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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 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. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2025 (the “Original
Report”), on March 21, 2025, Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State of
Delaware (the “Company”) entered into a Securities Purchase Agreement (the “March SPA”) with certain investors
party thereto (collectively, the “Investors”), pursuant to which the Company agreed to sell, and the Investors agreed to
purchase, in four closings, for an aggregate purchase price of $41 million, of which approximately $39.5 million would be paid in cash
and approximately $1.5 million would be converted from a previous loan to the Company, (i) certain senior unsecured convertible
notes (the “Unsecured Notes”), (ii) common stock purchase warrants (the “Common Warrants”) to purchase shares
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), (iii) shares of Series B Preferred
Stock, par value $0.0001 per share (the “Series B Preferred Stock”); and (iv) incremental note purchase warrants (the “Incremental
Warrants”), exercisable for (A) Unsecured Notes, (B) Common Warrants and (C) shares of Series B Preferred Stock. The Original Report
is incorporated herein by reference. Capitalized terms not defined herein shall have the meaning set forth in the Original Report. The
First Closing occurred on April 4, 2025, the Second Closing occurred on May 28, 2025, the Third Closing occurred on July 11, 2025 (each,
a “Completed Closing” and, collectively, the “Completed Closings”) and the Fourth Closing has yet to occur.
On August 20, 2026 (the “Signing Date”), the Company and
the Investors entered an Amendment Agreement (the “Amendment Agreement”) to amend (i) the March SPA to split the Fourth Closing
into two separate closings, with the form of Unsecured Notes to be issued therein amended; (ii) the March SPA to eliminate the Company’s
obligation to issue, and the Investors’ right to receive, Common Warrants and Incremental Warrants at the remaining closings; (iii)
the preamble of the outstanding Incremental Warrants issued by the Company to the Investors at each Completed Closing, to eliminate the
Company’s obligation to issue, and such Investors’ right to receive, Common Warrants upon exercise of such Incremental Warrants;
and (iv) the Commitment Annex to reallocate a portion of the remaining Note Commitment Amount for one Investor to another.
The
terms of the amended and restated Unsecured Notes (the “A&R Notes”) remain substantially similar to the form of Unsecured
Notes filed as Exhibit 4.3 to the Original Report, except that the conversion price will only be adjusted upon (i) the final closing,
to 100% of the Closing Bid Price (as defined in the A&R Notes) on the trading day immediately prior to the final closing; (ii) the
receipt of Stockholder Approval (as defined in the A&R Purchase Agreement), to 100% of the Closing Bid Price on the trading day immediately
prior to the receipt of Stockholder Approval; and (iii) the effectiveness date of the Registration Statement (as defined in the A&R
Notes), to 100% of the Closing Bid Price on the trading day immediately prior to the effectiveness date of the Registration Statement.
The
foregoing summary of the Amendment Agreement and A&R Notes do not purport to be complete and is subject to, and are qualified in
its entirety by, the full text of the Amendment Agreement, which is filed as Exhibit 10.1 and Exhibit 4.1 to this Current Report on Form
8-K and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Amended and Restated Unsecured Note |
| 10.1 |
|
Form of Amendment
Agreement. |
| 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 21, 2026 |
By: |
/s/
Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
