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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): August 31, 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.)

 

1990 E. Grand Avenue    
El Segundo, CA   90245
(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

 

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 1.01 Entry into a Material Definitive Agreement.

 

On August 31, 2026, Faraday Future Intelligent Electric Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”) entered into incremental warrant termination agreements (each, an “Agreement” and collectively, the “Agreements”) with holders (collectively, the “Incremental Warrant Holders”) of certain of the Company’s outstanding incremental warrants (collectively, the “Incremental Warrants”), issued pursuant to a securities purchase agreement by and between the Company and the Incremental Warrant Holders, dated as of March 21, 2025 (as amended, the “March SPA”).

 

Pursuant to the Agreements, the Company and the Incremental Warrant Holders mutually agreed to terminate Incremental Warrants exercisable for (i) convertible promissory notes with an aggregate principal amount of $21,021,369, convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”); (ii) Common Stock purchase warrants; and (iii) shares of the Company’s Series B preferred stock, par value $0.0001 per share.

 

The foregoing summary of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The Current Reports on Form 8-K describing the March SPA, amendment to the March SPA and the transactions contemplated thereby were filed by the Company with Securities and Exchange Commission on March 24, 2025, August 21, 2026 and August 24, 2026, and are incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

The disclosure included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On September 1, 2026, the Company issued a press release with respect to the Agreements disclosed under Item 1.01 above. A copy of such press release is furnished hereto as Exhibit 99.1, 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.

 

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
10.1   Form of Incremental Warrant Termination Agreement
99.1   Press Release Dated September 1, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 3, 2026 By: /s/ Koti Meka
  Name:  Koti Meka
  Title: Chief Financial Officer

 

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