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) |
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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 Stock Market LLC | ||||
| The 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 Modification to Rights of Security Holders.
The disclosure included in Item 5.03 related to the Series B Certificate of Designation (as defined below) is incorporated into this Item 3.03 by reference. Following the issuance of the Series B Preferred Stock (as defined below), the stockholders of shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) and the shares of Series B Preferred Stock (as defined below), will vote together as a single class on all matters submitted to a vote of the Company’s (as defined below) stockholders.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Designation for the Series B Preferred Stock
As previously reported on March 24 2025, on March 21, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) entered into that certain securities purchase agreement, dated as of March 21, 2025, by and among the Company and the purchasers signatory thereto (the “SPA”) pursuant to which the Company agreed to issue, among other things, shares of a newly designated class of the Company’s authorized and unissued preferred stock, par value $0.0001 per share, as Series B Preferred Stock (the “Series B Preferred Stock”). In connection with the initial closing under the SPA, on April 3, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Certificate”) with the Secretary of State of the State of Delaware. On April 9, 2025, the Company filed a Certificate of Correction to the Certificate to correct a clerical error (together with the Certificate, the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. The Series B Certificate of Designation designates 9,000,000 shares of the Series B Preferred Stock and establishes and designates the preferences, rights and limitations thereof. The Series B Certificate of Designation became effective upon filing.
Pursuant to the Series B Certificate of Designation:
Convertibility. The shares of Series B Preferred Stock are not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company.
Dividends. The shares of Series B Preferred Stock are not entitled to receive dividends.
Voting. Each share of Series B Preferred Stock has one vote on all matters submitted to a vote of the stockholders of the Company.
Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, each holder of Series B Preferred Stock is entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to (a) (i) the aggregate outstanding principal amount of such holder’s Unsecured Notes (as defined below) minus (ii) the amount received by such holder from the Company pursuant to such holder’s Unsecured Notes in connection with such liquidation divided by (b) the number of shares of Series B Preferred Stock held by the holder at the time of such liquidation.
Transfer Restrictions. The shares of Series B Preferred Stock are not transferrable at any time without the prior written consent of the Company’s board of directors.
Redemption. Upon conversion by a holder of Series B Preferred Stock of each unsecured note (the “Unsecured Note”) or incremental note (the “Incremental Note”) held by such holder, each issued pursuant to the SPA, a number of shares of Series B Preferred Stock equal to the number of shares of Common Stock received by such noteholder upon conversion of such noteholder’s Unsecured Note or Incremental Note will automatically be redeemed by the Company for no consideration, without any further action by the Company or such noteholder, and such redeemed shares will no longer be deemed to be outstanding.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock | |
| 3.2 | Certificate of Correction of Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 9, 2025 | By: | /s/ Koti Meka |
| Name: | Koti Meka | |
| Title: | Chief Financial Officer | |
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Exhibit 3.1
Faraday Future Intelligent Electric Inc.
Certificate of Designation
of
Preferences, Rights and Limitations of
Series B Preferred Stock
Pursuant to Sections 151 and 242 of the
General Corporation Law of the State of Delaware
Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), hereby certifies that the following recitals and resolution were duly adopted by the board of directors of the Company (the “Board”), in accordance with the provisions of Sections 151 and 242 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on March 12, 2025, which resolution provides for the creation of a series of the Company’s Preferred Stock, par value $0.0001 per share, which is designated as “Series B Preferred Stock,” with the rights, preferences, privileges and restrictions set forth therein.
WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Company (as amended, the “Certificate of Incorporation”), authorizes the issuance of 139,245,313 shares of capital stock, consisting of (i) 129,245,313 shares of common stock, par value $0.0001 per share (“Common Stock”), divided into two series of common stock composed of (A) 124,815,625 shares of Class A Common Stock (the “Class A Common Stock”), and (B) 4,429,688 shares of Class B Common Stock (the “Class B Common Stock”); and (ii) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”), issuable from time to time in one or more series, and further provides that the Board is authorized to provide for the issue of all or any of the shares of Preferred Stock in one or more series;
WHEREAS, Article IV, Section 4.2 of the Certificate of Incorporation provides that the Board is authorized to provide from time to time by resolution or resolutions for the creation and issuance, out of the authorized and unissued shares of the Preferred Stock, of one or more series of Preferred Stock by filing a certificate pursuant to the DGCL, setting forth such resolution and, with respect to each such series, establishing the designation of such series and the number of shares to be included in such series and fixing the voting powers (full or limited, or no voting power), preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of the shares of each such series;
WHEREAS, the Board has determined that it is reasonable, advisable, fair and in the best interests of the Company and its stockholders to establish and issue a new series of Preferred Stock, designated as Series B Preferred Stock (the “Series B Preferred Stock”), consisting of nine million (9,000,000) authorized shares and to establish the rights, powers, preferences, privileges and restrictions of the Series B Preferred Stock.
NOW, THEREFORE, BE IT RESOLVED that, pursuant to the authority vested in the Board in accordance with the provisions of Article IV of the Certificate of Incorporation and the provisions of Section 151 of the DGCL, the Board hereby establishes and issues the Series B Preferred Stock with the rights, powers, preferences, privileges and restrictions thereof.
Terms of Series B Preferred Stock
| 1. | Designation, Amount and Par Value. The series of Preferred Stock created hereby shall be designated as the Series B Preferred Stock, and the number of shares so designated shall be nine million (9,000,000). The shares of Series B Preferred Stock shall have a par value of $0.0001 per share and will be uncertificated and represented in book-entry form. |
| 2. | Dividends. The shares of Series B Preferred Stock shall not be entitled to receive dividends. |
| 3. | Voting Rights. Except as otherwise required by law, the holders of the shares of Series B Preferred Stock shall have the following voting rights (and shall not have any other voting rights): |
|
3.1. |
(A) |
Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock shall entitle the holder thereof to one (1) vote on all matters submitted to a vote of the stockholders of the Company. In the event the Company shall at any time after the date hereof (i) declare any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series B Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. | |
| (B) | Except as otherwise provided herein, in the Certificate of Incorporation or in the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of the stockholders of the Company. | ||
| (C) | Except as set forth herein, in the Certificate of Incorporation or in the Bylaws, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. |
| 4. | Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holders of Series B Preferred Stock shall be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to the then-current Conversion Price (as defined in the Notes). As used herein, “Notes” shall mean the unsecured senior convertible promissory notes issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of March 21, 2025, by and among the Company and the purchasers party thereto (the “Purchase Agreement”). |
| 5. | Transfer Restrictions. The Series B Preferred Stock may not be Transferred at any time without the prior written consent of the Board. “Transferred” means, directly or indirectly, whether by merger, consolidation, share exchange, division, or otherwise, the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of the share of Series B Preferred Stock (or any right, title or interest thereto or therein) or any agreement, arrangement or understanding (whether or not in writing) to take any of the foregoing actions. |
| 6. | Redemption. |
| 6.1. | Upon each conversion of a Note by a holder of Series B Preferred Stock, a number of shares of Series B Preferred Stock equal to the number of shares of Common Stock received by such holder upon conversion of such holder’s Note shall automatically be redeemed by the Company for no consideration, without any further action by the Company or such holder, and such redeemed shares shall no longer be deemed to be outstanding. |
| 6.2. | From and after the time at which the shares of Series B Preferred Stock are redeemed in accordance with Section 6.1 hereof, such share of Series B Preferred Stock shall cease to be outstanding, and the former holder of such share of Series B Preferred Stock, as such, will have no further rights in respect thereof. Upon such redemption, the shares of Series B Preferred Stock redeemed pursuant to this Certificate of Designation shall be automatically retired and restored to the status of an authorized but unissued share of Preferred Stock. |
| 7. | Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. |
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In Witness Whereof, Faraday Future Intelligent Electric Inc. has caused this Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock to be duly executed by the undersigned duly authorized officer as of this 3rd day of April, 2025.
| FARADAY FUTURE INTELLIGENT ELECTRIC INC. | ||
| By: | /s/ Koti Meka | |
| Koti Meka | ||
| Chief Financial Officer | ||
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Exhibit 3.2
FARADAY FUTURE INTELLIGENT ELECTRIC, INC.
CERTIFICATE OF CORRECTION
OF THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES B PREFERRED STOCK
Pursuant to Section 103(f) of the
General Corporation Law of the State of Delaware (the “DGCL”)
Faraday Future Intelligent Electric Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:
1. The name of the corporation is Faraday Future Intelligent Electric Inc.
2. The Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock of the Corporation (the “Certificate of Designation”) was filed with the Secretary of State of the State of Delaware on April 3, 2025, and requires correction as permitted by subsection (f) of Section 103 of the DGCL.
3. The inaccuracy or defect due to clerical error in the Certificate to be corrected is the Section 4. The inaccuracy will be corrected as set forth in this Certificate of Correction, which is set forth below.
4. The Certificate of Designation is hereby corrected by replacing Section 4 in its entirety as set forth below:
Section 4 is hereby replaced its entirety as follows:
“4. Rank; Liquidation. Upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company (a “Liquidation”), whether voluntarily or involuntarily, pursuant to which assets of the Company or consideration received by the Company are to be distributed to the stockholders, the holders of Series B Preferred Stock shall be entitled to receive, before any payment is made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to (a)(i) the aggregate outstanding Principal (as defined in the Notes) amount of such holder’s Notes minus (ii) the amount received by such holder from the Company pursuant to such holder’s Notes in connection with such Liquidation divided by (b) the number of shares of Series B Preferred Stock held by such holder at the time of such Liquidation. As used herein, “Notes” shall mean the unsecured senior convertible promissory notes issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of March 21, 2025, by and among the Company and the purchasers party thereto (the “Purchase Agreement”).
5. All other provisions of the Certificate remain unchanged.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Correction on April 9, 2025.
| FARADAY FUTURE INTELLIGENT ELECTRIC INC. | ||
| By: | /s/ Koti Meka | |
| Koti Meka | ||
| Chief Financial Officer | ||