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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): April 10, 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 |
| 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
1.01 Entry into a Material Definitive Agreement.
Loan
Agreement
On
April 10, 2026, Faraday Future Intelligent Electric Inc. (the “Company”) entered into a loan agreement (the “Loan Agreement”)
an accredited investor (the “Investor”), pursuant to which, the Company borrowed, and the Investor lent the Company an aggregate
of $2,000,000 with the interest accruing at a rate of 10% per annum (the “Loan Amount”). The Loan Amount on the day that
is immediately prior to the 1 year anniversary of the date on which the Loan Amount was paid to the Company. The Loan Agreement also
provides the Investor the right to convert all or part of its Loan Amount into the Subscription Amount (as defined below) pursuant to
the Purchase Agreement (as defined below).
The
foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and is qualified in their entirety by, the
full text of the form of the Loan Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein
by reference.
Amended
and Restated Securities Purchase Agreement
As
previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2026 (the “Original
Report”), on February 4, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with the Investor, pursuant to which the Company agreed to sell, and the Investor agreed to purchase, $10 million (the “Subscription
Amount”) of Class A common stock, par value $0.0001 per share of the Company (the “Class A Common Stock”) at a per
share price equal to 100% of the closing price of Class A Common Stock (such per share price, the “Initial Price”) immediately
prior to the closing date (the “Closing Date”). Pursuant to the Purchase Agreement, the Company agreed to issue certain True-Up
Shares to the Investor in the event of a Dilutive Issuance (a “True-Up Issuance”). The Original Report is incorporated herein
by reference. Capitalized terms not defined herein shall have the meaning set forth in the Original Report.
On
April 14, 2026 (the “Signing Date”), the Company and the Investor entered into an Amended and Restated Securities Purchase
Agreement (the “A&R Purchase Agreement”, and collectively with Purchase Agreement, the “SPA”). Pursuant to
the SPA, the Subscription Amount was increased to $12 million, $500,000 of which will be used to purchase shares of Class A Common Stock
(the “Common Shares”) and $11.5 million of which will be used to be purchase a to-be-designated series of the Company’s
convertible preferred stock, par value $0.0001 per share (the “Convertible Preferred Stock”, and together with the Common
Shares, the “Subject Shares”). The Initial Price was revised to $0.26, which is 100% of the average closing price of the
Company’s Class A Common Stock on Nasdaq for the ten (10) Trading Day period immediately prior to the Signing Date (the “Amended
Price”). In addition, the Company’s obligation to issue, and the Investor’s right to receive, True-Up Shares was eliminated
in its entirety, in consideration of which, the Company agreed to issue at the closing of the transaction contemplated by the SPA a common
stock purchase warrant (the “Warrant” and collectively with the Subject Shares, the “Securities”), exercisable
for an aggregate of 1,000,000 shares of Class A Common Stock.
Warrant
The
Warrant will have a term of four years from the Closing Date and is exercisable immediately after completion of delivery of the 500th
FX Super One vehicle to customers by the Company, at an exercise price of $1.50 per share.
Exercise
Limitations
The
Investor will not have the right to exercise any portion of the Warrant to the extent that, after giving effect to such exercise, the
Investor (together with certain related parties) would beneficially own in excess of 9.99% of total number of shares of Common Stock
outstanding immediately after giving effect to such exercise.
At
any time before the Company obtains stockholder approval in connection with the transaction contemplated under the SPA, or the financial
viability exception pursuant to Nasdaq Rule 5635(d) for the issuance of the Securities under the SPA, then the Company may not issue
upon exercise of this Warrant a number of shares of Class A Common Stock (the “Warrant Shares”), which, when aggregated with
the Subject Shares issued pursuant to the SPA, and the Conversion Shares (as defined below) issued upon conversion of the Convertible
Preferred Stock, if any, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, exceed the
19.99% of the total outstanding Class A Common Stock of the Company as of the date of the Purchase Agreement.
Series
C Convertible Preferred Stock
On
April 15, 2026, the Company filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)
a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (the “Certificate of
Designation”) to designate 11,502 shares of the Company’s authorized and unissued preferred stock as Convertible Preferred
Stock prior to the Closing Date. The Certificate of Designation will become effective upon its filing with the Delaware Secretary of
State and establishes the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Convertible
Preferred Stock as summarized below.
Convertibility
The
Convertible Preferred Stock will be convertible immediately after the issuance. The number of shares of Class A Common Stock issuable
upon conversion of each Convertible Preferred Stock shall be determined by dividing (x) the Stated Value of $1,000 of such Convertible
Preferred Stock by (y) the Conversion Price, which is equal to the Amended Price (the “Conversion Formula”), subject to certain
adjustments set forth in the Certificate of Designation.
Alternate
Conversion
At
any time, at the option of the Purchaser, the Purchaser may voluntarily convert all or part of the Convertible Preferred Stock at the
price equal to the lower of (i) the applicable Conversion Price then in effect and (ii) the greater of (A) $0.13, and (B) 100% of the
closing price of the Class A Common Stock of the trading day immediately preceding the delivery of applicable Conversion Notice (the
“Alternative Conversion Price”), indicating that the Purchase elects to convert all of part of the Convertible Preferred
Stock by way of an alternate conversion (the “Alternate Conversion”).
The
number of shares of Class A Common Stock issuable upon an Alternate Conversion shall be determined by dividing (x) the Stated Value of
$1,000 of such Convertible Preferred Stock by (y) the Alternative Conversion Price.
Conversion
Limitations
At
any time before the Company obtains stockholder approval in connection with the transaction contemplated under the SPA, or the financial
viability exception pursuant to Nasdaq Rule 5635(d) for the issuance of the Securities under the SPA, then the Company may not issue
upon conversion of such shares of Convertible Preferred Stock a number of shares of Class A Common Stock (the “Conversion Shares”),
which, when aggregated with the Subject Shares issued pursuant to the SPA and the Warrant Shares issued upon exercise of the Warrant,
if any, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations, exceed the 19.99% of the total
outstanding Class A Common Stock of the Company as of the date of the Purchase Agreement.
Voting
Holders
of shares of Convertible Preferred Stock are entitled to vote with the holders of outstanding shares of Class A Common Stock, voting
together as a single class, with respect to any and all matters presented to the shareholders of the Company for their action or consideration
(whether at a meeting or shareholders of the Company, by written action of shareholders in lieu of a meeting or otherwise). In any such
vote, each share of Convertible Preferred Stock will be entitled to a number of votes equal to the lesser of (a) the number of shares
of Class A Common Stock into which such shares of Convertible Preferred Stock are convertible as of the record date for such vote or
written consent or, if there is no specified record date, as of the date of such vote or written consent and (b) 19.99% of the shares
of the Company’s Class A Common Stock outstanding immediately after giving effect to such a conversion.
The
foregoing summaries of the A&R Purchase Agreement, the Warrant and the Certificate of Designation do not purport to be complete and
are subject to, and are qualified in their entirety by, the full text of the form of the A&R Purchase Agreement, the Warrant and
the Certificate of Designation, which are filed as Exhibits 10.1, 4.1 and 3.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
disclosure included in Item 1.01 related to the Certificate of Designation is incorporated into this Item 3.03 by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure included in Item 1.01 related to the Certificate of Designation is incorporated into this Item 5.03 by reference.
Item
8.01 Other Events.
On
April 15, 2026, the Company issued a press release announcing the signing of the A&R Purchase Agreement. The information contained
in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock |
| 4.1 |
|
Form
of Warrant |
| 10.1 |
|
Amended and Restated Securities Purchase Agreement, dated April 14, 2026, by and between Faraday Future Intelligent Electric Inc. and the Investor. |
| 10.2 |
|
Loan Agreement dated April 10, 2026, by and between Faraday Future Intelligent Electric Inc. and the Investor. |
| 99.1 |
|
Press
Release dated April 15, 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:
April 16, 2026 |
By: |
/s/
Koti Meka |
| |
Name:
|
Koti
Meka |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Faraday Future Amends $10 Million Equity Investment
Agreement to $12 Million,
Eliminating Anti-Dilution Provision to Strengthen
Stockholder Protections
| ● | Increase the Subscription Amount from $10 million to $12 million, $500,000 of which was used to purchase
shares of Common Stock and $11.5 million of which was used to purchase shares of the Company’s newly designated Series C preferred
stock, which is convertible into the Company’ Common Stock. AIXC and the designated third-party will use the US$500,000 of
common stock to explore the real-world asset (RWA) business. |
| ● | Replace the true-up provision by issuance of a warrant. On the Closing Date, the Company issued to the Investor a warrant to purchase
up to 1,000,000 shares of Common Stock at an exercise price of $1.50 per share with a term of 4 years, exercisable only after the delivery
of the 500th FX Super One vehicle to customers. |
| ● | The proceeds support the Company’s EAI business, especially the target of 1,000 deliveries and continuous positive contribution
margin of robotics in 2026. |
| ● | FF believes the execution of this amendment demonstrates the potential of the complementary relationship between its core EAI business
and the digital asset ecosystem and may provide a framework for future cooperation. |
LOS ANGELES, CA (April 15, 2026) — Faraday Future Intelligent
Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a California-based global
shared intelligent electric mobility ecosystem company, today announced ““that it has amended and restated the securities
purchase agreement, initially entered into on February 4, 2026 (the ““Initial Agreement”” and such Initial Agreement
as so amended and restated, the “A&R Agreement”) with Gold King Arthur Holding Limited (the “Purchaser”),
a designated third-party investor identified by AIxCrypto Holdings Inc. (NASDAQ: AIXC) (“AIxC”), to (i) increase to the total
purchase amount from $10 million to $12 million, $500,000 for common stock and $11.5 million for preferred stock; (ii) terminate the anti-dilution
true-up provision and replace it with a fixed, milestone-linked warrant, and (iii) revise the per share purchase price to the average
closing price of the 10 trading days prior to the signing date of the A&R Agreement (the “Signing Date”).
The Company believes the Amendment is favorable to existing stockholders,
by replacing dilution exposure with a fixed obligation tied to operational milestones and increasing the total purchase amount to support
its EAI Strategy Execution.
Amendment to Securities Purchase Agreement
The Company and the Purchaser agreed to amend and restate in the Initial
Agreement to, among other things,
| (i) | increase the total securities purchase amount from $10 million to $12 million, $500,000 of which was used to purchase shares of common
stock and $11.5 million of which was used to purchase a newly-designated series of the Company’s preferred stock, which is convertible
into shares of Common Stock; |
| (ii) | remove the true-up provision set forth in Section 4.5 of the Initial Agreement in exchange for the issuance of a common stock purchase
warrant. On the closing date, the Company issued to the Investor a warrant to purchase up to 1,000,000 shares of Common Stock at an exercise
price of $1.50 per share with a term of 4 years, exercisable only after the Company delivers the 500th FX Super One vehicle to customers.;
and |
| (iii) | revise the per share purchase price to the average closing price over the 10 trading days prior to the signing date as of April 14,
2026. Based on the new reference price of $0.26 per share, the $500,000 common stock investment corresponds to the issuance of 1,923,077
shares of Class A Common Stock. |
The company believes the amendment improves compatibility with future
financing transactions, and reflects the investor’s commitment to long-term value creation aligned with the Company’s operational
milestones rather than short-term price compensation.
Transaction Benefits and Use of Proceeds
The Company has received $12 million in gross proceeds, before offering
expenses, pursuant to the A&R Agreement, which AIxC has pre-funded to the Company on behalf of such investor in advance of closing
of the transaction. This is an equity financing, with low transaction fees— resulting in a cost-efficient capital structure. Proceeds
support the Company’s robotics and FX Super One businesses, including the commencement of initial EAI robotics deliveries and the
continued advancement of the FX Super One strategy as the Company progresses toward its start-of-delivery targets.
FF believes this transaction demonstrates the potential of the complementary
relationship between its core EAI business and the digital asset ecosystem and may provide a framework for future cooperation.
Management Commentary
“This A&R Agreement eliminates a source of uncertainty
in our capital structure and demonstrates our commitment to protecting stockholder interests. By replacing the anti-dilution provision
with a fixed, milestone-linked warrant at a premium exercise price, we are aligning this investment with our execution roadmap. With the
$12 million in proceeds, which the accredited investor pre-funded by AIxC on behalf of such investor in advance of closing, now actively
supporting EAI robotics deliveries and FX Super One advancement — and with no convertible debt — we believe this transaction
reflects a disciplined approach to capital formation,” stated Jerry Wang, Global President of Faraday Future.
The shares of Class A common stock underlying the Warrant and the convertible
preferred stock, if and when issued upon exercise or conversion, as applicable, will initially be unregistered and subject to customary
transfer restrictions under federal and state securities laws. For additional information regarding the material terms of the A&R
Agreement and the Warrant, and the material right and obligations of the convertible preferred stock, please see the Company’s Current
Report on Form 8-K to be filed with the Securities and Exchange Commission on or around the date hereof.
About Faraday Future
Faraday Future is a California-based global intelligent Company
founded in 2014 and is dedicated to reshaping the future of mobility through vehicle electrification, intelligent technologies, and AI
innovation. Its flagship vehicle, the FF 91, began deliveries in 2023 and reflects the brand’s pursuit of ultra-luxury, cutting-edge
technology, and high performance. FF’s second brand, FX, targets the high-volume mainstream vehicle market. Its first model, Super
One, is positioned as a first-class EAI-MPV, with deliveries planned to begin in 2026. FF recently announced its entry into the Embodied
AI Robotics business with sales beginning this year, connecting its future strategy of bringing a new era of EAI vehicles and EAI robotics.
For more information, please visit 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 Company’s deployment of investment
proceeds, EAI robotics production and delivery plans, FX Super One delivery plans, the exercisability and terms of the Warrant, the anticipated
benefits of the A&R Agreement to the Company’s capital structure and stockholders, and AIxC’s digital asset tokenization
plans, 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, among others, that may affect actual results or
outcomes include: the Company’s ability to commence and ramp production and delivery of the FX Super One on the anticipated timeline;
the Company’s ability to achieve the 500-vehicle delivery milestone that triggers the exercisability of the Warrant; demand for
the Company’s robotics products; competition in the robotics industry; the Company’s reliance on a single OEM for robotics
products; tariff uncertainty for imported products; AIxC’s ability to execute on its digital asset tokenization plans, which is
not within the Company’s control; the Company’s ability to maintain its listing on Nasdaq; the need for additional share capital
to fully execute on its strategy; the Company’s ability to secure the necessary funding to execute on the FX strategy; the Company’s
ability to continue as a going concern; general market and economic conditions; and the other factors described in the Company’s
most recent Annual Report on Form 10-K and subsequent periodic filings with the SEC. Any forward-looking statements speak only as of the
date of this press release. The Company does not undertake any obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
Investor Relations (English):ir@ff.com
Investors (Chinese): cn-ir@ff.com
Media: john.schilling@ff.com
