Faraday Future Announces Comprehensive Governance Resolution with Major Shareholders and New Financing
September 26 2022 - 7:35AM
Business Wire
Comprehensive Governance Resolution with FF Top
- Faraday Future and its largest shareholder have reached an
agreement regarding their governance dispute
- FF Top will dismiss its lawsuit against the company and its
board of directors
- Ms. Sue Swenson will step down from her role as Executive
Chairperson of the company and Chairperson of the Board upon the
company receiving $13.5 million in net financing proceeds
- Ms. Sue Swenson and Mr. Brian Krolicki will step down from the
Board upon the company obtaining $85 million in incremental
financing commitments and $35 million in net proceeds
therefrom
- Mr. Adam He, a senior executive with extensive public company
experience, has been appointed as a new independent board
member
New Financing Commitment
- New financing provides up to $100 million in committed
funding
- Active discussions with U.S. and international investors for
potential additional funding
- Actions underway to further reduce costs
Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE)
(“Faraday Future” or “the Company”), a California-based global
shared intelligent electric mobility ecosystem company, today
announced a comprehensive resolution to its governance dispute with
FF Top and the execution of definitive agreements for new
financing. The Company continues to have active discussions with
capital providers to fund the production and delivery of the FF
91.
The Company announced a binding governance agreement with FF Top
Holding LLC (“FF Top”), which resolves a range of issues concerning
governance. The governance agreement, which is described in greater
detail in our Current Report on Form 8-K filed earlier today,
includes an agreement for FF Top to withdraw its lawsuit against
the FFIE board immediately, changes in FFIE board membership and
board size, and certain amendments to Faraday Future’s Shareholder
Agreement with FF Top. Adam He has been appointed as a new
independent board member and a member of the Nominating and
Corporate Governance Committee and Audit Committee.
“The resolution of governance and related issues with our
largest shareholder is a major accomplishment and an important step
forward for Faraday Future and all our stakeholders. We can now
focus our effort on building the FF 91. We appreciate all parties’
efforts in reaching this agreement,” said Dr. Carsten Breitfeld,
Global CEO of Faraday Future.
“FF Top is glad that a resolution has been reached. We look
forward to this opportunity for a new start and brighter future for
FFIE, and to all parties performing their obligations under the
governance agreement, to achieve the best interests of Faraday
Future and all shareholders,” said a spokesperson from FF Top.
Concurrently, the Company announced the execution of two
definitive agreements for new financing commitment of up to $100
million total. Detailed terms can be found in our Current Report on
Form 8-K filed earlier today.
- Under the first financing agreement, Faraday Future will
receive up to $40 million in near-term funding in the form of
convertible secured notes and warrant exercise payments, subject to
certain conditions precedent.
- Under a separate second financing agreement, the Company will
receive up to an additional $60 million in near-term funding from
Senyun International Ltd., a Daguan International Ltd. wholly owned
investment entity, in the form of convertible secured notes,
subject to certain conditions precedent. The terms of such
financing are substantially similar to the terms of the previously
committed notes but are subject to satisfactory completion of due
diligence by the Company in its sole discretion on the investor and
a specified funding schedule with milestones.
The Company is in ongoing discussions with potential financing
sources for additional capital required to fund operations through
the end of 2022 and beyond. As part of ongoing efforts to conserve
cash and reduce expenses, the Company recently implemented
headcount reductions and other expense reduction and payment delay
measures. Further efforts, including additional headcount
reductions, may be undertaken in response to the Company’s
financial condition and market conditions. Additional information
can be found in our Current Report on Form 8-K filed earlier
today.
Mr. Adam He, the newly appointed independent board member, is
the Chief Financial Officer of Wanda America Investment Group. He
previously served as an auditor with Ernst & Young and is a CPA
in China and New York, and holds a bachelor’s degree and Master of
Science in Taxation from the Central University of Finance and
Economics in Beijing and a Master of Science in accounting from
Seton Hall University in New Jersey. Additional details regarding
Mr. He’s background can be found in our Current Report on Form 8-K
filed earlier today.
Sidley Austin LLP served as legal counsel to Faraday Future,
Blank Rome LLP and Kelley Drye & Warren LLP served as legal
counsel to the agent under the convertible notes facility, Olshan
Frome Wolosky LLP served as legal counsel to Senyun International
Ltd., and Davis Polk & Wardwell LLP served as legal counsel to
the Company’s Board of Directors. Cadwalader, Wickersham & Taft
LLP served as legal counsel for FF Top and Baker McKenzie served as
legal counsel for Season Smart Limited.
Users can preorder an FF 91 via the FF Intelligent App or
through our website (English): https://www.ff.com/us/preorder/ or
(Chinese): https://www.ff.com/cn/preorder/
Download the new FF Intelligent App (English):
https://apps.apple.com/us/app/id1454187098 or
https://play.google.com/store/apps/details?id=com.faradayfuture.online,
(Chinese): http://appdownload.ff.com
ABOUT FARADAY FUTURE
Faraday Future is a class defining luxury electric vehicle
company. The Company has pioneered numerous innovations relating to
its products, technology, business model, and user ecosystem since
inception in 2014. Faraday Future aims to perpetually improve the
way people move by creating a forward-thinking mobility ecosystem
that integrates clean energy, AI, the Internet and new usership
models. Faraday Future’s first flagship product is the FF 91
Futurist.
FOLLOW FARADAY FUTURE: https://www.ff.com/
http://appdownload.ff.com https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/
www.linkedin.com/company/faradayfuture
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
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 “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” 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 are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the Company’s control, that 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 satisfy the
conditions precedent and close on the various financings referred
to in this press release, the failure of any which could result in
the Company seeking protection under the Bankruptcy Code; the
satisfaction of the conditions to the advance approval by FF Top
and Season Smart Limited of the warrants and notes issued to
affiliates of ATW Partners LLC; the ability of the Company to agree
on definitive documents to effectuate the governance changes with
FF Top; the Company’s ability to remain in compliance with the
listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and
to continue to be listed on Nasdaq; the outcome of the SEC
investigation relating to the matters that were the subject of the
Special Committee investigation; 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 success of other competing manufacturers; the
performance and security of the Company’s vehicles; potential
litigation involving the Company; the result of future financing
efforts and general economic and market conditions impacting demand
for the Company’s products; and the ability of the Company to
attract and retain employees. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of the Company’s registration statement on Form S-1/A filed
on August 30, 2022, and other documents filed by the Company from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and the Company does
not undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. Investors
(English): ir@faradayfuture.com Investors (Chinese):
cn-ir@faradayfuture.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220926005275/en/
John Schilling Media: john.schilling@ff.com
Tim Gilman Media: tim.gilman@ff.com
Faraday Future Intellige... (NASDAQ:FFIE)
Historical Stock Chart
From Apr 2024 to May 2024
Faraday Future Intellige... (NASDAQ:FFIE)
Historical Stock Chart
From May 2023 to May 2024