株探米国株
英語
エドガーで原本を確認する
false --12-31 0001805521 0001805521 2025-08-21 2025-08-21 0001805521 FFAI:ClassCommonStockParValue0.0001PerShareMember 2025-08-21 2025-08-21 0001805521 FFAI:RedeemableWarrantsExercisableForSharesOfClassCommonStockAtExercisePriceOf110400.00PerShareMember 2025-08-21 2025-08-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 21, 2025

 

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   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 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.

 

Amendment to the Certificate of Designation for the Series B Preferred Stock

 

As previously reported on July 16, 2025, on July 14, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) entered into that certain securities purchase agreement, dated as of July 14, 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 class of the Company’s authorized and unissued series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”). In connection with the initial closing under the SPA, on August 21, 2025, Faraday Future Intelligent Electric, Inc. (the “Company”) filed an amendment No.1 (the “Amendment”) to the 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. The Amendment designates another 3,000,000 shares of the Company’s preferred stock to be the Series B Preferred Stock, and the preferences, rights and limitations remain unchanged, which was summarized and disclosed in the Company’s Current Report on Form 8-K filed with the Commission on April 9, 2025, which is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Amendment No.1 to the 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)

 

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: August 22, 2025 By: /s/ Koti Meka
  Name: Koti Meka
  Title: Chief Financial Officer

 

 

 

2

 

EX-3.1 2 ea025439901ex3-1_faraday.htm AMENDMENT NO.1 TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK

Exhibit 3.1

 

AMENDMENT NO.1

TO

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

SERIES B PREFERRED STOCK

OF

FARADAY FUTURE INTELLIGENT ELECTRIC INC.

 

This Amendment No.1 (this “Amendment No.1”) to the Certificate of Designations, Preferences and Rights of the Series B Preferred Stock (the “Series B COD”) of Faraday Future Intelligent Electric Inc. (the “Company”), dated as of April 3, 2025, as corrected by certain Certificate of Correction to the COD (the “Certificate of Correction” and together with the Series B COD, the “Certificate”), dated as of April 9, 2025, is entered into by the Company as of July 25, 2025.

 

Recitals

 

WHEREAS, on April 3, 2025, the Company filed Series B COD of the Company with the Secretary of State of the State of Delaware (the “Delaware SOS”);

 

WHEREAS, on April 9, 2025, the Company filed a Certificate of Correction with the Delaware SOS, to correct an inaccuracy due to a clerical error; and

 

WHEREAS, the Company wishes to make this Amendment No.1 to amend certain provisions of the Certificate as set forth herein.

 

WHEREAS, on August 21, 2025, a majority of the stockholders holding shares of the Series B Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) of the Company, approved, by written consent, the filing by the Company of this Amendment No.1 with the Delaware SOS.

 

NOW, THEREFORE, in consideration of the foregoing, and of the mutual representations, warranties, covenants, and agreements herein contained, the parties hereto agree as follows:

 

Agreement

 

1. Defined Terms. Unless otherwise indicated herein, all terms which are capitalized but are not otherwise defined herein shall have the meaning ascribed to them in the Certificate.

 

2. Amendments.

 

(i) Section 1 of the Certificate is hereby deleted and replaced in its entirety with the following:

 

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 twelve million (12,000,000). 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.

 

(ii) Section 4 of the Certificate is hereby deleted and replaced in its entirety with the following:

 

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 (A) the unsecured senior unsecured convertible 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; and (B) the senior unsecured convertible notes issued by the Company pursuant to that certain Securities Purchase Agreement, dated as of July 14, 2025, by and among the Company and the purchasers party thereto.

 

3. No Other Amendment. Except for the matters set forth in this Amendment No. 1, all other terms of the Certificate and the shares of Series B Preferred Stock shall remain unchanged and in full force and effect.

 


 

In Witness Whereof, the Company has caused this Amendment No.1 to the 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 21st day of August, 2025.

 

  FARADAY FUTURE INTELLIGENT ELECTRIC INC.
     
  By: /s/ Koti Meka
    Koti Meka
    Chief Financial Officer