Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE)
(“Faraday Future” or the “Company”), a California-based global
shared intelligent electric mobility ecosystem company, today
announced plans to host an Extraordinary General Meeting of
Stockholders (the “EGM”) on March 7, 2025, to seek approval for
proposals aimed at supporting the Company’s strategic initiatives
and long-term growth. The Company urges all stockholders to vote
FOR all proposals.
Proposal Highlights
- Share Authorization Proposal Approval of an amendment to
the Company’s Charter to increase the number of authorized shares
of Common Stock by 25,000,000, from 104,245,313 to 129,245,313,
representing a 24% increase. This increase is part of a broader
adjustment that will raise the total number of authorized shares,
including Preferred Stock, from 114,245,313 to 139,245,313. The
increase is intended primarily to meet the Company’s obligations to
the holders of certain of the Company’s convertible notes.
- Private Placements Proposal Approval for the issuance of
Common Stock to holders of certain convertible notes and warrants
in accordance with Nasdaq Listing Rule 5635(d). This measure
ensures compliance with regulatory requirements while enabling the
Company to honor its obligations to holders of certain of the
Company’s convertible notes.
- Auditor Ratification Proposal Ratification of
appointment of Macias Gini & O’Connell LLP (“MGO”) as the
Company’s independent registered public accounting firm for the
year ending December 31, 2025.
FF’s request for approval to increase authorized shares
primarily relates to a contractual requirement to convertible notes
investors, among other things. The funds received from holders of
the Company’s convertible notes have helped advance the Faraday X
(“FX”) strategy and the continued delivery of the FF 91 2.0.
Building Confidence in Strategic Direction
The proposed 24% increase in authorized shares reflects a
carefully calibrated approach that balances the Company's immediate
capital needs with stockholder interests. This measured increase is
designed to support three key strategic initiatives: fulfilling
existing commitments to holders of certain of the Company’s
convertible notes, including those issued under the Company’s
recently announced $30 million convertible note financing, and
maintaining flexibility for future strategic opportunities. These
additional resources will support both the development of the FX
mass-market strategy, which represents a significant expansion of
the Company’s addressable market, and the continued production of
the FF 91 2.0.
1. Addressing Concerns & Stock Stability
- The Company is paying the highest attention and priority in
remaining compliant with Nasdaq’s continued listing standards,
including the minimum bid price rule. As long as the Company’s
stock price remain above $1.00, there will be no need for further
measures with respect to the minimum bid price rule. A reverse
stock split will only be a last-resort compliance measure.
- Like in the past, if the Company suspects any illegal
short-selling, FF will investigate accordingly.
- The Company has continuously taken strategic actions to enhance
business plans and operations, as well as strategic goals.
2. Justifying the Share Increase & Managing Dilution
Perception
- The Company is more cautious in increasing authorized
shares.
- Funds have helped improve liquidity, and support FX brand
buildup.
3. Reinforcing Strategic Growth & Future
Confidence
- The Company is looking to adopt a healthier, long-term capital
strategy.
- The Company is looking to use the remaining $20 million in
gross financings efficiently, supporting cost optimizations,
operational efficiency, and the FX strategy execution.
- A stronger and revamped business strategy has led to renewed
engagement with top-tier investment banks, suppliers, and OEM
partners.
- The Company maintains constant discussion with potential
strategic investors, including those from the Middle East.
“These proposals, particularly the increase in authorized
shares, are critical to executing our dual-brand strategy,” said
Matthias Aydt, Global Chief Executive Officer of Faraday Future.
“The successful completion of our recent two $30 million financings
demonstrates investor confidence in our vision, and the additional
authorized shares will help ensure we can continue to execute both
our premium FF 91 program and our exciting new FX mass-market
initiative.”
Meeting Details
The EGM is currently scheduled to be held on March 7, 2025, at
12:00 p.m. Eastern Time, at
http://www.virtualshareholdermeeting.com/FFIE2025SM. Stockholders
of record as of January 28, 2025, are entitled to vote on the
proposals.
ABOUT FARADAY FUTURE
Faraday Future is a California-based global shared intelligent
electric mobility ecosystem company. Founded in 2014, the Company’s
mission is to disrupt the automotive industry by creating a
user-centric, technology-first, and smart driving experience.
Faraday Future’s flagship model, the FF91, exemplifies its vision
for luxury, innovation, and performance. The new FX strategy aims
to introduce mass production models equipped with state-of-the-art
luxury technology similar to the FF91, targeting a broader market
with middle-to-low price range offerings. For more information,
please visit https://www.ff.com/us/.
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 statements regarding the use of proceeds from the $30
million offering, future FF 91 2.0 deliveries, and establishing the
Company’s second brand (FX), 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, among others: the Company’s ability to
continue to secure the necessary funding to execute on the FX
strategy, which will be substantial; the Company’s ability to
secure agreements with OEMs that are necessary to execute on the FX
strategy; the Company’s ability to continue as a going concern and
improve its liquidity and financial position; the Company’s ability
to pay its outstanding obligations; the Company's ability to
remediate its material weaknesses in internal control over
financial reporting and the risks related to the restatement of
previously issued consolidated financial statements; the Company’s
limited operating history and the significant barriers to growth it
faces; the Company’s history of losses and expectation of continued
losses; the success of the Company’s payroll expense reduction
plan; 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 Company’s ability
to cover future warranty claims; the success of other competing
manufacturers; the performance and security of the Company’s
vehicles; current and potential litigation involving the Company;
the Company’s ability to receive funds from, satisfy the conditions
precedent of and close on the various financings described
elsewhere by the Company; the result of future financing efforts,
the failure of any of which could result in the Company seeking
protection under the Bankruptcy Code; the Company’s indebtedness;
the Company’s ability to cover future warranty claims; the
Company’s ability to use its “at-the-market” program; insurance
coverage; general economic and market conditions impacting demand
for the Company’s products; potential negative impacts of a reverse
stock split; potential cost, headcount and salary reduction actions
may not be sufficient or may not achieve their expected results;
circumstances outside of the Company's control, such as natural
disasters, climate change, health epidemics and pandemics,
terrorist attacks, and civil unrest; risks related to the Company's
operations in China; the success of the Company's remedial measures
taken in response to the Special Committee findings; the Company’s
dependence on its suppliers and contract manufacturer; the
Company's ability to develop and protect its technologies; the
Company's ability to protect against cybersecurity risks; and the
ability of the Company to attract and retain employees, any adverse
developments in existing legal proceedings or the initiation of new
legal proceedings, and volatility of the Company’s stock price. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the “Risk Factors” section of the
Company’s Form 10-K filed with the SEC on May 28, 2024, as amended
on May 30, 2024, and June 24, 2024, as updated by the “Risk
Factors” section of the Company’s first quarter 2024 Form 10-Q
filed with the SEC on July 30, 2024, and other documents filed by
the Company from time to time with the SEC.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
connection with the proposals to be submitted to FF stockholders at
its special meeting seeking, among other proposals, approval to
increase the number of authorized shares of common stock (the
“Authorized Share Increase”) and to approve, in accordance with
Nasdaq Listing Rule 5635(d), the issuance of shares of Class A
common stock of the Company to holders of certain convertible notes
and warrants (the “Private Placements Proposal”). In connection
with the Authorized Share Increase and Private Placements Proposal,
the Company filed a preliminary proxy statement filed with the
Securities and Exchange Commission on January 30, 2025 (the “Proxy
Statement”), in connection with the Company’s solicitation of
proxies for the vote by the Company’s stockholders with respect to
the Authorized Share Increase, the Private Placements Proposal, and
other matters described therein. The definitive proxy statement is
expected to be mailed to the Company’s stockholders on or around
February 10, 2025. The Proxy Statement includes information
regarding the persons who may, under Securities and Exchange
Commission (“SEC”) rules, be deemed participants in the
solicitation of proxies in connection with the Authorized Share
Increase and Private Placements Proposal. The Company has also
filed other documents regarding the Authorized Share Increase and
Private Placements Proposal with the SEC. Before making any voting
decision, investors and security holders of the Company are urged
to read the Proxy Statement and all other relevant documents filed
or that will be filed with the SEC in connection therewith as they
become available because they contain important information about
these proposals.
Investors and security holders can obtain free copies of the
Proxy Statement and all other relevant documents the Company has
filed or will file with the SEC through the website maintained by
the SEC at www.sec.gov. In addition, the documents filed by
the Company may be obtained free of charge from the Company’s
website at https://www.ff.com/ or by written request to
Faraday Future Intelligent Electric at 18455 S. Figueroa Street,
Gardena, California 90248.
Participants in the Solicitation
Certain representatives of FF Global Partners Investment LLC
(“FFGP”), formerly FF Top Holding LLC (“FF Top”), and its indirect
parent entity FF Global Partners, LLC (“FF Global”), including,
without limitation, Weiwei Zhao (collectively, the “FF Top
Representatives”), may be deemed to be participants in the
solicitation of proxies from FF’s stockholders in connection with
the Authorized Share Increase, Private Placements Proposal and
other matters described in the Proxy Statement. Investors may
obtain additional information regarding the interest of FF and its
directors and executive officers by reading the Proxy Statement
relating to the special meeting. You may obtain free copies of
these documents as described in the preceding paragraph.
Certain representatives of FFGP, and its indirect parent entity
FF Global Partners, LLC (“FF Global”), including, without
limitation, Weiwei Zhao (collectively, the “FF Top
Representatives”), are additional participants in the solicitation
of proxies in connection with the Authorized Share Increase,
Private Placements Proposal, and other matters as described in the
Proxy Statement. Information regarding the direct and indirect
interests in the Company, by security holdings or otherwise, of FF
Global, FF Top and the FF Top Representatives is included in the
Annual Report on Form 10-K for the year ended December 31, 2023,
filed with the SEC on May 28, 2024, as amended by the Form 10-K/A
filed with the SEC on May 30, 2024 and June 24, 2024. Changes to
the direct or indirect ownership of FF Top and FF Global are set
forth in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This communication shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of FF, nor shall
there be any sale of securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250131739213/en/
Investors (English): ir@faradayfuture.com Investors (Chinese):
cn-ir@faradayfuture.com Media: john.schilling@ff.com
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