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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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:
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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).
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 4, 2023, the Board of Directors (the “Board”) of Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), appointed Lev Peker as a member of the Board and as a member and Chair of the Audit Committee (the “Audit Committee”) of the Board to fill the vacancy on the Board and Audit Committee created by Adam He’s resignation from the Board, which is described under Item 5.02 below.
In connection with Mr. He’s resignation, and to comply with Nasdaq Listing Rule 5605(c)(4)(B), on August 2, 2023, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Listing Rule 5605 as the Board was not comprised of a majority of independent directors as required by Nasdaq Listing Rule 5605(b)(1) and the Audit Committee was not comprised of at least three independent directors as required by Nasdaq Listing Rule 5605(c)(2)(A), which noncompliance was subsequently cured by the appointment of Mr. Peker as a member of the Board and as a member of the Audit Committee as described under Item 5.02 below. In response to the Company’s notice, Nasdaq issued a letter to the Company on August 4, 2023 indicating that, effective July 31, 2023, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605. As a result of the appointment of Mr. Peker as a member of the Board and as a member and chair of the Audit Committee, the Company believes it has now regained compliance with the board independence requirements as set forth in Nasdaq Listing Rule 5605(b)(1) and the audit committee requirements as set forth in Nasdaq Listing Rule 5605(c)(2)(A).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On July 31, 2023, Adam He, interim Board Chairman and member of the Board, provided a letter of resignation (the “Resignation Letter”) as interim Board Chairman, and member of the Board and member of the Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee, and Selection Committee, effective immediately. The Resignation Letter is attached as Exhibit 17.1 hereto.
Appointment of Director
On August 4, 2023, the Board unanimously voted to appoint Lev Peker to the Board and as a member and the Chair of the Audit Committee. There were no arrangements or understandings between Mr. Peker and any other persons pursuant to which he was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission (the “SEC”) between Mr. Peker and the Company required to be disclosed herein.
In connection with Mr. Peker’s appointment to the Board, he will enter into the Company’s standard form of Director and Officer Indemnification Agreement, a copy of which was filed as Exhibit 10.32 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2021. Mr. Peker will also participate in the same compensation programs as other non-management directors as described in the Company’s Proxy Statement filed with the SEC on March 17, 2023.
Item 7.01 Regulation FD Disclosure
On August 4, 2023, the Company issued a press release announcing the resignation of Mr. He and the appointment of Mr. Peker to the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, 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 | |
| 17.1 | Resignation Letter from Adam He dated July 31, 2023 | |
| 99.1 | Press Release of the Company, dated August 4, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: August 4, 2023 | By: | /s/ Jonathan Maroko |
| Name: | Jonathan Maroko | |
| Title: | Interim Chief Financial Officer | |
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Exhibit 17.1
Resignation Leter
July 31st, 2023
The FFIE Board of Directors
18455 S. Figueroa Street, Gardena, CA 90248
Dear Board Members and Colleagues,
I hereby give notice of my resignation as Interim Board Chairman and as a member of the Board of Directors of Faraday Future Intelligent Electric Inc. (the “Company”). Such resignation includes any positions held as a member of any Commitee of the Company, including Audit Commitee, Compensation Commitee, Nominating & Corporate Governance Commitee, and Selection Commitee. My resignation is effective immediately.
I appreciated the opportunity to contribute my expertise to the Company and wish the best to the Company and all of you going forward.
Sincerely,
| /s/ Adam He | |
| Adam He |
Exhibit 99.1
Lev Peker Appointed to
Faraday Future’s Board of Directors
Los Angeles, CA (August 4, 2023) - Faraday Future Intelligent Electric Inc. (Nasdaq: FFIE) (“FF,” “Faraday Future,” or “Company”), a California-based global shared intelligent electric mobility ecosystem company, announced today that the Board of Directors of the Company (the "Board”) unanimously appointed Lev Peker as a member of the Board and as a member and the Chair of the Audit Committee of the Board.
Mr. Peker is an automotive and retail experienced C-Suite executive who has served in the CEO role as well as on the board of directors at various public and private organizations. He has a results-driven mindset and a strong track record of performance in turnaround and high-paced organizations. Mr. Peker is currently the CEO of PartsiD, a leading digital commerce platform for the automotive aftermarket. Prior to that, Mr. Peker was the CEO of CarLotz, a nationwide used car consignment retailer (which recently merged with Shift Technologies). Prior to that role, Mr. Peker was the CEO of CarParts.com from 2019-2022 where he oversaw a more than doubling of annual revenue, a nearly fourfold improvement in EBITDA and an increase in market capitalization of over 500%. He also led the organization through a turnaround and strategic repositioning, while creating a 3-year plan to increase operational efficiency, maximize inventory, and improve the customer experience. Mr. Peker has also held various executive roles at Adorama, Sears Holdings Corporation and US Auto Parts in his career. Mr. Peker is a Certified Public Accountant (CPA), has an MBA from The Anderson School of Management at UCLA and a BS in Accounting from USC’s Marshall School of Business.
On July 31, 2023, Adam He provided a letter of resignation as interim Board Chairman, member of the Board and member of the Audit Committee, Compensation Committee, Nominating & Corporate Governance Committee, and Selection Committee, effective immediately. The Company thanks Mr. He for his valuable service as a member of the Board.
“We are honored to have an automotive and retail industry veteran like Mr. Peker join our team during this exciting and pivotal period of the Company,” said Xuefeng (“XF”) Chen, Global Chief Executive Officer of FF. “Mr. Peker will provide valuable experience and leadership along with the rest of the Board that will help guide us as we begin the deliveries of the FF 91 2.0 Futurist Alliance to our first group of users.”
The Company recently announced the official launch of the second phase of its co-creation delivery and expects to deliver the FF 91 2.0 Futurist Alliance to the first users at a delivery ceremony later this month. This marks a significant milestone for the Company as FF initiates the second phase of its three-phase delivery plan.
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: http://appdownload.ff.com
ABOUT FARADAY FUTURE
Faraday Future is the pioneer of the Ultimate TechLuxury ultra spire market in the intelligent EV era, and the disruptor of the traditional ultra-luxury car civilization epitomized by Ferrari and Maybach. FF is not just an EV company, but also a software-driven intelligent internet company. Ultimately FF aims to become a User Company by offering a shared intelligent mobility ecosystem.
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/
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 about the FF 91 2.0 Futurist Alliance delivery timeline, 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 execute on its plans to develop and market its vehicles and the timing of these development programs (including timely receipt of parts and satisfactory safety testing); 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; potential 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 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-Q filed with the Securities and Exchange Commission (“SEC”) on May 12, 2023, the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 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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