FARADAY FUTURE INTELLIGENT ELECTRIC INC.

false 0001805521 0001805521 2026-05-22 2026-05-22 0001805521 FFAI:ClassCommonStockParValue0.0001PerShareMember 2026-05-22 2026-05-22 0001805521 FFAI:RedeemableWarrantsExercisableForSharesOfClassCommonStockAtExercisePriceOf110400.00PerShareMember 2026-05-22 2026-05-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): May 22, 2026 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 FFAI The Nasdaq Stock Market LLC Redeemable warrants, exercisable for shares of Class A common stock at an exercise price of $110,400.00 per share FFAIW 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 5.07 Submission of Matters to a Vote of Security Holders. On May 22, 2026, the Company held an annual meeting of stockholders (the “Annual Meeting”). The purpose of the Annual Meeting was described in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on April 28, 2026 (the “Definitive Proxy Statement”). As of April 15, 2026, the record date for the Annual Meeting (the “Record Date”), there were 303,554,913 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), 6,667 shares of Class B common stock, par value $0.0001 per share ( the “Class B Common Stock” and together with Class A Common Stock, the “Common Stock”), 5,695,515 shares of Series B preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), 11,502 shares of Series C Convertible Preferred Stock par value $0.0001 per share (the “Series C Preferred Stock”), with each share of Series C Preferred Stock having 3,846 votes, and one share of Series A preferred stock, par value $0.0001 per share (the “Series A Preferred Stock” and collectively with the Common Stock, Series B Preferred Stock and Series C Preferred Stock, the “Voting Shares”) outstanding and entitled to vote. A total of 130,801,521 shares of Common Stock, Series B Preferred Stock and Series C Preferred Stock and one share of the Series A Preferred Stock were present at the Annual Meeting, by virtual attendance or by proxy, which represents approximately 42.29% 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 Annual Meeting, for Proposal 1, Proposal 2, Proposal 3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8 and Proposal 9 (collectively, the “Proposals”), each of which is set forth below and described in detail in the Definitive Proxy Statement. Proposal 1: Direct Election Proposal The Company’s stockholders elected each of the five director nominees, Jiawei Wang, Xiao Jiang, Kevin Chen, Chad Chen and Lev Peker, to hold office until the 2027 annual meeting of stockholders and until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes Jiawei Wang 69,010,038 2,149,671 193,704 103,682,297 Xiao Jiang 68,679,012 2,495,590 178,811 103,682,297 Chad Chen 65,269,712 5,858,861 224,840 103,682,297 Kevin Chen 68,040,068 3,107,564 205,781 103,682,297 Lev Peker 62,949,057 8,190,401 213,955 103,682,297 Proposal 2: Note Purchase Proposal The Company’s stockholders approved the issuance of Class A Common Stock to holders of certain promissory notes, in accordance with Nasdaq Listing Rule 5635(d). The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 67,393,685 3,791,621 168,107 103,682,297 1 Proposal 3: Share Issuance Proposal The Company’s stockholders approved the issuance of Class A Common Stock to holders of certain shares of preferred stock and warrants, in accordance with Nasdaq Listing Rule 5635(d). The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 23,132,465 3,813,395 170,861 103,682,297 Proposal 4: Incentive Plan Proposal The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of Class A Common Stock available for issuance under the 2021 Plan by an additional 50,492,075 shares. The final voting results are as follows: Votes For Votes Against Abstentions Broker Non-Votes 60,488,485 10,706,602 158,326 103,682,297 Proposal 5: Share Authorization Proposal The Company’s stockholders approved an amendment to the Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to increase the number of authorized shares of Common Stock by 140,528,448, from 312,285,439 shares to 452,813,887 shares (representing an increase of 45%), and increase the number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by 10,839,269 shares, from 24,087,265 shares to 34,926,534 shares, so that the total number of authorized shares of Company’s Common Stock and Preferred Stock will be increased from 336,372,704 shares to 487,740,421 shares. Pursuant to the Charter, the Company currently has 24,087,265 shares of its Preferred Stock and 312,285,439 shares of Common Stock authorized, including (i) 307,855,751 shares of Class A Common Stock and (ii) 4,429,688 shares of Class B Common Stock. The final voting results, including 10,000,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of Common Stock, are as follows: Votes For Votes Against Abstentions Broker Non-Votes 8,039,712,675 2,008,308,966 23,331,772 103,682,297 Proposal 6: Reverse Stock Split Proposal The Company’s stockholders approved an amendment to the Charter to effect a reverse stock split of the Common Stock by a ratio of any whole number in the range up to 1-for-150, with such ratio to be determined in the discretion of the Company’s board of directors (the “Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Annual Meeting. The final votin