Faraday Future Amends Bylaws, Modifies Shareholder Rights

TL;DR

**Faraday Future just changed its bylaws and shareholder rights, watch out for what that means for your shares!**

AI Summary

Faraday Future Intelligent Electric Inc. filed an 8-K on February 26, 2024, reporting events from February 23, 2024. The filing indicates material modifications to security holders' rights and amendments to the company's bylaws or articles of incorporation. This suggests potential changes affecting shareholders and the company's governance structure.

Why It Matters

Changes to shareholder rights and corporate bylaws can significantly impact investor control, future equity raises, and the company's operational flexibility, potentially affecting stock valuation.

Risk Assessment

Risk Level: medium — Modifications to security holder rights and corporate bylaws can introduce uncertainty regarding investor influence and future capital structure.

Key Numbers

• $0.0001 — Class Common Stock Par Value (Per share)
• $11.50 — Redeemable Warrants Exercise Price (Per share)

Key Players & Entities

• FARADAY FUTURE INTELLIGENT ELECTRIC INC. (company) — Registrant
• February 23, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• $0.0001 (dollar_amount) — Par value per share of Class Common Stock
• $11.50 (dollar_amount) — Exercise price of redeemable warrants

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share FFIE The Nasdaq Stock Mar
• $11.50 — A common stock at an exercise price of $11.50 per share FFIEW The Nasdaq Stock Ma
• $2,760.00 — A Common Stock at an exercise price of $2,760.00 per share of Class A Common Stock. No

Filing Documents

• ea0200677-8k_faraday.htm (8-K) — 41KB
• ea0200677ex3-1_faraday.htm (EX-3.1) — 13KB
• ea0200677ex99-1_faraday.htm (EX-99.1) — 15KB
• ea0200677ex99-2_faraday.htm (EX-99.2) — 50KB
• 0001213900-24-016665.txt ( ) — 358KB
• ffie-20240223.xsd (EX-101.SCH) — 4KB
• ffie-20240223_def.xml (EX-101.DEF) — 26KB
• ffie-20240223_lab.xml (EX-101.LAB) — 36KB
• ffie-20240223_pre.xml (EX-101.PRE) — 25KB
• ea0200677-8k_faraday_htm.xml (XML) — 6KB

03 Material Modifications to Rights

Item 3.03 Material Modifications to Rights of Security Holders On February 23, 2024, Faraday Future Intelligent Electric Inc. (the "Company") filed a second amendment (the "Certificate of Amendment") to the Company's Third Amended and Restated Certificate of Incorporation (as amended, the "Charter") with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:3 (the "Reverse Stock Split") and to set the number of authorized shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock") to 463,312,500 (which is 1,389,937,500 divided by 3). The Certificate of Amendment was authorized by the stockholders of the Company at the Company's Special Meeting of Stockholders held on February 5, 2024 . Pursuant to the Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on February 29, 2024 (the "Effective Time"), every three shares of the issued and outstanding Common Stock will be automatically converted into one share of Common Stock, without any change in par value per share and the number of authorized shares of Common Stock will be reduced to 463,312,500. At the Effective Time, the number of shares of Common Stock reserved for issuance under the Company's Amended and Restated 2021 Stock Incentive Plan, the Company's Smart King Ltd. Equity Incentive Plan, and the Company's Smart King Ltd. Special Talent Incentive Plan (collectively, the "Plans"), as well as the number of shares subject to the then-outstanding awards under each of the Plans, were proportionately adjusted, using the 1-for-3 ratio, rounded down to the nearest whole share. In addition, the exercise price of the then-outstanding options under each of the Plans was proportionately adjusted, using the 1-for-3 ratio, rounded up to the nearest whole cent. Proportionate adjustments were made to the number of shares of Common Stock issuable upon exercise or conversion of the Company's outstanding warrants and convertible securities,

03 Amendment to Articles of Incorporation

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure set forth under Item 3.03 above is incorporated herein by reference.

01 Regulation FD

Item 7.01 Regulation FD Disclosure. On February 25, 2024 , the Company issued a press release announcing the Reverse Stock Split and authorized share reduction. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated in this Item 7.01 by reference. On February 25, 2024 , Matthias Aydt, Global CEO of the Company, issued an open letter to share an updated master plan 1.1 for the growth of the Company in 2024. A copy of the open letter is attached hereto as Exhibit 99.2, and incorporated in this

01 by reference

Item 7.01 by reference. As provided in General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibits 99.1 and 99.2 furnished hereunder shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. The information provided in Item 5.03 is hereby incorporated by reference. The Company has registration statements on Form S-3 (Nos. 333-271664 , 333-268972 , 333-269729 , 333-268722 , 333-272745 , 333-272354 and 333-274247 ) and registration statements on Form S-8 (File No. 333-266901 , 333-271662 and 333-274248 ) on file with the Securities and Exchange Commission (the "Commission"). Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

01. Financial Statements and Exhibits

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 3.1 Second Certificate of Amendment to Third Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc. 99.1 Company Press Release. 99.2 Open Letter from Matthias Aydt. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: February 26, 2024 By: /s/ Jonathan Maroko Name: Jonathan Maroko Title: Interim Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR