FFIE Files 8-K: Material Agreements, Equity Sales, Bylaw Changes

TL;DR

FFIE dropped an 8-K detailing new deals, stock sales, and bylaw tweaks – big moves ahead.

AI Summary

On January 28, 2025, Faraday Future Intelligent Electric Inc. (FFIE) filed an 8-K detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company also filed financial statements and exhibits related to these changes.

Why It Matters

This 8-K filing indicates significant corporate actions by Faraday Future, potentially impacting its financial structure, shareholder rights, and operational agreements.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 11.50 — Warrant Exercise Price (Redeemable warrants are exercisable for shares of Class Common Stock at an exercise price of $11.50 per share.)

Key Players & Entities

• FARADAY FUTURE INTELLIGENT ELECTRIC INC. (company) — Filer
• FFIE (company) — Ticker Symbol
• January 28, 2025 (date) — Date of earliest event reported
• Property Solutions Acquisition Corp. (company) — Former Company Name
• 0001213900-25-008535 (document_id) — Accession Number

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
• $100.00 — o the Purchaser for a purchase price of $100.00. The closing of the sale and purchase o
• $30 m — s agreed to purchase, for approximately $30 million, certain secured promissory notes
• $5 — d Notes at a conversion price less than $5.24, the initial conversion price of the
• $1.048 — ue-Up Date, and (ii) the greater of (x) $1.048 and (y) the lowest of the five (5) VWAP
• $1 — d Notes at a conversion price less than $1.16, the initial conversion price of the
• $100 — not in part, for a redemption price of $100.00, payable out of funds lawfully avail

Filing Documents

• ea0229223-8k_faraday.htm (8-K) — 53KB
• ea022922301ex3-1_faraday.htm (EX-3.1) — 35KB
• ea022922301ex10-1_faraday.htm (EX-10.1) — 25KB
• ea022922301ex10-2_faraday.htm (EX-10.2) — 25KB
• ea022922301ex10-3_faraday.htm (EX-10.3) — 39KB
• ex3-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-25-008535.txt ( ) — 438KB
• ffie-20250128.xsd (EX-101.SCH) — 4KB
• ffie-20250128_def.xml (EX-101.DEF) — 26KB
• ffie-20250128_lab.xml (EX-101.LAB) — 36KB
• ffie-20250128_pre.xml (EX-101.PRE) — 25KB
• ea0229223-8k_faraday_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase Agreement On January 28, 2025, Faraday Future Intelligent Electric Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with Matthias Aydt (the "Purchaser"), pursuant to which the Company agreed to issue and sell one (1) share of the Company's newly designated Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), to the Purchaser for a purchase price of $100.00. The closing of the sale and purchase of the share of Series A Preferred Stock was completed on January 28, 2025. Additional information regarding the rights, preferences, privileges and restrictions applicable to the Series A Preferred Stock is set forth under Item 5.03 of this Current Report on Form 8-K. Pursuant to the Purchase Agreement, the Purchaser has agreed to cast the votes represented by the share of Series A Preferred Stock on the Share Authorization Proposal (defined below) in the same proportion as shares of Class A common stock, par value $0.0001 per share, of the Company (the "Class A Common Stock") and shares of Class B common stock, par value $0.0001 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") are voted (excluding any shares of Common Stock that are not voted, whether due to abstentions, broker non-votes or otherwise) on the Share Authorization Proposal; provided, that unless and until at least one-third (1/3rd) of the outstanding shares of Common Stock on the record date established for the meeting of stockholders at which the Share Authorization Proposal is presented are present in person or represented by proxy at such meeting, the Purchaser will not vote the share of Series A Preferred Stock on the Share Authorization Proposal. The "Share Authorization Proposal" means any proposal approved by the Company's Board of Directors (the "Board") and submitted to the stockholders of the Company to adopt an a

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Purchaser is an "accredited investor" and the offer and sale of the share of Series A Preferred Stock was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure included in Item 5.03 related to the Series A Certificate of Designation (as defined below) is incorporated into this Item 3.03 by reference. Prior to the issuance of the Series A Preferred Stock, stockholder approval of the Share Authorization Proposal required the affirmative approval of a majority of the voting power of the outstanding shares of Common Stock. Following the issuance of the Series A Preferred Stock, stockholder approval of the Share Authorization Proposal requires affirmative approval from a majority of the voting power of the shares of Common Stock and the share of Series A Preferred Stock, voting together as a single class. The Purchaser will cast the votes represented by the share of Series A Preferred Stock on the Share Authorization Proposal in a manner that mirrors the votes cast by holders of Common Stock on the Share Authorization Proposal. Prior to the issuance of the share of Series A Preferred Stock, abstentions and any other non-votes would have had the same effect as a vote against the Share Authorization Proposal. Following the issuance of the share of Series A Preferred Stock, abstentions and any other non-votes on the Share Authorization Proposal will still technically have the same effect as a vote against such proposal, but because the share of Series A Preferred Stock has a high number of votes and will vote in a manner that mirrors votes actually cast by the holders of Common Stock (which does not include abstentions or any other non-votes), abstentions and any other non-votes will have no effect on the manner in which the Series A Preferred Stock votes are cast. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designation of Preferences Designating the Series A Preferred Stock On January 23, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A P

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 Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, dated January 22, 2025. 10.1 September Letter Agreement, dated January 28, 2025, by and between the Company and the purchasers party thereto. 10.2 December Letter Agreement, dated January 28, 2025, by and between the Company and the purchasers party thereto. 10.3 Purchase Agreement dated January 28, 2025, by and between the Company and Matthias Aydt. 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: January 30, 2025 By: /s/ Koti Meka Name: Koti Meka Title: Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR