UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Becky Roof as Interim Chief Financial Officer
On March 1, 2022, Faraday Future Intelligent Electric Inc. (the “Company”) announced the appointment of Becky Roof as Interim Chief Financial Officer of the Company, effective immediately. Ms. Roof, age 66, has been a Managing Director of AlixPartners, LLP, a global consulting firm, since 2000. She has previously served as Interim Chief Financial Officer of Lordstown Motors Corp. (Nasdaq: RIDE), the Eastman Kodak Company (NYSE: KODK), Hudson’s Bay Company, Aceto Corp., Anchor Glass Corporation, and several other privately held entities. In addition, Ms. Roof currently serves on the advisory board of Texas Wall Street Women and is a member of the United Way Women’s Initiative in Houston.
In connection with Ms. Roof’s appointment, the Company entered into an Agreement for the Provision of Interim Management Services (the “Management Services Agreement”) with AP Services, LLC (“APS”), a subsidiary of AlixPartners, LLP. The Management Services Agreement provides that Ms. Roof will serve as the Company’s Interim Chief Financial Officer at a rate of approximately $50,000 per week, and also calls for the engagement of other APS staff at various rates set forth therein.
There are no other arrangements or understandings between Ms. Roof, on the one hand, and any other persons, on the other hand, pursuant to which she was selected as the Company’s Interim Chief Financial Officer. Additionally, Ms. Roof has no family relationships or related party transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with her appointment.
The foregoing summary of the Management Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Services Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Separation of Walter J. (“Chuck”) McBride
On March 1, 2022, the Company announced that Walter J. (“Chuck”) McBride, the Company’s Chief Financial Officer, will step down from his role and separate from the Company effective immediately due to health reasons.
Mr. McBride’s departure from the Company is not a result of any disagreement with the Company’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.
Item 7.01. Regulation FD Disclosure
A copy of the Company’s press release announcing the Chief Financial Officer transition described in Item 5.02 is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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 | Management Services Agreement, dated as of February 23, 2022, by and between Faraday Future Intelligent Electric Inc. and AP Services, LLC.* | |
| 99.1 | Press Release dated March 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
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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: March 2, 2022 | By: | /s/ Sue Swenson |
| Name: | Sue Swenson | |
| Title: | Executive Chairperson | |
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Exhibit 10.1
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL
AND THE TYPE THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
[***] INDICATES THE REDACTED PORTION OF THIS EXHIBIT.
Fees and Expenses
[***]
Page 3 of 9
[***]
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Exhibit 99.1
Faraday Future Announces Management Transition
| · | Appoints Becky Roof as Interim Chief Financial Officer (CFO) and Engages AlixPartners to Accelerate Implementation of Special Committee Recommendations |
Los Angeles, CA. (March 1, 2022) - Faraday Future Intelligent Electric Inc. (“FF”) (NASDAQ: FFIE), a California-based global shared intelligent electric mobility ecosystem company, today announced the appointment of Becky Roof as interim Chief Financial Officer, and the engagement of AlixPartners, LLP. Effective immediately, Ms. Roof will replace Walter J. (“Chuck”) McBride, who has stepped down from his position for health reasons.
Sue Swenson, Executive Chairperson of Faraday Future, said, “As we push to accelerate our remediation plan and strengthen the Company’s financial controls, I am pleased to welcome Becky and the team from AlixPartners to drive this effort. Becky’s extensive public company experience, including successful turnarounds, gives us confidence that we can move even more quickly and efficiently.”
The Company's Audit Committee and executive management are working diligently to file its third quarter 2021 Form 10-Q and amended Registration Statement on Form S-1 (File No. 333-258993) as quickly as possible.
Ms. Roof is a certified public accountant and seasoned financial executive who has served in an interim CFO capacity at numerous companies including Lordstown Motors (Nasdaq: RIDE); the Eastman Kodak Company (NYSE: KODK); Hudson’s Bay Company; Aceto Corp.; Anchor Glass Corporation; and several other privately held entities.
Users can reserve an FF 91 Futurist model now via the FF intelligent APP or FF.com at: https://www.ff.com/us/reserve.
Download the new FF intelligent APP at: https://apps.apple.com/us/app/id1454187098 or https://play.google.com/store/apps/details?id=com.faradayfuture.online.
ABOUT FARADAY FUTURE
Faraday Future is a class defining luxury electric vehicle company. The Company has pioneered numerous innovations relating to its products, technology, business model, and user ecosystem since inception in 2014. Faraday Future aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet and new usership models. Faraday Future’s first flagship product is the FF 91 Futurist.
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.
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 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 Faraday Future’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 the implementation of the Special Committee’s actions and related internal review by Faraday Future; Faraday Future’s ability to file the Q3 Form 10-Q and other required public filings before the time period specified in the Nasdaq delinquency letter and its ability to regain compliance with the Nasdaq continued listing standards; Faraday Future’s ability to execute on its plans to develop and market its vehicles and the timing of these development programs; Faraday Future’s estimates of the size of the markets for its vehicles and costs to bring its vehicles to market; the rate and degree of market acceptance of Faraday Future’s vehicles; the success of other competing manufacturers; the performance and security of Faraday Future’s vehicles; potential litigation involving Faraday Future; the result of future financing efforts and general economic and market conditions impacting demand for Faraday Future’s products; and the ability of Faraday Future to attract and retain 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 preliminary registration statement on Form S-1 recently filed by Faraday Future and other documents filed by Faraday Future 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 Faraday Future 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.
Contacts:
For Faraday Future
Mark Connelly
Investors: ir@faradayfuture.com
John Schilling
Media: John.Schilling@ff.com
Tim Gilman
Media: tim.gilman@ff.com
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