Faraday Future Files 8-K on Key Corporate Actions

TL;DR

FFIE filed an 8-K on 9/19 detailing material agreements, bylaw changes, and shareholder votes.

AI Summary

On September 19, 2025, Faraday Future Intelligent Electric Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, modifications to security holder rights, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. The filing also includes a Regulation FD disclosure and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate governance and contractual developments for Faraday Future, potentially impacting its operational and financial future.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes to security holder rights, which can introduce significant operational or financial risks.

Key Numbers

• 20250919 — Report Date (Date of earliest event reported)
• 20250925 — Filing Date (Date the report was filed)

Key Players & Entities

• FARADAY FUTURE INTELLIGENT ELECTRIC INC. (company) — Filer
• Property Solutions Acquisition Corp. (company) — Former Company Name
• 0001213900-25-091355 (document_id) — Accession Number

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share FFAI The Nasdaq Stock Mar
• $110,400.00 — A common stock at an exercise price of $110,400.00 per share FFAIW The Nasdaq Stock Ma
• $40.7 m — pany has agreed to invest approximately $40.7 million, in the form of (A) cash (the "Ca
• $0.001 — (i) Qualigen's common stock, par value $0.001 per share (the "Qualigen Common Stock,"
• $2.246 — Shares"), at a purchase price equal to $2.246 per Common Share (the "Common Share Pur
• $1,000.00 — ), if any, at a purchase price equal to $1,000.00 per Series B Preferred Share. The closi
• $1,000 b — gen Common Stock determined by dividing $1,000 by 2.246. Dividends . Each share of Seri
• $1,000 — surplus, of Qualigen an amount equal to $1,000, plus any accrued and unpaid dividends

Filing Documents

• ea0258559-8k_faraday.htm (8-K) — 70KB
• ea025855901ex3-1_faraday.htm (EX-3.1) — 14KB
• ea025855901ex3-2_faraday.htm (EX-3.2) — 10KB
• ea025855901ex10-1_faraday.htm (EX-10.1) — 246KB
• ea025855901ex10-2_faraday.htm (EX-10.2) — 49KB
• ea025855901ex10-3_faraday.htm (EX-10.3) — 179KB
• ea025855901ex99-1_faraday.htm (EX-99.1) — 15KB
• ea025855901ex99-2_faraday.htm (EX-99.2) — 26KB
• 0001213900-25-091355.txt ( ) — 962KB
• ffai-20250919.xsd (EX-101.SCH) — 4KB
• ffai-20250919_def.xml (EX-101.DEF) — 26KB
• ffai-20250919_lab.xml (EX-101.LAB) — 36KB
• ffai-20250919_pre.xml (EX-101.PRE) — 25KB
• ea0258559-8k_faraday_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 19, 2025 (the "Signing Date"), Faraday Future Intelligent Electric Inc. (the "Company") entered into a Subscription Agreement (the "Subscription Agreement") with Qualigen Therapeutics, Inc., a Delaware corporation ("Qualigen"). On the same day, the Company also entered into a Lead Investor Agreement (the "Lead Investor Agreement," and, collectively with the Subscription Agreement, the "Agreements") with Qualigen. Pursuant to the Agreements, the Company has agreed to invest approximately $40.7 million, in the form of (A) cash (the "Cash Purchase Price"), (B) cryptocurrency stablecoin commonly referred to as USDC ("USDC"), and/or (C) other cryptocurrencies, for (i) Qualigen's common stock, par value $0.001 per share (the "Qualigen Common Stock," and such purchased shares, the "Common Shares"), at a purchase price equal to $2.246 per Common Share (the "Common Share Purchase Price") and/or (ii) a number of shares of Qualigen's Series B preferred stock, par value $0.001 per share (the "Series B Preferred Stock," and such purchased shares, the "Series B Preferred Shares" and together with the Common Shares and the Conversion Shares (as defined below), the "Securities"), if any, at a purchase price equal to $1,000.00 per Series B Preferred Share. The closing (the "Closing", the date of the Closing, the "Closing Date") is expected to occur on or about September 29, 2025, subject to the satisfaction or waiver of the customary closing condition listed under the Subscription Agreement. Company Board Representation and Management Pursuant to the Lead Investor Agreement, Qualigen shall appoint two directors designated by the Company upon the Closing, and the other two shall be appointed (i) upon Qualigen's receipt of stockholder approval following the Closing, and (ii) within five (5) Business Days of the receipt of a written request of the Company. The Company shall have the right to designate as nominees f

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders On September 23, 2025, the Company filed an amendment (the "Certificate of Amendment") to the Company's Third Amended and Restated Certificate of Incorporation (as amended, the "Charter") with the office of the Secretary of State of the State of Delaware (the "Delaware SOS") to effect (i) an increase in the number of authorized shares of common stock, par value $0.0001 per share, of the Company ("FFAI Common Stock") from 167,245,313 to 232,470,985 shares, and (ii) an increase in the number of authorized shares of preferred stock, par value $0.0001 per share, of the Company ("FFAI Preferred Stock") from 12,900,000 to 17,931,000 shares, increasing the total number of authorized shares of FFAI Common Stock and FFAI Preferred Stock from 180,145,313 shares to 250,401,985 shares. The filing of the Certificate of Amendment was authorized by the stockholders of the Company at the Company's Special Meeting (as defined below). The foregoing description of the Certificate of Amendment is a summary and is qualified in its entirety by the terms of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

03 Amendment

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. On September 23, 2025, prior to the Company's filing of the Certificate of Amendment with the office of the Delaware SOS, the Company filed a Certificate of Elimination (the "Certificate of Elimination") with the Delaware SOS with respect to the Company's Series A Preferred Stock, par value $0.0001 per share ("FFAI Series A Preferred Stock"), following the automatic redemption of all outstanding shares of FFAI Series A Preferred Stock after the conclusion of the Company's Special Meeting (as defined below). The Certificate of Elimination (i) eliminated the previous designation of one (1) share of FFAI Series A Preferred Stock from the Charter, which was not outstanding at the time of filing, and (ii) caused such share of FFAI Series A Preferred Stock to resume its status as an authorized but unissued and non-designated share of preferred stock. 3 The foregoing description of the Certificate of Elimination is a summary and is qualified in its entirety by the terms of the Certificate of Elimination, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 19, 2025, the Company held a special meeting of stockholders (the "Special Meeting"). The purpose of the Special Meeting was described in the Company's definitive proxy statement as filed with the Securities and Exchange Commission on August 18, 2025 (the "Definitive Proxy Statement"). As of August 6, 2025, the record date for the Special Meeting (the "Record Date"), 152,397,028 shares were entitled to vote (collectively, the "Voting Shares"), consisting of 147,204,145 shares of FFAI Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), 6,667 shares of FFAI Class B Common Stock, par value $0.0001 per share (together with the Class A Common Stock, the "FFAI Common Stock"), 5,186,215 shares of Series B Preferred Stock and one share of FFAI Series A Preferred Stock. A total of 69,048,048 shares of FFAI Common Stock and Series B Preferred Stock and one share of the FFAI Series A Preferred Stock were present at the Special Meeting, by virtual attendance or by proxy, which represents approximately 45.31% of the Voting Shares (constituting a quorum), as of the Record Date. Set forth below are the final voting results, based on the certified final report provided by the inspector of elections of the Special Meeting, for Proposal 1, Proposal 2, Proposal 3, Proposal 4 and Proposal 5 (collectively, the "Proposals"), each of which is set forth below and described in detail in the Definitive Proxy Statement. Proposal 1: Share Authorization Proposal The Company's stockholders approved an amendment to the Charter, to increase the number of authorized shares of FFAI Common Stock by 65,225,672, from 167,245,313 to 232,470,985 (representing an increase of approximately 39%), and increase the number of authorized shares of FFAI Preferred Stock, by 5,031,000 shares, from 12,900,000 to 17,931,000, so that the total number of authorized shares of the FFAI Common Stock and FFAI Pre

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On September 19, 2025 and September 21, 2025, the Company issued two press releases with respect to the transactions set forth in Item 1.01 of this Current Report on Form 8-K. 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 Current Report on Form 8-K (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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Faraday Future Intelligent Electric Inc. 3.2 Certificate of Elimination of Series A Preferred Stock. 10.1 Subscription Agreement, dated September 19, 2025. 10.2 Lead Investor Agreement, dated September 19, 2025. 10.3 Registration Rights Agreement, dated September 19, 2025. 99.1 Press release dated September 19, 2025. 99.2 Press release dated September 21, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6 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 25, 2025 By: /s/ Koti Meka Name: Koti Meka Title: Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR