FFIE Reports Material Definitive Agreement & Equity Sales

TL;DR

FFIE inked a deal, sold shares, and has new financial obligations. Big moves happening.

AI Summary

Faraday Future Intelligent Electric Inc. (FFIE) entered into a material definitive agreement on September 4, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities and made a Regulation FD disclosure. This filing indicates significant financial and corporate actions are underway.

Why It Matters

This filing signals significant financial maneuvers and potential dilution for Faraday Future, impacting its financial obligations and shareholder structure.

Risk Assessment

Risk Level: high — The company is engaging in material definitive agreements, creating financial obligations, and selling equity, which can indicate financial distress or significant strategic shifts.

Key Numbers

• 20240904 — Report Date (Date of earliest event reported)

Key Players & Entities

• FARADAY FUTURE INTELLIGENT ELECTRIC INC. (company) — Filer
• Property Solutions Acquisition Corp. (company) — Former Company Name
• 0001805521 (company) — Central Index Key

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share FFIE The Nasdaq Stock Mar
• $110,400.00 — A common stock at an exercise price of $110,400.00 per share FFIEW The Nasdaq Stock Ma
• $30 million — e agreed to purchase, for approximately $30 million (collectively, the "Purchase Price"), o
• $22.5 million — urchase Price"), of which approximately $22.5 million will be paid in cash and approximately
• $7.5 million — will be paid in cash and approximately $7.5 million will be converted from a previous loan
• $5.24 — ock, at a conversion price per share of $5.24 (the "Conversion Price"), subject to ad
• $6 — of Common Stock at an exercise price of $6.29, subject to adjustment under certain

Filing Documents

• ea0213532-8k_faraday.htm (8-K) — 59KB
• ea021353201ex4-1_faraday.htm (EX-4.1) — 111KB
• ea021353201ex4-2_faraday.htm (EX-4.2) — 56KB
• ea021353201ex4-3_faraday.htm (EX-4.3) — 110KB
• ea021353201ex4-4_faraday.htm (EX-4.4) — 355KB
• ea021353201ex10-1_faraday.htm (EX-10.1) — 430KB
• ea021353201ex10-2_faraday.htm (EX-10.2) — 272KB
• ea021353201ex10-3_faraday.htm (EX-10.3) — 147KB
• ea021353201ex99-1_faraday.htm (EX-99.1) — 22KB
• ea021353201ex99-2_faraday.htm (EX-99.2) — 4KB
• 0001213900-24-076294.txt ( ) — 2140KB
• ffie-20240904.xsd (EX-101.SCH) — 4KB
• ffie-20240904_def.xml (EX-101.DEF) — 26KB
• ffie-20240904_lab.xml (EX-101.LAB) — 36KB
• ffie-20240904_pre.xml (EX-101.PRE) — 25KB
• ea0213532-8k_faraday_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 5, 2024, Faraday Future Intelligent Electric Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional investors as purchasers (the "Investors"). Pursuant to the Purchase Agreement, the Company has agreed to sell, and the Investors have agreed to purchase, for approximately $30 million (collectively, the "Purchase Price"), of which approximately $22.5 million will be paid in cash and approximately $7.5 million will be converted from a previous loan to the Company, certain secured promissory notes (the "Secured Notes"), warrants (the "Warrants") and incremental warrants (the "Incremental Warrants", together with the Secured Notes, the Warrants, the "Financing Documents") in two closings. The initial closing is expected to occur on or around September 11, 2024, subject to the satisfaction of certain closing conditions. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Secured Notes. Secured Notes Maturity Date; Interest. Pursuant to the Secured Notes, interest shall commence accruing on the date thereof at the interest rate of 10% per annum (the "Interest Rate") and shall be computed on the basis of a 360-day year and twelve 30-day months and shall be payable on a Conversion Date with respect to the Conversion Amount being converted on such Conversion Date, with any remaining accrued and unpaid Interest payable on the fifth anniversary of the issuance date thereof (the "Maturity Date") (each, an "Interest Date"). Interest shall be payable on each Interest Date, to the noteholders on the applicable Interest Date, in shares of Common Stock of the Company, par value $0.0001 per share ("Common Stock") so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option following notice to the noteholders, pay Interest on any Interest Date i

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The description of the Secured Notes, Warrants, Incremental Warrants and PA Warrants issued by the Company described in Item 1.01 is incorporated herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 5, 2024, the Company issued two press releases with respect to the offering set forth in Item 1.01 above, and the matter set forth in Item 8.01 below, respectively . A copy of each press release is furnished hereto as Exhibit 99.1 and Exhibit 99.2, respectively and incorporated herein by reference. The information in this Item 7.01 of this report (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events On September 4, 2024, the Company received a letter from the Office of the General Counsel of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it has regained compliance with the Nasdaq Capital Market's minimum bid price requirement and periodic filing requirement (the "Periodic Filing Rule") as required by the Hearing Panel's (the "Panel") decision dated June 26, 2024, as amended. The Company will be subject to a mandatory panel monitor for a period of one (1) year from September 4, 2024. If within that one-year monitoring period, the Nasdaq Listing Qualifications staff (the "Staff") finds the Company again out of compliance with the Periodic Filing Rule that was the subject of the exception, the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to the Nasdaq Listing Rules 5810(c)(3). The Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company's securities may be at that time delisted from the Nasdaq.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Incremental Warrant 4.3 Form of Placement Agent Warrant 4.4 Form of Secured Convertible Note 10.1 Securities Purchase Agreement, dated September 5, 2024, by and among Faraday Future Intelligent Electric Inc. and the parties thereto. 10.2 Form of Security Agreement 10.3 Subordination and Intercreditor Agreement, dated September 5, 2024, by and among Faraday Future Intelligent Electric Inc. and the parties thereto. 99.1 Press release dated September 5, 2024 , to announce that the Company has secured the new financial commitment. 99.2 Press release dated September 5, 2024, to announce that the Company has regained Nasdaq compliance. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 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 6, 2024 By: /s/ Jonathan Maroko Name: Jonathan Maroko Title: Interim Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR