FARADAY FUTURE INTELLIGENT ELECTRIC INC. 8-K

What Happened
Faraday Future Intelligent Electric Inc. (FFAI) filed an 8-K disclosing an Amended and Restated Securities Purchase Agreement dated July 9, 2026 that materially revises the July 2025 financing (the “July SPA”). The amendment splits the originally planned Second Closing into eight separate Subsequent Closings, narrows when conversion and warrant prices can be adjusted, eliminates most future warrant issuances to investors, and removes the company’s obligation to register resale of shares issuable on conversion/exercise. Separately, on July 8–9, 2026 the company entered termination agreements cancelling an aggregate of 5,359,525 outstanding common stock purchase warrants.

Key Details

• Original financing: July SPA provided for $82.0 million aggregate purchase price and unsecured convertible notes with an Initial Closing on August 22, 2025 (Initial Closing occurred; subsequent closings pending).
• A&R Purchase Agreement (signed July 9, 2026) splits the Second Closing into eight Subsequent Closings (the eighth is the Final Closing).
• Conversion price for the amended and restated unsecured notes will only adjust (a) at the Final Closing to 100% of the Closing Bid Price on the trading day before the Final Closing, and (b) upon receipt of Stockholder Approval to 100% of the Closing Bid Price on the trading day before such approval.
• Warrant exercise price for the amended and restated common warrants will only adjust (a) at the Final Closing to 120% of the Closing Bid Price on the trading day before the Final Closing, and (b) upon Stockholder Approval to 120% of the Closing Bid Price on the trading day before such approval.
• The amendment removes the obligation to issue Common Warrants at the Subsequent Closings to investors except for one investor, and removes the obligation to register shares issuable on conversion/exercise for resale.
• Termination Agreements dated July 8–9, 2026 cancelled 5,359,525 warrants issued under prior December 2024 and March 2025 SPAs.

Why It Matters
These changes affect timing, pricing mechanics and potential dilution tied to the company’s convertible financing. Delaying and splitting the remaining closings changes when additional funds and converted shares could enter the market. Narrowing when conversion and warrant prices can be adjusted (to the Final Closing or upon stockholder approval) and cancelling 5,359,525 warrants reduce some future dilution and alter investor resale rights (the filing removes registration obligations). Retail investors should note the company has not completed the remaining closings and that stockholder approval may be required before certain price adjustments take effect. The company furnished a press release with this information (Exhibit 99.1) in the Form 8‑K.