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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 2, 2023, Faraday Future Intelligent Electric Inc. (the “Company”) received notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has obtained an additional 180-calendar day period, or until October 30, 2023, to regain compliance with Nasdaq’s $1.00 minimum bid price requirement (the “Minimum Bid Price Requirement”) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. Nasdaq granted such additional compliance period in connection with the listing of the Company’s common stock on The Nasdaq Capital Market, which was effective with the opening of business on April 25, 2023. The Nasdaq Capital Market is a trading market that operates in substantially the same manner as The Nasdaq Global Market.
As previously reported, on October 31, 2022, the Company received a written notice from Nasdaq stating that the Company was not in compliance with the Minimum Bid Price Requirement. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company originally had 180 calendar days, or until May 1, 2023, to regain compliance with the Minimum Bid Price Requirement.
In connection with obtaining such additional compliance period, the Company notified Nasdaq of the Company’s intention to cure the non-compliance with the Minimum Bid Price Requirement during the additional compliance period, such as by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. The Company is monitoring the closing bid price of its common stock and will consider options to regain compliance with the Minimum Bid Price Requirement (including by effecting a reverse stock split of up to 10:1 as approved by the Company’s stockholders on November 3, 2022). There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement; however, it intends to take all reasonable actions to maintain its listing with Nasdaq.
Item 7.01 Regulation FD Disclosure.
On May 2, 2023, the Company issued a press release relating to the Company’s Generative AI Product Stack. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On May 2, 2023, the Company also issued a press release relating to the Company’s obtaining an additional 180-calendar day period to regain compliance with the Minimum Bid Price Requirement. A copy of the press release is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, 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 May 2, 2023. | |
| 99.2 | Press Release dated May 2, 2023. | |
| 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: May 2, 2023 | By: | /s/ Yun Han |
| Name: | Yun Han | |
| Title: | Interim Chief Financial Officer | |
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Exhibit 99.1
Faraday
Future Breaks New Ground in Emerging GPT AI
Technology, Announces its Generative AI Product Stack
| ● | FF’s Generative AI Product Stack will offer the first ever Generative AI capability in the automotive sector for in-vehicle usage. |
| ● | The product stack combines FF’s foundational capabilities such as its industry-leading computing platform, advanced operating system, ultra-fast internet connectivity, AI and natural language processing abilities, multiple displays, with demonstrated generative AI capability to give extraordinary abilities to users. |
Los Angeles, CA (May 2, 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 the launch of FF’s Generative AI Product Stack, which will be integrated in the Company’s flagship vehicle, the FF 91. FF is one of the first automotive manufacturers to integrate and demonstrate generative AI capabilities in a vehicle.
Through this Generative AI Product Stack, the Company has integrated its foundational AI capabilities with advanced models such as ChatGPT, GPT-4, and others from companies such as OpenAI and Microsoft.
“While there have been many advancements in AI over the years, recent developments in generative AI have broadened access to the benefits of AI. What used to take a lot of time, manpower and specialized skill, can now be done in minutes. This is having a transformative impact on society and inspiring people to be more creative, build new things and solve new problems,” said Prashant Gulati, Head of Corporate Strategy at Faraday Future.
With this Generative AI Product Stack, the Company has the potential to scale to additional advanced generative AI models, giving extraordinary abilities to users.
“We have been investing in software, AI, and human machine interaction for a long time and that places us in a unique position to utilize these advances in AI. To use generative AI in a car, you need a powerful computing platform, robust operating system, internet connectivity, and suitable displays. Only the FF 91 has such an industry-leading computing platform, advanced operating system, ultra-high-speed internet connectivity, AI and natural language processing ability, with over 100 inches of displays, and a Generative AI Product Stack that will empower users to gradually utilize advanced generative models for a range of personalized applications in the vehicle – from complex text and voice queries, to image and video generation, stock analysis, live translations, search, entertainment, education, ecommerce, and more. The possibilities are limitless,” added Gulati.
Working with our FPO (Futurist Product Officer) community, and partner and developer ecosystem, FF plans to expand usage of safe and useful Generative AI applications through future updates. The Company will release more generative AI features in an upcoming launch event.
A video highlighting a conversational chatbot, Powered by ChatGPT, can be viewed here:
Video with English and Chinese subtitles: https://genesis-cdn.ff.com/press_room/2023APR/AI-GPT---EN-CN.mp4
Video with English subtitles only: https://genesis-cdn.ff.com/press_room/2023APR/AI-GPT--EN.mp4
Video with no subtitles: https://genesis-cdn.ff.com/press_room/2023APR/AI-GPT--.mp4
This chatbot integrates GPT-4 with FF’s natural language processing technology.
FF is taking a significant step toward transforming the future of mobility. As users gain access to limitless possibilities, the car becomes an evolving, intelligent, and interactive companion, setting a new benchmark in automotive innovation. The Company is excited to be at the forefront of this transformation and looks forward to sharing more information in the near future.
FF announced on April 14th the completion of the first production build FF 91 vehicle, coming off the production line at the FF ieFactory California, located in Hanford, California. This closely followed the recently announced official start of production of the FF 91 vehicle.
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/
https://www.ff.com/us/mobile-app/
https://twitter.com/FaradayFuture
https://www.facebook.com/faradayfuture/
https://www.instagram.com/faradayfuture/
www.linkedin.com/company/faradayfuture/
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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, which include, among other things, statements regarding the anticipated start of delivery (SOD) plan and timing for our FF 91 Futurist vehicle (including required parts and completion of crash tests), additional funding and timing for receipt thereof, 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 timely satisfy the conditions precedent and close on the various financings previously disclosed by the Company and any future financings and timely receive required parts, 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 prospectus supplement filed on April 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
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Exhibit 99.2
FARADAY FUTURE confirms RECEipt of AN ADDITIONAL 180-DAY EXTENSION FROM NASDAQ TO MEET NASDAQ MINIMUM BID PRICE REQUIREMENT
LOS ANGELES--(BUSINESS WIRE)—May 2, 2023-- Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE) (“Faraday Future,” “FF,” or “Company”), a California-based global shared intelligent electric mobility ecosystem company, announced today that the Company has received a second 180-day extension (or until October 30, 2023) to meet NASDAQ’s $1 minimum bid price requirement for ten consecutive trading days from NASDAQ Stock Market LLC. With this extension, the Company has been given an additional 180 days to regain compliance.
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.
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 (which remains subject to timely receipt of financing, parts and completion of crash tests), additional funding and timing for receipt thereof, 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 prospectus supplement filed pursuant to Rule 424(b)(3) on April 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 vents 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.