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): April 14, 2023
Faraday Future Intelligent Electric Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39395 | 84-4720320 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 18455 S.
Figueroa Street |
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 | ||
| The Stock Market LLC | ||||
| The 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 5.07. Submission of Matters to a Vote of Security Holders.
On April 14, 2023, Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), held its 2023 annual meeting of stockholders (the “Annual Meeting”). Of the 736,681,550 shares of Company common stock outstanding as of the record date of February 14, 2023, 400,320,593 shares were represented at the Annual Meeting, either in person or by proxy, constituting a quorum. The Annual Meeting was held as required by Nasdaq Listing Rule 5620(a) and to regain compliance with the listing rules.
Based on the certified final voting report provided by the inspector of elections, at the Annual Meeting, the Company’s stockholders elected each of Adam (Xin) He, Xuefeng Chen, Chui Tin Mok, Chad Chen, Li Han, Jie Sheng and Ke Sun to the board of directors of the Company and approved Proposal 2, as described in the Company’s definitive proxy statement for the Annual Meeting on Schedule 14A, which was filed with the Securities and Exchange Commission on March 17, 2023.
The proposals voted on by the Company stockholders at the Annual Meeting and the final results of those votes are as set forth below:
Proposal 1
Stockholders elected each of seven directors, Adam (Xin) He, Xuefeng Chen, Chui Tin Mok, Chad Chen, Li Han, Jie Sheng and Ke Sun, to hold office on the board of directors of the Company until the 2024 annual meeting of stockholders and until respective successors have been duly elected and qualified, or until their earlier death, resignation or removal.
| For | Against | Abstain/Withhold | Broker Non-Votes | |||||
| Adam (Xin) He | 241,509,678 | 2,753,130 | 250,198 | 155,807,587 | ||||
| Xuefeng Chen | 242,449,983 | 1,849,165 | 213,858 | 155,807,587 | ||||
| Chad Chen | 242,210,476 | 1,975,423 | 327,107 | 155,807,587 | ||||
| Li Han | 238,209,903 | 5,969,124 | 333,979 | 155,807,587 | ||||
| Chui Tin Mok | 239,857,505 | 4,379,848 | 275,653 | 155,807,587 | ||||
| Jie Sheng | 242,209,173 | 1,983,504 | 320,329 | 155,807,587 | ||||
| Ke Sun | 242,178,598 | 1,960,543 | 373,865 | 155,807,587 |
Proposal 2
Stockholders ratified the selection of Mazars USA LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023.
| For | Against | Abstain | Broker Non-Votes | |||
| 398,238,649 | 1,842,968 | 238,976 | N/A |
Item 7.01. Regulation FD Disclosure.
On April 18, 2023, the Company issued a press release announcing the final results of the Annual Meeting. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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 | |
| 99.1 | Press Release dated April 18, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: April 18, 2023 | By: | /s/ Yun Han |
| Name: | Yun Han | |
| Title: | Interim Chief Financial Officer | |
2
Exhibit 99.1
Faraday Future Announces Results of Annual Meeting of Stockholders
| ● | Stockholders voted to appoint seven members to the Company’s board of directors for a one-year term to serve and hold office until the 2024 annual meeting of stockholders |
| ● | Stockholders ratified the selection of Mazars US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023 |
Los Angeles, CA (April 18, 2023) -- Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) (“Faraday Future,” “FF,” or “Company”), a California-based global shared intelligent electric mobility ecosystem company, today announced that FF stockholders approved proposals to name each of Adam (Xin) He, Xuefeng Chen, Chui Tin Mok, Chad Chen, Li Han, Jie Sheng and Ke Sun to the board of directors of the Company to serve and hold office until the 2024 annual meeting of stockholders. Furthermore, FF stockholders ratified the selection of Mazars US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
Faraday Future started the production of its FF 91 Vehicle on March 30th at its FF ieFactory in Hanford, California and announced the first production vehicle coming off the line on Friday April 14th, 2023. A link to the off-the-line event can be found at: https://www.youtube.com/watch?v=HUFGgdah-g8h
FF 91 Vehicle
The FF 91 Vehicle is the only Ultimate Intelligent TechLuxury electric vehicle embodying the next-gen disruptive technology, tailored for the ultra-spire user. The FF 91 Vehicle features an industry-leading 1,050 horsepower, an EPA-certified range of 381 miles, and 0-60 mph acceleration in 2.27 seconds. It provides users a unique rear cabin intelligent Internet system, and a revolutionary user experience designed to create a mobile, connected, intelligent, and luxurious third Internet living space and user mobility ecosystem. Significant recent upgrades of systems and components to FF 91 – both in the EV area (powertrain, battery, charging, chassis, and interior) and I.A.I. area (Computing, sensing, communication, user interface) make FF 91 a leader in the ultra-luxury segment. The FF 91 Vehicle is the Company’s first production vehicle and flagship model that will be offered in both the U.S. and China markets.
Users can preorder an FF 91 Vehicle via the FF Intelligent App or through our website (English): https://www.ff.com/us/preorder/ or
(Chinese): https://www.ff.com/cn/preorder/
Download the new FF Intelligent App (English): https://apps.apple.com/us/app/id1454187098 or https://play.google.com/store/apps/details?id=com.faradayfuture.online, (Chinese): http://appdownload.ff.com
ABOUT FARADAY FUTURE
FF is the pioneer of the Ultimate Intelligent TechLuxury ultra spire market in the intelligent EV era, and a disruptor of the traditional ultra-luxury car industry. FF is not just an EV company, but also a software-driven company of intelligent internet AI product.
FOLLOW FARADAY FUTURE:
https://www.ff.com/
http://appdownload.ff.com
https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/
www.linkedin.com/company/faradayfuture
NO OFFER OR SOLICITATION
This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
2
FORWARD LOOKING STATEMENTS
This press release includes “forward looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements, which include, among other things, statements regarding the anticipated start of delivery plan for our FF 91 Vehicle, additional funding and timing for receipt thereof (including required parts and completion of crash tests), are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include whether the Amended Shareholder Agreement between the Company and FF Top, dated as of January 13, 2023, complies with the listing requirements of The Nasdaq Stock Market LLC, the market performance of the shares of the Company’s common stock; the Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the Company’s ability to satisfy the conditions precedent and close on the various financings previously disclosed by the Company and any future financings, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s ability to amend its certificate of incorporation to permit sufficient authorized shares to be issued in connection with the Company’s existing and contemplated financings; whether the Company and the City of Huanggang could agree on definitive documents to effectuate the non-binding Cooperation Framework Agreement; the Company’s ability to remain in compliance with its public filing requirements under the Securities Exchange Act of 1934, as amended; the outcome of the SEC investigation relating to the matters that were the subject of the Special Committee investigation and other litigation involving the Company; the Company’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; the Company’s estimates of the size of the markets for its vehicles and cost to bring those vehicles to market; the rate and degree of market acceptance of the Company’s vehicles; the success of other competing manufacturers; the performance and security of the Company’s vehicles; potential litigation involving the Company; the result of future financing efforts and general economic and market conditions impacting demand for the Company’s products; recent cost, headcount and salary reduction actions may not be sufficient or may not achieve their expected results; and the ability of the Company to attract and retain directors and employees. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Company’s registration statement on Form S-1 filed on March 20, 2023, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Investors
(English): ir@faradayfuture.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com
Source: Faraday Future Intelligent Electric Inc.
3