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重大事件 即時報告 8-K 2026-07-10

FF公佈終止逾5,300萬股認股權證及修訂可轉換票據融資條款

於 SEC 網站開啟原文

AI 繁中摘要

FF(納斯達克代碼:FFAI)於2026年7月10日提交8-K申報,公佈兩項資本結構優化措施。首先,公司與投資者達成協議,即時終止合共5,359,525股A類普通股的認股權證。連同2025年12月已終止的44,551,199股認股權證,自2025年起累計永久取消約4,990萬股認股權證,大幅降低未來潛在攤薄風險,並簡化資本結構,反映投資者對FF戰略及業務的堅定支持。 其次,FF修訂2025年7月可轉換票據融資的證券購買協議,優化後續交割結構以加速資金到位。經修訂後,部分投資者在後續交割中將不再獲發普通股認股權證;同時取消成交量加權平均價(VWAP)作為交割條件;原本的第二次交割拆分為八次,每次交割須在上一交割後公司收到至少500萬美元額外資金方可進行。此安排旨在讓承諾資金更快到賬並投入運作,支持公司機器人「三合一」業務的產品交付及執行,並透過減少大部分認股權證以降低潛在負債。 管理層表示,在擴大機器人業務的關鍵階段,公司將繼續優化資產負債表結構,選擇最適合的融資方式,為引入戰略投資者及釋放長期價值奠定基礎。對投資者而言,大規模取消認股權證有助減少未來股權稀釋,提升每股價值;融資條款優化則可提高資金使用效率,利好業務推進。惟公司仍需注意持續經營能力、流動資金及納斯達克合規等風險。
展開英文正文
EX-99.1
6
ea029765601ex99-1.htm
PRESS RELEASE DATED JULY 10, 2026

 

Exhibit 99.1

 

Faraday Future Announces the
Termination of 5.36 Million Warrants; Cumulative Permanent Warrant Cancellations are Approx. 49.9 Million Since 2025; Optimizes the Closing
Structure of Its July 2025 Financing to Accelerate the Arrival of Committed Funds

 

●Upon mutual agreement with the investors, the Company terminated
warrants to purchase an aggregate of 5,359,525 shares of Class A common stock — a reflection of the investors’ firm support for
FF’s strategy and business.

 

●Following the termination of warrants covering 44,551,199
shares in December 2025, the Company has cumulatively eliminated warrants covering approximately 49.9 million shares, significantly reducing
potential dilution and simplifying its capital structure.

 

●The Company amended the securities purchase agreement dated
July 14, 2025, with the intent of optimizing the closing structure and accelerating the pace of funding, and the Company will no longer
issue warrants to certain of the investors in future subsequent closings, further limiting potential dilution and helping reduce the
Company’s potential liabilities.

 

●At a critical stage of scaling its robotics Three-in-One
business, the Company will continue to optimize its balance sheet structure and select the financing approaches best suited to the Company,
laying a foundation for unlocking the Company’s long-term value and introducing strategic investors.

 

LOS ANGELES, July 10, 2026 — Faraday Future Intelligent
Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF” or the “Company”), a global Embodied AI (EAI)
ecosystem company headquartered in California, today announced two initiatives that further strengthen the Company’s capital structure
and enhance its capital efficiency.

 

First, the Company entered into warrant termination agreements with
two investors, pursuant to which warrants to purchase an aggregate of 5,359,525 shares of Class A common stock have been irrevocably cancelled
and terminated. Together with the warrants covering 44,551,199 shares terminated in December 2025, the Company has cumulatively eliminated
warrants covering approximately 49.9 million shares, meaningfully reducing its warrant overhang and future potential dilution. These actions
reflect the investors’ firm support for FF’s strategy and business and lay a foundation for unlocking the Company’s long-term value and
introducing strategic investors.

 

Second, the Company entered into an amended and restated securities
purchase agreement with the investors under its July 2025 convertible note financing. The original agreement provided for two closings,
the first of which was completed on August 22, 2025. Following the amendment and restatement, with respect to the subsequent closings:
(i) certain of the investors will no longer be entitled to receive common stock purchase warrants; (ii) the volume-weighted average price
(VWAP) condition to closing has been removed; and (ii) the original single second closing has been divided into eight closings —
unless otherwise agreed between the Company and the applicable purchaser(s), each closing will occur only after the Company has received
at least $5 million of additional funding since the immediately preceding closing. This structure is designed to allow committed capital
to be received and put to work more quickly, supporting product delivery and business execution of the Company’s robotics “Three-in-One”
business. In addition, the elimination of the majority of the warrants for the subsequent closings helps reduce the Company’s potential
liabilities.

 

The Company intends to continue to optimize its balance sheet structure
and select the financing approaches best suited to the Company, laying a foundation for unlocking the Company’s long-term value and introducing
strategic investors.

 

For additional information regarding the warrant termination agreements
and the amendment to the July 2025 securities purchase agreement, please refer to the Company’s Current Report on Form 8-K filed with
the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2026.

 

ABOUT FARADAY FUTURE

 

Founded in 2014, Faraday Future (FF) is a U.S.-based Physical AI ecosystem
company dedicated to reshaping the future of robotics and mobility solutions through AI innovation and technologies. FF focuses on two
major product strategies within the Embodied AI (EAI) robotics business: EAI humanoid and bionic robots, and EAI automotive-focused robots.
By building a Three-in-One ecosystem of “Device, Data, EAI Brain & Open-Source and Open Platform,” FF aims to create an
evolutionary flywheel: scaled device delivery, data collection and training, continuous evolution of the EAI Brain, stronger product capability,
and even larger-scale delivery and deployment. Through this flywheel, FF seeks to maximize its commercial value and lead to the advancement
of Physical AI. For more information, please visit Faraday Future’s official website: https://www.ff.com/

 

  

 

 

 

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 “plan to,” “can,” “will,” “should,” “future,” “potential,”
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 development and commercialization
of EREVs and AIHER systems, and integrating existing third-party range extender technology into the Faraday X concept vehicles, involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
control, which could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements.

 

Important factors that may affect actual results or outcomes include,
among others: the Company’s ability to secure the necessary funding to execute on its AI, EREV and Faraday X (FX) strategies, each
of which will be substantial; the Company’s ability to design and develop EREV and AIHER technologies; the Company’s ability
to design and develop AI-based solutions; competition in the AI, EREV and AIHER areas, where actual or potential competitors have or are
likely to have substantial advantages relative to the Company, including but not limited to experience, expertise, funding, infrastructure
and personnel; the ability of the Company to execute across multiple concurrent strategies, including the UAE, bridge strategy, or FX,
EREV, AIHER, AI, and US geographic expansion; the Company’s ability to secure necessary agreements to license third-party range extender
technology and/or license or produce FX vehicles in the U.S., the Middle East, or elsewhere, none of which have been secured; the Company’s
ability to homologate FX vehicles for sale in the U.S., the Middle East, or elsewhere, the Company’s ability to timely regain compliance
with Nasdaq’s minimum bid requirement; the Company’s common stock will be suspended from trading on Nasdaq if its closing
price is $0.10 or less for 10 consecutive trading days; 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, which it currently lacks; the availability of
sufficient share capital to meet its current obligations and execute on its strategy, which the Company currently lacks; the agreement
of stockholders to substantially increase the Company’s share capital, which could result in substantial additional dilution; the
willingness of convertible debt investors to fund the Company while it lacks sufficient share capital for conversions; demand for the
Company’s robotics products; the ability of B2B preorder companies to locate customers to purchase our robotics products, on which
their nonbinding preorders substantially depend; competition in the robotics industry, which includes companies with far superior experience,
funding and name recognition; the ability of the Company to build an EAI education ecosystem that serves both the B2C consumer market
and the B2B institutional education market; the acceptance by teachers and students of the Company’s robotics products in the education
market; the Company’s reliance on a single OEM for most of its robotics products; the Company’s ability to get the planned
robotics products to comply with all applicable U.S. rules and regulations; the ability of the robotics OEM to timely supply robotics
to the Company; tariff uncertainty for imported products, particularly from China; demand from automobile dealers for robotics products;
the Company’s ability to homologate FX vehicles for sale; the Company’s ability to secure the necessary funding to execute on the
FX strategy, which is substantial; the Company’s ability to secure an occupancy certificate covering all of its Hanford facility;
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 substantial 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 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-Q for the quarter ended
March 31, 2026, filed with the SEC on May 14, 2026, and Form 10-K filed with the SEC on March 31, 2026, and other documents filed by the
Company from time to time with the SEC.

 

CONTACTS:

 

Investors (English): [email protected]
Investors (Chinese): [email protected]
Media: [email protected]