FFAI 8-K
Faraday Future Intelligent Electric Inc. (FFAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(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 | ||
| The
|
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.
On August 31, 2026, Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) entered into incremental warrant termination agreements (each, an “Agreement” and collectively, the “Agreements”) with holders (collectively, the “Incremental Warrant Holders”) of certain of the Company’s outstanding incremental warrants (collectively, the “Incremental Warrants”), issued pursuant to a securities purchase agreement by and between the Company and the Incremental Warrant Holders, dated as of March 21, 2025 (as amended, the “March SPA”).
Pursuant to the Agreements, the Company and the Incremental Warrant Holders mutually agreed to terminate Incremental Warrants exercisable for (i) convertible promissory notes with an aggregate principal amount of $21,021,369, convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”); (ii) Common Stock purchase warrants; and (iii) shares of the Company’s Series B preferred stock, par value $0.0001 per share.
The foregoing summary of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Current Reports on Form 8-K describing the March SPA, amendment to the March SPA and the transactions contemplated thereby were filed by the Company with Securities and Exchange Commission on March 24, 2025, August 21, 2026 and August 24, 2026, 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 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 1, 2026, the Company issued a press release with respect to the Agreements disclosed under Item 1.01 above. A copy of such 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. The following exhibits are filed with this Current Report on Form 8-K:
| No. | Description of Exhibits | |
| 10.1 | Form of Incremental Warrant Termination Agreement | |
| 99.1 | Press Release Dated September 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: September 3, 2026 | By: | /s/ Koti Meka |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
2
Exhibit 10.1
INCREMENTAL WARRANT TERMINATION AGREEMENT
THIS INCREMENTAL WARRANT TERMINATION AGREEMENT, dated as of August [ ], 2026 (this “Agreement”), is by and between Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), and the signatory party hereto (the “Holder”).
RECITALS
WHEREAS, on March 21, 2025, the Company entered into a securities purchase agreement (as amended, “March SPA”) with the investors party thereto (each, a “March Investor” and collectively, the “March Investors”), pursuant to which the Company issued to each March Investor certain incremental warrants (the “March Incremental Warrants”) exercisable to purchase unsecured convertible notes convertible into shares of Class A common stock, par value $0.0001 per share, of the Company (the “Common Stock”), as further described on Schedule A hereto; and
WHEREAS, the Company and the Holder have agreed to irrevocably terminate the Holder’s outstanding March Incremental Warrants as set forth on Schedule A hereto.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Representations and Warranties.
(a) The Company represents and warrants to Holder that:
(i) the Company has full corporate power and authority to execute and deliver this Agreement;
(ii) the execution, delivery and performance of this Agreement by Company has been duly and validly authorized by all necessary corporate action on the part of Company, and no other corporate action on the part of Company, its board of directors or its equity holders is necessary to authorize the execution, delivery and performance by the Company of this Agreement; and
(iii) this Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery by Holder, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.
(b) The Holder represents and warrants to the Company that:
(i) the Holder has full power and authority to execute and deliver this Agreement;
(ii) this Agreement has been duly executed and delivered by the Holder and, assuming the due execution and delivery by Company, constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms;
(iii) the Holder is the sole legal and beneficial owner of the March Incremental Warrants purported to be owned by the Holder as listed on Schedule A and the Holder has not transferred, sold or otherwise assigned any of its March Incremental Warrants or any rights thereunder or with respect thereto;
(iv) the Holder acknowledges that the Company has made no representation regarding the potential or actual tax consequences for the Holder which will result from entering into the Agreement and from consummation of the transactions contemplated hereby;
(v) the Holder acknowledges that it bears complete responsibility for obtaining adequate tax advice regarding the Agreement and the transactions contemplated hereby;
(vi) the Holder has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the transactions contemplated by Agreement which have been requested by the Holder;
(vii) The Holder has been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Holder or its representatives shall modify, amend or affect the Holder’s right to rely on the Company’s representations and warranties contained herein; and
(viii) The Holder acknowledges that all of the documents filed by the Company with the Securities and Exchange Commission (the “Commission”) under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934, as amended, that have been posted on the Commission’s EDGAR site are available to the Holder, and the Holder has not relied on any statement of the Company not contained in such documents in connection with the Holder’s decision to enter into this Agreement and the transactions contemplated hereby.
2. Termination of March Incremental Warrants. The Company and the Holder hereby agree that upon the execution of this Agreement, the March Incremental Warrants set forth on Schedule A hereto and any and all rights thereunder or with respect to thereto are, in each case, cancelled, terminated and declared null and void and shall be of no further force or effect.
3. Delivery of March Incremental Warrants. The parties acknowledge that no physical delivery to the Company of the March Incremental Warrants shall be required.
2
4. Miscellaneous.
(a) Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed under the laws of the State of Delaware, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Agreement shall be litigated only in the state and federal courts sitting in the City of Wilmington, New Castle County, State of Delaware. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of Delaware by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT.
(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(c) Entire Agreement. This Agreement and the March Incremental Warrants constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
[remainder of page intentionally left blank; signature page follows]
3
IN WITNESS WHEREOF, this Incremental Warrant Termination Agreement has been duly executed by the parties set forth below as of the date first above written.
| COMPANY: | ||
| FARADAY FUTURE INTELLIGENT ELECTRIC INC. | ||
| By: | ||
| Name: | Yueting Jia | |
| Title: | Global Chief Executive Officer | |
| HOLDER: | ||
| [Name of the Holder] | ||
| Name: | ||
| Title: | Authorized Signatory | |
[Signature Page to Incremental Warrant Termination Agreement]
Exhibit 99.1
Faraday Future Announced that It has Entered Into Incremental Warrant Termination Agreements With Each March 2025 Financing Investor as It Continues to Make Progress in Reducing Its Debt and Improving Its Capital Structure
| ● | Under the Termination Agreement, the Company has cancelled all 21,021,369 outstanding Incremental Warrants issued in the 1st to 3rd closings pursuant to its March 2025 Financing, permanently removing the potential dilution associated with their future exercise. |
Los Angeles, CA (Sept. 1, 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 that it has entered into Incremental Warrant Termination Agreements with each investor from its March 2025 convertible note financing (the “March 2025 Financing” and each such investor, a “March Investor”). With the support of all participating investors, the Company continues to make progress in reducing its debt and improving its capital structure.
Under the Termination Agreement, the Company has cancelled all 21,021,369 outstanding Incremental Warrants issued in the 1st to 3rd closings pursuant to the March 2025 Financing, permanently removing the potential dilution associated with their future exercise. Based on the current $5.00 conversion floor price for outstanding convertible notes issued pursuant to the March 2025 Financing, the exercise of these Incremental Warrants could have resulted in approximately 45% of potential maximum dilution. Along with the amendment agreement the Company entered into with each March Investor dated as of August 20, 2026, which eliminated the Company’s obligation to issue common warrants and incremental warrants at future March 2025 Financing closings, all common warrants and Incremental Warrants under March 2025 SPA have now been fully cancelled. On a fully diluted basis, the cancellation eliminates approximately 57.48% of the potential dilution associated with the March 2025 Financing, further reducing the Company’s dilution overhang and optimizing its capital structure.
Following the second quarter, the two optimization actions taken with respect to the liabilities arising from the March 2025 Financing are expected to directly reduce the approximately $5.794 million in fair-value-measured liabilities disclosed in the Company’s previously reported second-quarter financial results. This reduction represents a meaningful improvement to the Company’s balance sheet and liability profile.
“These Incremental Warrant Termination Agreements represent another concrete step in delivering on our commitment to capital value restoration and represents our latest action to reduce the Company’s potential dilution, reducing debt and optimizing our capital structure,” said Jerry Wang, Executive Chairman of FF.
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 “Four-Core Full-Stack AI” ecosystem of EAI Brain, Device, Industry Productivity Solutions and Developer Platform, and Data Factory, 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 vehicle business and FF’s entry into the embodied AI robotics market, 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 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; the willingness of convertible debt investors to fund the Company; 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 ability of the Company to expand into additional markets for its robotics products; the Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its robotics products; the possibility of the federal government banning imports of Chinese 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 June 30, 2026 filed with the SEC on August 13, 2026; 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): [email protected]
Investors (Chinese): [email protected]
Media: [email protected]