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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 8, 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.
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 July 16, 2025 (the “Original Report”),
on July 14, 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 “July SPA”) with certain investors party thereto (collectively, the “Investors”),
pursuant to which the Company agreed to sell, and the Investors agreed to purchase, in two closings, for an aggregate purchase price of
$82 million, (i) certain senior unsecured convertible notes in the aggregate original principal amount of $82 million (the “Unsecured
Notes”), (ii) common stock purchase warrants (the “Common Warrants”) to purchase up to a number of shares of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”), equal to one third of the shares of Common Stock issuable
upon conversion of the Unsecured Notes, which is the product of (A) the principal amount of Unsecured Notes issued at a Closing divided
by (B) the initial conversion price of the Unsecured Notes, and (iii) at the Initial Closing (as defined below), shares of Series B Preferred
Stock, par value $0.0001 per share (the “Series B Preferred Stock”). The initial closing (the “Initial Closing”)
occurred on August 22, 2025, and the subsequent closing (the “Second Closing”) has not yet occurred. The Original Report is
incorporated herein by reference. Capitalized terms not defined herein shall have the meaning set forth in the Original Report.
On July 9, 2026 (the “Signing
Date”), the Company and the Investors entered into an Amended and Restated Securities Purchase Agreement (the “A&R Purchase
Agreement”) to amend and restate the July SPA to (i) split the Second Closing into eight separate closings (each, a “Subsequent
Closing” and collectively, the “Subsequent Closings” and the eighth Subsequent Closing, the “Final Closing”);
(ii) eliminate the obligation to issue to the Investors, other than one such Investor, Common Warrants associated with the Unsecured Notes
to be issued at the Subsequent Closings; and (iii) remove the obligation to register the shares of Common Stock issuable upon conversion
of the Unsecured Notes and exercise of the Common Warrants for resale by the Investors.
Amended and Restated Unsecured Notes; Amended
and Restated Common Warrants
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
4.1 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; and (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. The terms of the amended and restated Common Warrants (the “A&R Warrants”) remain substantially
similar to the form of Common Warrant filed as Exhibit 4.2 to the Original Report, except that the exercise price will only be adjusted
upon (i) the Final Closing, to 120% of the Closing Bid Price (as defined in the A&R Warrants) on the trading day immediately prior
to the Final Closing; and (ii) the receipt of Stockholder Approval, to 120% of the Closing Bid Price on the Trading Day immediately prior
to the receipt of Stockholder Approval.
Warrant Termination Agreement
On July 8 and July 9, 2026, the
Company entered into warrant termination agreements (each, a “Termination Agreement” and collectively, the
“Termination Agreements”) with holders (collectively, the “Warrant Holders”) of certain of the
Company’s outstanding common stock purchase warrants (collectively, the “Warrants”).
Pursuant to the Agreements,
the Company and the Warrant Holders mutually agreed to terminate and cancel Warrants to purchase an aggregate of 5,359,525 shares of Common
Stock, which Warrants were issued by the Company pursuant to (i) that certain securities purchase agreement (the “December SPA”)
by and among the Company and the investors party thereto, dated December 21, 2024; and (ii) that certain securities purchase agreement
(the “March SPA”) by and among the Company and the investors party thereto, dated March 21, 2025, as applicable.
The Current Reports on Form
8-K describing the December SPA, the March SPA and the July SPA and the transactions contemplated thereby, were filed by the Company with
Securities and Exchange Commission on December 23, 2024, March 24, 2025, and July 16, 2025, respectively, and are incorporated herein
by reference.
The foregoing summaries of
the A&R Purchase Agreement, A&R Notes, A&R Warrants and Termination Agreements do not purport to be complete and are subject
to, and are qualified in their entirety by, the full text of the A&R Purchase Agreement and the form of Termination Agreement, A&R
Notes and A&R Warrants, which are filed as Exhibits 10.1, 10.2, 4.1, and 4.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive
Agreement.
The disclosure included in Item 1.01 of this Current
Report on Form 8-K with respect to the Termination Agreements is incorporated herein by reference.
Item 8.01 Other Events
On July 10, 2026, the Company
issued a press release announcing the execution of the A&R Purchase Agreement and the Termination Agreements. 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 |
| 4.1 |
|
Form of Amended and Restated Note. |
| 4.2 |
|
Form of Amended and Restated Warrant. |
| 10.1 |
|
Amended and Restated Securities Purchase Agreement, dated July 9, 2026, by and between Faraday Future Intelligent Electric Inc. and the Investors Party thereto. |
| 10.2 |
|
Form of Warrant Termination Agreement. |
| 99.1 |
|
Press Release dated July 10, 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 10, 2026 |
By: |
/s/ Koti Meka |
| |
Name: |
Koti Meka |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1
Faraday Future Announces the
Termination of 5.36 Million Warrants; Cumulative Permanent Warrant Cancellations are Approx. 49.9 Million Since 2025; Optimizes the Closing
Structure of Its July 2025 Financing to Accelerate the Arrival of Committed Funds
| ● | Upon mutual agreement with the investors, the Company terminated
warrants to purchase an aggregate of 5,359,525 shares of Class A common stock — a reflection of the investors’ firm support for
FF’s strategy and business. |
| ● | Following the termination of warrants covering 44,551,199
shares in December 2025, the Company has cumulatively eliminated warrants covering approximately 49.9 million shares, significantly reducing
potential dilution and simplifying its capital structure. |
| ● | The Company amended the securities purchase agreement dated
July 14, 2025, with the intent of optimizing the closing structure and accelerating the pace of funding, and the Company will no longer
issue warrants to certain of the investors in future subsequent closings, further limiting potential dilution and helping reduce the
Company’s potential liabilities. |
| ● | At a critical stage of scaling its robotics Three-in-One
business, the Company will continue to optimize its balance sheet structure and select the financing approaches best suited to the Company,
laying a foundation for unlocking the Company’s long-term value and introducing strategic investors. |
LOS ANGELES, July 10, 2026 — Faraday Future Intelligent
Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a global Embodied AI (EAI)
ecosystem company headquartered in California, today announced two initiatives that further strengthen the Company’s capital structure
and enhance its capital efficiency.
First, the Company entered into warrant termination agreements with
two investors, pursuant to which warrants to purchase an aggregate of 5,359,525 shares of Class A common stock have been irrevocably cancelled
and terminated. Together with the warrants covering 44,551,199 shares terminated in December 2025, the Company has cumulatively eliminated
warrants covering approximately 49.9 million shares, meaningfully reducing its warrant overhang and future potential dilution. These actions
reflect the investors’ firm support for FF’s strategy and business and lay a foundation for unlocking the Company’s long-term value and
introducing strategic investors.
Second, the Company entered into an amended and restated securities
purchase agreement with the investors under its July 2025 convertible note financing. The original agreement provided for two closings,
the first of which was completed on August 22, 2025. Following the amendment and restatement, with respect to the subsequent closings:
(i) certain of the investors will no longer be entitled to receive common stock purchase warrants; (ii) the volume-weighted average price
(VWAP) condition to closing has been removed; and (ii) the original single second closing has been divided into eight closings —
unless otherwise agreed between the Company and the applicable purchaser(s), each closing will occur only after the Company has received
at least $5 million of additional funding since the immediately preceding closing. This structure is designed to allow committed capital
to be received and put to work more quickly, supporting product delivery and business execution of the Company’s robotics “Three-in-One”
business. In addition, the elimination of the majority of the warrants for the subsequent closings helps reduce the Company’s potential
liabilities.
The Company intends to continue to optimize its balance sheet structure
and select the financing approaches best suited to the Company, laying a foundation for unlocking the Company’s long-term value and introducing
strategic investors.
For additional information regarding the warrant termination agreements
and the amendment to the July 2025 securities purchase agreement, please refer to the Company’s Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 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 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.
CONTACTS:
Investors (English): ir@ff.com
Investors (Chinese): cn-ir@ff.com
Media: john.schilling@ff.com
