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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):
May 22, 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.) |
| 18455 S. Figueroa Street |
|
|
| Gardena, CA |
|
90248 |
| (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 |
| Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share |
|
FFAIW |
|
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 May 22, 2026, the Company held an annual meeting
of stockholders (the “Annual Meeting”). The purpose of the Annual Meeting was described in the Company’s definitive
proxy statement as filed with the Securities and Exchange Commission on April 28, 2026 (the “Definitive Proxy Statement”).
As of April 15, 2026, the record date for
the Annual Meeting (the “Record Date”), there were 303,554,913 shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”), 6,667 shares of Class B common stock, par value $0.0001 per share ( the “Class
B Common Stock” and together with Class A Common Stock, the “Common Stock”), 5,695,515 shares of Series B
preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), 11,502 shares of Series C Convertible
Preferred Stock par value $0.0001 per share (the “Series C Preferred Stock”), with each share of
Series C Preferred Stock having 3,846 votes, and one share of Series A preferred stock, par value $0.0001 per share (the
“Series A Preferred Stock” and collectively with the Common Stock, Series B Preferred Stock and Series C Preferred
Stock, the “Voting Shares”) outstanding and entitled to vote. A total of 130,801,521 shares of Common Stock, Series B
Preferred Stock and Series C Preferred Stock and one share of the Series A Preferred Stock were present at the Annual Meeting, by
virtual attendance or by proxy, which represents approximately 42.29% of the Voting Shares (constituting a quorum), as of the Record
Date.
Set forth below are the final voting results,
based on the certified final report provided by the inspector of elections of the Annual Meeting, for Proposal 1, Proposal 2, Proposal
3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8 and Proposal 9 (collectively, the “Proposals”), each of which
is set forth below and described in detail in the Definitive Proxy Statement.
Proposal 1: Direct Election Proposal
The Company’s stockholders elected each
of the five director nominees, Jiawei Wang, Xiao Jiang, Kevin Chen, Chad Chen and Lev Peker, to hold office until the 2027 annual meeting
of stockholders and until their respective successors have been duly elected and qualified, or until their earlier death, resignation
or removal. The final voting results are as follows:
| | |
Votes For | | |
Votes
Against | | |
Abstentions | | |
Broker
Non-Votes | |
| Jiawei Wang | |
| 69,010,038 | | |
| 2,149,671 | | |
| 193,704 | | |
| 103,682,297 | |
| Xiao Jiang | |
| 68,679,012 | | |
| 2,495,590 | | |
| 178,811 | | |
| 103,682,297 | |
| Chad Chen | |
| 65,269,712 | | |
| 5,858,861 | | |
| 224,840 | | |
| 103,682,297 | |
| Kevin Chen | |
| 68,040,068 | | |
| 3,107,564 | | |
| 205,781 | | |
| 103,682,297 | |
| Lev Peker | |
| 62,949,057 | | |
| 8,190,401 | | |
| 213,955 | | |
| 103,682,297 | |
Proposal 2: Note Purchase Proposal
The Company’s stockholders approved the
issuance of Class A Common Stock to holders of certain promissory notes, in accordance with Nasdaq Listing Rule 5635(d). The final voting
results are as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 67,393,685 |
|
|
3,791,621 |
|
|
|
168,107 |
|
|
|
103,682,297 |
|
Proposal 3: Share Issuance Proposal
The Company’s stockholders approved the
issuance of Class A Common Stock to holders of certain shares of preferred stock and warrants, in accordance with Nasdaq Listing Rule
5635(d). The final voting results are as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 23,132,465 |
|
|
3,813,395 |
|
|
|
170,861 |
|
|
|
103,682,297 |
|
Proposal 4: Incentive Plan Proposal
The Company’s stockholders approved an amendment
to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of Class
A Common Stock available for issuance under the 2021 Plan by an additional 50,492,075 shares. The final voting results are as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 60,488,485 |
|
|
10,706,602 |
|
|
|
158,326 |
|
|
|
103,682,297 |
|
Proposal 5: Share Authorization Proposal
The Company’s stockholders approved an amendment
to the Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to increase the number of authorized
shares of Common Stock by 140,528,448, from 312,285,439 shares to 452,813,887 shares (representing an increase of 45%), and increase the
number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by
10,839,269 shares, from 24,087,265 shares to 34,926,534 shares, so that the total number of authorized shares of Company’s
Common Stock and Preferred Stock will be increased from 336,372,704 shares to 487,740,421 shares. Pursuant to the Charter, the Company
currently has 24,087,265 shares of its Preferred Stock and 312,285,439 shares of Common Stock authorized, including (i) 307,855,751 shares
of Class A Common Stock and (ii) 4,429,688 shares of Class B Common Stock. The final voting results, including 10,000,000,000
votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of Common Stock, are
as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 8,039,712,675 |
|
|
2,008,308,966 |
|
|
|
23,331,772 |
|
|
|
103,682,297 |
|
Proposal 6: Reverse Stock Split Proposal
The Company’s stockholders approved an amendment
to the Charter to effect a reverse stock split of the Common Stock by a ratio of any whole number in the range up to 1-for-150, with such
ratio to be determined in the discretion of the Company’s board of directors (the “Board”) and with such action to be
effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Annual Meeting. The
final voting results, including 10,000,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion
as the votes cast by shares of Common Stock on Proposal 6, are as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 9,586,472,999 |
|
|
492,461,948 |
|
|
|
96,100,763 |
|
|
|
N/A |
|
Proposal 7: Say-on-Pay Proposal
The Company’s stockholders approved the
compensation of the Company’s named executive officers. The final voting results are as follows:
| Votes For |
|
Votes Against |
|
|
Abstentions |
|
|
Broker Non-Votes |
|
| 68,268,057 |
|
|
2,858,365 |
|
|
|
226,991 |
|
|
|
103,682,297 |
|
Proposal 8: Say-on-Frequency Proposal
The Company’s stockholders approved to conduct
stockholder advisory votes on named executive officer compensation for every three years.
| One Yar |
|
Two Years |
|
Three Years |
|
Abstentions |
|
|
Broker Non-Votes |
|
| 11,137,703 |
|
|
403,016 |
|
58,255,995 |
|
|
1,556,699 |
|
|
|
103,682,297 |
|
Proposal 9: Adjournment Proposal
The Company’s stockholders approved the
adjournments of the Annual 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 Annual 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 |
|
| 154,388,837 |
|
|
20,320,356 |
|
|
|
326,517 |
|
|
|
N/A |
|
Item 7.01 Regulation FD Disclosure
On May 22, 2026, the Company issued a press release
with respect to the voting results and the conclusion of the Annual Meeting set forth in Item 5.07 of this Current Report on Form 8-K.
A copy of each 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.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release dated May 22, 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: May 22, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future
Announces Results of Annual Meeting of Stockholders;
Successfully Approved All Proposals Designed to Enhance the Company’s
Financial
Stability and to Accelerate Its EAI Robotics Strategy and Execution
| ● | The Company thanks all stockholders for their support
and for recognizing the company’s strategy, business direction, and the new executive leadership team. |
| ● | As the first U.S company to sell and deliver both
humanoid and bionic robots, approval of the core proposals gives FF necessary tools to unlock value from production ramp-up, support large-scale
deployment across real-world users, and strengthen its first-mover advantage. |
| ● | FF has raised the full-year shipment target from
1,000 to 1,500 units and will launch a new EAI Robotics product in June. Next, it plans to speed up deliveries of EAI robots and deployment
across key areas including education, security, reception, tours, performances, and university research; advance its EAI brain and developer
platform; and expand real-world data value from its EAI data factory, to achieve long-term corporate value growth. |
| ● | The Company has secured a total of $70 million in
financing over the past two months, enough to fully support the Phase 1 (by end of 2026) objective of FF’s EAI robotics strategy
while the financing also demonstrates institutional investors’ confidence in the Company’s prospects. |
| ● | The approved 45% authorized share increase will
support future issuance obligations and the 2026 strategic plan, including the global EAI strategy. |
| ● | The
approved reverse stock split is intended, among other factors, as a contingency measure to mitigate delisting risk and would be implemented
only if the Company deems it necessary to maintain its Nasdaq listing status and the board of directors (the “Board”) determines
it is in the best interests of stockholders. |
LOS ANGELES, CA (May 22, 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 2026 Annual Meeting of Stockholders (the “Annual
Meeting”) held today, May 22nd, at which the Company’s stockholders approved all of the submitted proposals, which
were meant to enhance FF’s financial stability and empower the leadership team to execute its strategic plan aimed at supporting
the Company’s Global EAI Robotics strategic execution and long-term growth.
“We are pleased with the overwhelming support
from our stockholders at today’s Annual Meeting,” said YT Jia, Faraday Future’s Founder and Global CEO. “We believe
that, as owners of our Company, our stockholders see the true value in our newly announced long-term strategy and have provided us the
tools we need to execute our plan and bring forth strong results. The results of this AGM help to validate our vision of becoming a Physical
AI ecosystem company.”
The core proposals that FF Stockholders approved
at the Annual Meeting include:
| 1. | Directors Election Proposal |
The election of five directors: Jerry Wang,
Xiao Jiang, Chad Chen, Kevin Chen, and Lev Peker. These individuals will serve until the 2027 Annual Meeting of Stockholders and until
their respective successors are duly elected and qualified.
Approval of this proposal will help support
the Company’s strategic continuity, strengthen closed-loop oversight from financing through performance, enhance internal and external
trust and cohesion, and improve the effectiveness and efficiency of EAI ecosystem strategy execution. Through governance optimization
measures, the Company is aiming to fulfil its commitment to protecting the interests of its stockholders.
In accordance with Nasdaq Listing Rule
5635(d), the issuance of Class A Common Stock to holders of certain promissory notes.
On April 17, 2026, the Company entered
into a notes purchase agreement (the “NPA”) for an aggregate amount of $45 million with an institutional investor. The redemption
provisions contained in such promissory notes, which provide that such promissory notes are redeemable under certain circumstances in
either cash or shares of common stock following the six-month anniversary of closing, based on the markup price upon such redemption.
The Company believes the structure demonstrates its commitment to protecting existing stockholders while using raised capital to grow
its business.
This approval of the Note Purchase Proposal
will provide the Company with critical capital and support the Company’s Global EAI Strategy execution throughout 2026, driving
business growth and enhancing stockholder value.
For more information on the NPA and the
related financing, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
on April 20, 2026.
| 3. | Share Issuance Proposal |
The issuance of Common Stock to the holder
of certain shares of our preferred stock and warrants, in accordance with Nasdaq Listing Rule 5635(d).
Approval of the Share Issuance Proposal
will help the Company meet its contractual obligations, support future capital raising efforts, and enable mutual reinforcement between
its core EAI business and the digital asset ecosystem.
| 4. | Share Authorization Proposal |
Increase the number of authorized shares of Class A common stock and Class B common stock (collectively, the “Common Stock”)
by 140,528,448 shares, from 312,285,439 shares to 452,813,887 shares, and the number of authorized shares of preferred stock (the
“Preferred Stock”) by 10,839,269 shares, from 24,087,265 shares to 34,926,534 shares. As a result, the total number of
authorized shares of the Company’s Common Stock and Preferred Stock will increase from 336,372,704 shares to 487,740,421 shares.
The Board believes it is desirable for the Company to have a sufficient number of shares of Common Stock available for the satisfaction
of its existing obligations to issue shares of Common Stock and possible future financings or acquisition transactions, stock dividends
or splits, stock issuances pursuant to employee benefit plans and other proper corporate purposes.
| 5. | Reverse Stock Split Proposal |
Approval to effect a reverse stock split
of the issued and outstanding shares of Common Stock by a ratio of up to 1-for-150 (the “Reverse Stock Split”), at the specific
ratio to be determined in the discretion of the Board and with such action to be effected at such time and date, if at all, as determined
by the Board within one year after the conclusion of the Annual Meeting.
The Company remains committed to organically
enhancing its value and maintaining its listing status through business development. The Company reiterates that it will reverse split
its shares only if necessary to maintain its Nasdaq listing status.
Though approved, the Board will implement
the Reverse Stock Split if and when the Board determines that the Reverse Stock Split is in the best interest of the Company’s stockholders,
which may include reference to the following principles: (i) the closing price of the Company’s common stock is at a level that
could trigger a Nasdaq delisting risk due to trading below $0.10; or (ii) sufficiently in advance of the expiration of the applicable
Nasdaq 180-day compliance period to allow a reasonable implementation period, the Company’s common stock has not regained compliance
with the $1.00 minimum bid price requirement, and delisting risk exists. However, the Board is not required to strictly apply the foregoing
standards and shall retain full discretion in making its determination.
| 6. | Incentive Plan Proposal |
The Company’s amendment to the Faraday
Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) in order to increase the
number of shares of Class A common stock available for issuance under the 2021 Plan by an additional 50,492,075 shares.
Approval of the Incentive Plan Proposal
will allow the Company to continue offering long-term equity incentives as an alternative to cash compensation to help attract, retain
and incentivize key talent in support of the execution of our EAI strategy.
Meeting Details
The Annual Meeting occurred on May 22, 2026, at 9:00
a.m. Pacific Time. More details about the results can be found here: https://investors.ff.com/
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 future deliveries, 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: demand for our robotics products; competition in the robotics industry, which includes companies with
far superior experience, funding and name recognition; our reliance on a single OEM for most of our robotics products; our 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; the ability of the Company to adequately insure its robotics products; tariff uncertainty for imported
products, particularly from China; the ability of the U.S. Department of Commerce to review, condition, or prohibit robotics-related transactions
with a China OEM; demand from automobile dealers for robotics products; the Company’s ability to maintain its listing on Nasdaq;
the Company’s ability to timely regain compliance with Nasdaq’s minimum bid requirement; the possibility of the Company’s
common stock being suspended from trading on Nasdaq if its closing price is $0.10 or less for 10 consecutive trading days; the availability
of sufficient share capital to execute on its strategy, which the Company currently lacks; the agreement of stockholders to substantially
increase the Company’s share capital, which could result in substantial additional dilution; 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 will be substantial;
the Company’s ability to secure an occupancy certificate for its Hanford facility; 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; 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 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 robots and the timing of these
development programs; the Company’s estimates of the size of the markets for its vehicles and robots 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 cover future
warranty claims; 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-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026; and other documents
filed by the Company from time to time with the SEC.
No Offer or Solicitation of Securities
This communication shall not constitute an offer
to sell or a solicitation of an offer to buy any securities of FF, nor shall there be any sale of securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
CONTACTS:
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@ff.com
Media: john.schilling@ff.com
