |
|
71,277,813 |
|
2,029,919 |
|
N/A |
Proposal
3: Adjournment Proposal
The
Company’s stockholders approved the adjournments of the Special Meeting by the Company from time to time to permit further solicitation
of proxies, if necessary or appropriate, if sufficient votes are not represented at the Special Meeting to approve one or more Proposals
at the time of such adjournment or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate,
by the following vote:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 211,950,795 |
|
5,981,908 |
|
687,768 |
|
N/A |
Item
8.01 Other Events.
On
August 12, 2026, the Company issued a press release with respect to the voting results of the Special Meeting set forth in Item 5.07
of this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in this Item 8.01 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 |
| 99.1 |
|
Press release dated August 12, 2026. |
| 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: August 13, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future Holds Special Meeting of Stockholders,
Securing Approvals on a Number of Proposals to Support Continued EAI Robotics Development and Deliveries in 2026
| ● | Approval of the Private Placement Proposal will help the Company further its EAI Robotics goals in 2026, meet its contractual obligations,
support future capital raising efforts, and enable mutual reinforcement between its core EAI business and the digital asset ecosystem. |
| ● | The Company is scheduled to report its second quarter 2026 financial results after market close on Thursday, August 13, 2026, and
will hold an earnings call at 4:00 p.m. where additional business updates will be communicated. |
Los Angeles, CA (August 12, 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 the results of its Special Meeting of Stockholders held on August 12, 2026.
At the Special Meeting, stockholders approved the Private Placement
Proposal - in accordance with Nasdaq Listing Rule 5635(d), the issuance of Common Stock to holders of certain convertible notes. The Private
Placement Proposal relates to the Company’s previously announced $25 million May 2026 financing. That financing formed part of the approx.
$70 million in aggregate financing secured by the Company over the prior two months, which was intended to support Phase 1 of FF’s EAI
robotics strategy. The financing also demonstrates institutional investors’ confidence in the Company’s business prospects moving forward.
FF continues to make strides on the product front, having completed
the full-form EAI robot matrix across six series and three key form factors: humanoid, quadruped, and mobile manipulation. This executes
FF’s “One Brain, Multiple Forms” vision, allowing a unified AI Brain to power diverse use cases—from industrial
applications and security inspection to hospitality, entertainment, and education—via customized bodies, Agents, and Skills.
On the commercial front, the Company has progressed from product launches
to active revenue generation, delivery, and scenario validation across hotels, catering, short-term rentals, and auto dealerships
FF’s EAI Robotics business continues to make strong momentum,
achieving sales and shipments of 152 units for the month of July, setting another monthly record and securing a strong first-month win
for the Q3 Robotics Practical Deployment Campaign under FF’s “Four-Core Full-Stack AI” ecosystem strategy. As of the
end of July, cumulative sales and shipments reached 394 units for the year, as FF continued making steady progress toward its full-year
shipment target of 2,000 units.
FF’s four industry ecosystems and productivity solutions—across
education, industrial applications, security and inspection, and other existing markets—are rapidly taking shape, building sustained
momentum for the continued ramp-up of sales and deliveries.
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 Three-in-One ecosystem of “Device, Data, EAI Brain & Open-Source and Open Platform,” 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 entry into the embodied AI
robotics market and robotics deliveries and development, potential financings and negotiations with existing convertible noteholders,
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 noteholders 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 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
###
