Faraday Future Files 8-K on Security Holder Rights

TL;DR

FFIE filed an 8-K on Aug 14th, changes to security holder rights and bylaws. Details TBD.

AI Summary

Faraday Future Intelligent Electric Inc. filed an 8-K on August 15, 2024, reporting material modifications to security holder rights and other events as of August 14, 2024. The filing also includes amendments to its articles of incorporation or bylaws and a Regulation FD disclosure. Specific details regarding the nature of these modifications and disclosures are not fully elaborated in the provided text.

Why It Matters

This filing indicates significant changes in the rights of Faraday Future's security holders and potential amendments to its corporate structure, which could impact investors and the company's operations.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and potential amendments to bylaws, which can introduce uncertainty and affect shareholder value.

Key Players & Entities

• Faraday Future Intelligent Electric Inc. (company) — Filer of the 8-K report
• August 14, 2024 (date) — Earliest event date reported in the 8-K
• August 15, 2024 (date) — Filing date of the 8-K
• Property Solutions Acquisition Corp. (company) — Former name of Faraday Future Intelligent Electric Inc.

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share FFIE The Nasdaq Stock Mar
• $2,760.00 — A common stock at an exercise price of $2,760.00 per share FFIEW The Nasdaq Stock Ma
• $110,400.00 — A Common Stock at an exercise price of $110,400.00 per share of Class A Common Stock. No

Filing Documents

• ea0211502-8k_faraday.htm (8-K) — 41KB
• ea021150201ex3-1_faraday.htm (EX-3.1) — 14KB
• ea021150201ex99-1_faraday.htm (EX-99.1) — 14KB
• 0001213900-24-069327.txt ( ) — 298KB
• ffie-20240814.xsd (EX-101.SCH) — 4KB
• ffie-20240814_def.xml (EX-101.DEF) — 26KB
• ffie-20240814_lab.xml (EX-101.LAB) — 36KB
• ffie-20240814_pre.xml (EX-101.PRE) — 25KB
• ea0211502-8k_faraday_htm.xml (XML) — 6KB

From the Filing

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 14, 2024 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 $2,760.00 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 3.03 Material Modifications to Rights of Security Holders. On August 14, 2024, Faraday Future Intelligent Electric Inc. (the "Company") filed a fourth 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 1:40 (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 104,245,313 (which is 4,169,812,500 divided by 40, the reverse stock split ratio determined by the Board). The Certificate of Amendment was authorized by the stockholders of the Company at the Company's Annual Meeting of Stockholders held on July 31, 2024. Pursuant to the Certificate of Amendment, effective as of 5:00 p.m., Eastern Time, on August 16, 2024 (the "Effective Time"), every 40 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 104,245,313. 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, will be proportionately adjusted, using the 1-for-40 ratio, rounded down to the nearest whole share. In addition, the exercise price of the then-outstanding options under each of the Plans will be proportionately adjusted, using the 1-for-40 ratio, rounded up to the nearest whole cent. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon exercise or conversion of the Company's outstanding warrants and convertible securities, as well as the applicable exercise or conversion prices. The Company's Class A Common Stock is expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis at the opening of trading on August 19, 2024. The Class A Common Stock will continue trading on the Nasdaq Capital Market under the symbol "FFIE" with a new CUSIP number (307359 885). The Class B Common Stock will also have a new CUSIP number (307359 877). The Company's publicly traded warrants will continue to be traded on the Nasdaq Capital Market under the symbol "FFIEW" and the CUSIP number for the warrants will remain unchanged. However, under the terms of the applicable warrant agreement, the number of shares of Class A Comm

View Full Filing

View this 8-K filing on SEC EDGAR