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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):
July 23, 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 3.03 Material Modifications to Rights
of Security Holders.
On July 23, 2026, Faraday Future Intelligent Electric
Inc. (the “Company”) filed a twelfth amendment (the “Certificate of Amendment”) to the Company’s Third Amended
and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware
to effect a reverse stock split at a ratio of 1:150 (the “Reverse Stock Split”). The Certificate of Amendment was authorized
by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on May 22, 2026.
Pursuant to the Certificate of Amendment, effective
as of 12:01 a.m., Eastern Time, on July 24, 2026 (the “Effective Time”), every 150 shares of the issued and outstanding shares
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) and 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”)
were automatically converted into one share of Common Stock, without any change in par value per share, and the number of authorized shares
of Common Stock remained unchanged.
At the Effective Time, the number of shares of
Common Stock reserved for issuance under the Company’s Amended and Restated 2021 Stock Incentive Plan, the Company’s Smart
King Ltd. Equity Incentive Plan, and the Company’s Smart King Ltd. Special Talent Incentive Plan (collectively, the “Plans”),
as well as the number of shares subject to the then-outstanding awards under each of the Plans, were proportionately adjusted, using the
1-for-150 ratio, rounded up to the nearest whole share. In addition, the exercise price of the then-outstanding options under each of
the Plans was proportionately adjusted, using the 1-for-150 ratio, rounded up to the nearest whole cent. Proportionate adjustments were
made to the number of shares of Common Stock issuable upon exercise or conversion of the Company’s outstanding warrants and convertible
securities, as well as the applicable exercise or conversion prices.
Proportionate adjustments were also made to the
Company’s outstanding Series C Convertible Preferred Stock and Series B Preferred Stock.
The Company’s Class A Common Stock began
trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of trading on July 24, 2026. The Class A Common Stock continues
trading on the Nasdaq Capital Market under the symbol “FFAI” with a new CUSIP number (307359 869).
No fractional shares of Common Stock were issued
as a result of the Reverse Stock Split. Stockholders who would otherwise receive a fractional share were instead issued a full share in
lieu of such fractional share. The Reverse Stock Split affected all record holders of the Common Stock uniformly and did not affect any
record holder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional
shares. Holders of Common Stock who hold in “street name” in their brokerage accounts do not have to take any action as a
result of the Reverse Stock Split. Their accounts will be automatically adjusted to reflect the number of shares owned. Stockholders of
record will be receiving information from Continental Stock Transfer & Trust Company regarding their stock ownership following the
Reverse Stock Split.
The foregoing description of the Certificate of
Amendment is a summary and is qualified in its entirety by the terms of the Certificate of Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The disclosure set forth under Item 3.03 above
is incorporated herein by reference.
Item 8.01 Other Events.
On July 21, 2026, the Company issued two press
releases announcing the Reverse Stock Split. A copy of each press release is attached hereto as Exhibit 99.1 and 99.2, respectively, and
incorporated in this Item 8.01 by reference.
The information in this Item 8.01 and Exhibit
99.1 and Exhibit 99.2 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a 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 |
| 3.1 |
|
Twelfth Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc. |
| 99.1 |
|
Press Release, dated July 21, 2026. |
| 99.2 |
|
Press Release, dated July 21, 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: July 24, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future (NASDAQ:FFAI) Announces 1-for-150
Reverse Stock Split Effective at the Open of Trading on July 24, 2026
Los Angeles, CA (July 21, 2026) -- Faraday
Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based
global Embodied AI (EAI) ecosystem company, announced today that it will effect a 1-for-150 reverse split of its Class A common stock
(the “Class A Common Stock”) and Class B common stock, each with par value of $0.0001 per share. Commencing with the opening
of trading on the Nasdaq Capital Market on July 24, 2026, the Company’s Class A Common Stock will trade on a post-split basis under
the same symbol, FFAI. The reverse stock split was approved by the Company’s stockholders at the annual meeting of stockholders
held on May 22, 2026, with the final ratio determined by the Company’s board of directors.
As a result of the reverse stock split, the CUSIP
number for the Company’s Class A Common Stock will now be 307359869. As a result of the reverse stock split, every 150 shares of
issued and outstanding Class A Common Stock will be exchanged for one share of Class A Common Stock, with any fractional shares being
rounded up to the nearest whole share. Prior to the reverse stock split, the Company will have approximately 384,527,828 shares of Class
A Common Stock outstanding, and immediately after the reverse stock split becomes effective, the Company will have approximately 2,563,519
shares of Class A Common Stock issued and outstanding.
Adjustments will also be made to the Company’s
outstanding warrants, Series C Convertible Preferred Stock, Series B Preferred Stock and stock options. The number of shares into which
these securities are convertible or exercisable will be adjusted in line with the reverse split, as will the exercise prices of these
securities.
The reverse stock split is primarily intended
to bring the Company into compliance with Nasdaq’s minimum bid price requirement.
Additional information concerning the reverse
stock split can be found in FF’s definitive proxy statement filed with the Securities and Exchange Commission on April
28, 2026.
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. 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
Exhibit 99.2
Faraday Future Announces Reverse Stock Split to Preserve Nasdaq
Listing and Drive Strategic Breakthroughs in Pursuit of Long-Term Stockholder Value
| ● | This reverse stock is being implemented after careful evaluation, as a proactive
risk management measure, intended to avoid the risk of Nasdaq delisting that could be triggered if the Company’s closing bid price
is at or below $0.10 for 10 consecutive trading days, establish a sustainable compliance buffer, systematically improve the Company’s
capital structure, and enhance the attractiveness of the Company’s common stock to investors. |
| ● | The Company intends to continue to strengthen its business fundamentals,
advance product deliveries, and create long-term value. The Company believes that any short-term price volatility resulting from the reverse
stock split will not affect its intrinsic value. |
| ● | As the first U.S. company to deliver both humanoid and bionic EAI robots,
FF has surpassed 250 units in cumulative sales, shipments, and deliveries since the end of February 2026 and is accelerating its “Four-Core
Full-Stack AI” ecosystem flywheel—integrating the EAI Brain, EAI Devices, Industry Productivity Solutions and Developer Platform,
and EAI Data Factory—to drive scalable growth, recurring revenue, and sustainable long-term value for stockholders. |
Los Angeles, CA (July 21, 2026) -- Faraday Future Intelligent
Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global
Embodied AI (EAI) ecosystem company, announced today that it will effect a 1-for-150 reverse split of its Class A common stock (the “Class
A Common Stock”) and Class B common stock, each with par value of $0.0001 per share. Commencing with the opening of trading on the
Nasdaq Capital Market on July 24, 2026, the Company’s Class A Common Stock will trade on a post-split basis under the same symbol,
FFAI. The reverse stock split was approved by the Company’s stockholders at the annual meeting of stockholders held on May 22, 2026,
with the final ratio determined by the Company’s board of directors.
Additional information concerning the reverse stock split can be found
in FF’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026.
The reverse stock split is a proactive risk management measure adopted
by the Board of Directors after careful evaluation, with the following objectives:
1. Preserve the Company’s Nasdaq Listing
The Company believes that maintaining
its Nasdaq listing and the continued trading of its Class A Common Stock on the Nasdaq Capital Market is of material importance to both
the Company and its stockholders. Under Nasdaq Listing Rules, however, if the closing bid price of the Company’s Class A Common Stock
falls to $0.10 or below for ten consecutive trading days, the Company would become subject to immediate delisting proceedings, and trading
in its securities could be suspended. Given that the current trading price has approached this critical threshold, the Company’s
board of directors believes it is imprudent to adopt a passive, wait-and-see approach in the face of such foreseeable and material risk.
Implementing the reverse stock split at this time is designed to safeguard the Company’s Nasdaq listing, preserve liquidity and access
to capital, and protect the long-term interests of all stockholders. Management is of the view that avoiding delisting risk represents
the most responsible course of action for the Company’s stockholders.
2. Establish a Sustainable Compliance Buffer
and Systematically Improve the Capital Structure
Through this 1-for-150 reverse stock split, the Company seeks to establish a meaningful
and more durable compliance cushion. This, in turn, will allow the Company to focus on broader and more sustained capital-structure management.
3. Enhance Attractiveness to Investors
The
Company views the reverse stock split as a corrective measure, which, together with continued operational improvement, is expected to
bring the per share trading price of the Class A Common Stock to a level that reduces or eliminates investment and trading restrictions
imposed by certain institutional investors, professional funds, and trading platforms that generally avoid low-priced securities. This
expanded investor accessibility is expected to broaden the Company’s potential stockholder base, improve its stockholder composition,
and create more favorable conditions for institutional investor engagement and future capital markets activities.
Authorized Shares
The reverse split does
not change the total number of authorized shares of the Company’s capital stock. Maintaining an adequate pool of authorized but unissued
shares provides the Company with necessary flexibility to meet contractual obligations and to pursue future financing, strategic investments,
industry partnerships, merger and acquisition transactions, and other corporate purposes without the risk of delays, increased costs,
or missed opportunities that could result from an insufficient number of available authorized shares. It also positions the Company to
attract long-term strategic investors when appropriate. However, it does not imply that the Company intends to issue such shares immediately.
It should be noted that the number of authorized shares represents
the maximum number of shares that the Company is permitted to issue, not the number of issued and outstanding shares. In any future issuance,
the Company plans to continue to adhere to a prudent approach—issuing shares only as necessary for strategic growth, and carefully
balancing capital needs against dilution. In addition, any material issuance of shares will be conducted in compliance with applicable
laws and regulations, and will be subject to all necessary approval procedures, including, where required, stockholders’ approval
at a duly called meeting. Concurrently, the Company continues to optimize its cash flow structure by expanding sales, improving per unit
gross margins, and tightly controlling costs—gradually increasing the contribution of operating cash flow and reducing the Company’s
strategic reliance on external financing and share issuance.
Next Steps on Business
Now that the overhang
of Nasdaq minimum-price non-compliance risk has been addressed, management intends to remain focused on improving the Company’s business
fundamentals.
Looking ahead, the Company believes that long-term value growth will
increasingly be driven by its business operating capabilities and strategic execution. As the global EAI industry accelerates, robotics
has become one of the most closely watched AI sectors in the capital markets. FFAI, the first U.S. company to deliver both humanoid and
bionic EAI robots, has surpassed 250 units in cumulative sales, shipments, and deliveries to date and continues to ramp up its delivery
scale.
Beyond robot device deliveries, the Company is accelerating the buildout
of its “Four-Core Full-Stack AI” ecosystem flywheel, comprising the EAI Brain, EAI Devices, Industry Productivity Solutions
and Developer Platform, and EAI Data Factory. As deployments scale, real-world multimodal data will continue to accumulate and feed back
into the evolution of the EAI Brain and EAI Devices, creating a positive loop of “device deployment–data accumulation–Brain
evolution–solution upgrades–further deployment.” This will enable FF to create sustained value across education, industrial
applications, security and inspection, and other industry use cases.
At the same time, the Company is advancing the development of its self-developed
EAI Brain in the U.S., while expanding industry partnerships and the developer ecosystem. These efforts are designed to evolve the business
model from one-time product sales toward platform-based, ecosystem-driven, and recurring revenue streams. As the robotics business scales,
data value is unlocked, and platform capabilities mature, the Company expects to further strengthen its long-term competitiveness and
create sustainable long-term value for stockholders.
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 the development and commercialization
of EREVs and AIHER systems, and integrating existing third-party range extender technology into the Faraday X concept vehicles, 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 secure the necessary funding to execute on its AI, EREV and Faraday X (FX) strategies, each
of which will be substantial; the Company’s ability to design and develop EREV and AIHER technologies; the Company’s ability
to design and develop AI-based solutions; competition in the AI, EREV and AIHER areas, where actual or potential competitors have or are
likely to have substantial advantages relative to the Company, including but not limited to experience, expertise, funding, infrastructure
and personnel; the ability of the Company to execute across multiple concurrent strategies, including the UAE, bridge strategy, or FX,
EREV, AIHER, AI, and US geographic expansion; the Company’s ability to secure necessary agreements to license third-party range extender
technology and/or license or produce FX vehicles in the U.S., the Middle East, or elsewhere, none of which have been secured; the Company’s
ability to homologate FX vehicles for sale in the U.S., the Middle East, or elsewhere, the Company’s ability to timely regain compliance
with Nasdaq’s minimum bid requirement; the Company’s common stock will be suspended from trading on Nasdaq if its closing
price is $0.10 or less for 10 consecutive trading days; 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, 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
willingness of convertible debt investors to fund the Company while it lacks sufficient share capital for conversions; 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 Company’s reliance on a single OEM for most of its 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.
Investor Relations (English): ir@ff.com
Investors (Chinese): cn-ir@ff.com
Media: john.schilling@ff.com
