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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): September
12, 2023
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39395 |
|
84-4720320 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
18455 S. Figueroa Street |
|
|
Gardena, CA |
|
90248 |
(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 |
|
FFIE |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $11.50 per share |
|
FFIEW |
|
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 3.02. Unregistered
Sales of Equity Securities.
As previously disclosed by Faraday Future Intelligent Electric Inc.
(the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on
August 15, 2022, the Company entered into that that certain the Securities Purchase Agreement, dated as of August 14, 2022, with and
FF Simplicity Ventures LLC, an entity affiliated with ATW Partners LLC (“FF Simplicity”), Senyun International Ltd. (“Senyun”)
and RAAJJ Trading LLC (“RAAJJ”), and in its capacity as administrative agent and collateral agent (the “Secured SPA”).
Pursuant to the Secured SPA, on August 28, 2023, August 29, 2023 and August 30, 2023, the Company received conversion notices from FF
Simplicity evidencing FF Simplicity’s desire to convert $500,000, $250,000 and $250,000 principal amount of its convertible senior
secured notes issued under the Secured SPA and for , par value $0.0001 per share (the “Class A common stock”) the Company
to issue 68,821 shares, 41,292 shares and 44,231 shares, respectively, of Class A common stock pursuant to such conversion notice. The
68,821 shares and 41,292 shares of Class A common stock were issued to FF Simplicity on September 1, 2023. The 44,231 shares of Class
A common stock were issued to FF Simplicity on September 5, 2023 all three via electronic transfer after receiving the necessary electronic
request from the broker.
As previously disclosed by the Company in its Current Report on
Form 8-K filed with the SEC on November 14, 2022, the Company entered into that certain Standby Equity Purchase Agreement, dated as of
November 11, 2022, by and between YA II PN, Ltd. (“Yorkville”) and the Company (the “SEPA”). Pursuant to the
SEPA, on August 27, 2023, the Company provided an advance notice to Yorkville indicating the Company’s desire to sell 250,000 shares
of its Class A common stock for $2,112,344.75. The 250,000 shares of Class A common stock were issued to Yorkville on September 1, 2023.
Pursuant to the Secured SPA, on August 31, 2023 and September 1,
2023, the Company received conversion notices from FF Simplicity evidencing FF Simplicity’s desire to convert $250,000 and $250,000
principal amount of the Company’s convertible senior secured notes issued to FF Simplicity under the Secured SPA and for the Company
to issue 47,972 shares and 59,946 shares, respectively, of Class A common stock pursuant to such conversion notices. The 47,972 shares
and the 59,946 shares of Class A common stock were issued to FF Simplicity on September 6, 2023 and September 12, 2023, respectively,
via electronic transfer after receiving the necessary electronic request from the broker.
Pursuant to the Secured SPA, on September 5, 2023, the Company received
a conversion notice from FF Simplicity evidencing FF Simplicity’s desire to convert $250,000 principal amount of the Company’s
convertible senior notes issued to FF Simplicity under the Secured SPA and for the Company to issue 61,550 shares of Class A common stock
pursuant to such conversion notice. The 61,550 shares of Class A common stock were issued to FF Simplicity on September 11, 2023, via
electronic transfer after receiving the necessary electronic request from the broker.
Pursuant to the SEPA, on August 31, 2023, the Company provided an
advance notice to Yorkville indicating the Company’s desire to sell 400,000 shares of Class A common stock for $2,502,910.40. The
400,000 shares of Class A common stock were issued to Yorkville on September 8, 2023 via electronic transfer after receiving the necessary
electronic request from the broker.
Pursuant to the Secured SPA, on September 6, 2023, the Company received
a conversion notice from FF Prosperity Ventures LLC, an entity affiliated with ATW Partners LLC, who is a holder of Class A common stock
(“FF Prosperity”), evidencing FF Prosperity’s desire to convert $2,273,040.00 principal amount of the Company’s
convertible senior secured notes issued to FF Prosperity under the Secured SPA and for the Company to issue 659,277 shares of Class A
common stock pursuant to such conversion notice. The 659,277 shares of Class A common stock were issued to FF Prosperity on September
12, 2023, via electronic transfer after receiving the necessary electronic request from the broker.
Pursuant to the Secured SPA, on September 7, 2023 and September
8, 2023, the Company received conversion notices from FF Vitality Ventures LLC, an entity affiliated with ATW Partners LLC, who is a
holder of Class A common stock (“FF Vitality”), evidencing their desire convert $3,500,000.00 and $3,729,400.00, respectively,
principal amount of the Company’s convertible senior secured notes issued to each of them under the Secured SPA and for the Company
to issue 1,017,758 shares and 1,425,406 shares, respectively, of Class A common stock pursuant to such conversion notices. The 1,017,758
shares and 1,425,406 shares of Class A common stock were issued to FF Vitality on September 12, 2023 via electronic transfer after receiving
the necessary electronic request from the broker.
As previously disclosed by the Company in its Current Report on
Form 8-K filed with the SEC on August 7, 2023, the Company entered into that certain Securities Purchase Agreement, dated as of August
4, 2023, with the Company and purchasers from time-to-time party thereto (the “Streeterville Unsecured SPA”). Pursuant to
the Streeterville Unsecured SPA, on September 7, 2023, September 13, 2023 and September 15, 2023, the Company received conversion notices
from Streeterville Capital, LLC (“Streeterville”), who is a shareholder of our Class A common stock, evidencing Streeterville’s
desire convert $50,000, $500,000 and $1,000,000, respectively, principal amount of the Company’s convertible senior notes issued
to Streeterville under the Streeterville Unsecured SPA and for the Company to issue 14,534 shares, 186,724 shares, and 373,449 shares,
respectively, of Class A common stock pursuant to such conversion notices. The 14,534 shares, 186,724 shares and 373,449 shares of Class
A common stock were issued to Streeterville on September 13, 2023, September 15, 2023 and September 18, 2023, respectively, via electronic
transfer after receiving the necessary electronic request from the broker.
Pursuant to the Secured SPA, on September 11, 2023 and September
12, 2023, the Company received a conversion notice from FF Simplicity evidencing FF Simplicity’s desire to convert $1,000,000.00
and $771,713.00 principal amount of the Company’s convertible senior secured notes issued under the Secured SPA and for the Company
to issue 389,553 shares and 300,624 shares, respectively, of Class A common stock pursuant to such conversion notice. The 389,553 shares
and 300,624 shares, respectively, of Class A common stock were issued to FF Simplicity on September 12, 2023 via electronic transfer
after receiving the necessary electronic request from the broker.
As previously disclosed by the Company in its Current Report on
Form 8-K filed with the SEC on May 10, 2023, the Company entered into that certain Securities Purchase Agreement, dated as of May 8,
2023, with the Company and purchasers from time-to-time party thereto (the “Unsecured SPA”). Pursuant to the Unsecured SPA,
on September 12, 2023, the Company received a conversion notice from V W Investment Holding Limited (“V W”), evidencing V
W’s desire to convert $1,422,222.00 principal amount of the Company’s convertible senior notes issued to V W under the Unsecured
SPA and for the Company to issue 562,091 shares of Class A common stock pursuant to such conversion notice. The 562,091 shares of Class
A common stock are in the process of being issued to V W.
Pursuant to the Secured SPA, on September 12, 2023, the Company
received a conversion notice from RAAJJ evidencing RAAJJ’s desire to convert $14,217.00 principal amount of the Company’s
convertible senior secured note issued to RAAJJ under the Secured SPA and for the Company to issue 5,619 shares of Class A common stock
pursuant to such notice. The 5,619 shares of Class A common stock were issued to RAAJJ on September 15, 2023 via electronic transfer
after receiving the necessary electronic request from the broker.
Pursuant to the Unsecured SPA, on September 14, 2023, the Company
received conversion notices from Senyun, who is a shareholder of our Class A common stock, evidencing Senyun’s desire to convert
$6,475,200.00 principal amount of the Company’s convertible senior secured notes issued under the Unsecured SPA and for the Company
to issue 2,559,134 shares of Class A common stock pursuant to such conversion notice. The 2,559,134 shares of Class A common stock are
in the process of being issued to Senyun.
Based on the representations of the
holders in the Secured SPA, Streeterville Unsecured SPA, Unsecured SPA and SEPA and the structuring of the offerings, these securities
were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under
Section 4(a)(2) of the Securities Act.
The issuance of these shares totaled
more than 5% of the Company’s outstanding common stock since the Company’s last Item 3.02 Current Report on Form 8-K, which
necessitated the filing of this Current Report.
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 |
104 |
|
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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: September 18, 2023 |
By: |
/s/ Jonathan Maroko |
|
Name: |
Jonathan Maroko |
|
Title: |
Interim Chief Financial Officer |
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Faraday Future Intelligent Electric Inc.
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