Form 8-K

8-K — FARADAY FUTURE INTELLIGENT ELECTRIC INC.

Accession: 0001213900-26-085834

Filed: 2026-08-06

Period: 2026-08-05

CIK: 0001805521

SIC: 3711 (MOTOR VEHICLES & PASSENGER CAR BODIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0300824-8k_faraday.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 5, 2026

Faraday

Future Intelligent Electric Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-39395

84-4720320

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

1990 E. Grand Ave.

Segundo, CA

90245

(Address of principal executive

offices)

(Zip Code)

(424)

276-7616

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

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:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A common stock, par value $0.0001 per share

FFAI

The

Nasdaq Stock Market LLC

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).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01 Other Events.

August 5, 2026, the Company issued a press release announcing key initiatives of its Capital Value Restoration Plan. The information

in this Item 8.01 and Exhibit 99.1 furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed to be incorporated by reference

in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be 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 August 5, 2026

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document).

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 5, 2026

By:

/s/ Koti Meka

Name:

Koti Meka

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 5, 2026

EX-99.1

Filename: ea030082401ex99-1.htm · Sequence: 2

Exhibit 99.1

Faraday

Future Announces Key Initiatives of Its Capital Value Restoration Plan with a Conversion Price Floor Freeze, Standalone Robotics Financing

Exploration, and Weekly Convertible Note Conversion Disclosures to Improve Transparency

● The

Q3 “Four-Core Full-Stack AI” Robotics Capital Value Return Sub-Campaign is grounded

in business fundamentals and value creation. Through a series of core initiatives, it aims

to restore the Company’s market capitalization to the level at the time of its 2021

Nasdaq listing within two years, supported by sustained improvements in the underlying business.

● Under

such Sub-Campaign, the Company intends to adjust the minimum conversion floor price to no

less than $5.00 per share for all existing convertible notes, so long as such limitation

is allowed within relevant contractual obligations and applicable law.

● Subject

to applicable laws and regulations, the Company plans to establish a weekly disclosure mechanism

covering conversion activity for existing convertible notes, providing ongoing visibility

into conversion amounts and changes in shares outstanding and enhancing transparency around

its capital structure.

● The

Company aims to, subject to negotiation with applicable counterparties, accelerate efforts

to explore equity financing structure instead of convertible note financings, as well as

standalone financing for its robotics business to further reduce equity dilution at the FFAI

level. It also anticipates allocating a substantial majority of any newly raised funds primarily

for the development of its robotics business rather than repayment of historical liabilities.

● The

Company plans to accelerate its liability optimization efforts in accordance with its previously

disclosed plans.

● These

measures are intended to address market concerns about uncertainty surrounding potential

conversions and demonstrate the Company’s commitment to protecting stockholders and

stabilizing its stock price. More details on the Capital Value Return plan and specific actions

are expected to be included in the upcoming earnings call for the second quarter of 2026.

Los

Angeles, CA (August 5, 2026) – Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI) (“Faraday Future,” “FF,”

or the “Company”), a California-based global Embodied AI (EAI) ecosystem company, today announced key initiatives of its

Q3 “Four-Core Full-Stack AI” Capital Value Restoration Sub-Campaign, a core component of the Company’s Q3 “Four-Core

Full-Stack AI” Robotics Practical Deployment Campaign guided by the “Five Major Transformations” Initiatives.

The

Sub-Campaign aims to restore the Company’s market capitalization to the level at the time of its 2021 Nasdaq listing within two

years through decisive capital-structure measures and transparent disclosures, with sustained improvements in the underlying business

serving as the foundation for capital value restoration.

Grounded

in business fundamentals and long-term value creation, the Sub-Campaign is designed to rebuild investor confidence and support capital

value recovery by accelerating standalone financing for the robotics business, reducing reliance on high-cost short-term financing, and

creating a healthier capital-support framework comprising operating cash flow, medium- and long-term financial investments, and strategic

investments.

Under

such Sub-Campaign, the core initiatives are:

First,

establishing a $5 conversion price floor for existing convertible notes. The Company intends to maintain a floor price of no less

than $5.00 per share for all existing convertible notes, so long as such floor price is in compliance with applicable law and relevant

contractual obligations . Subject to the terms of such existing convertible notes, these measures would establish a clear upper bound

on potential dilution associated with the notes, address market uncertainty around potential conversions, and demonstrate the Company’s

commitment to protecting stockholders and stabilizing its stock price.

Second,

providing weekly disclosures on conversions or debt-reduction progress for existing convertible notes. In addition to required regulatory

filings, the Company plans to publish weekly updates on conversions of, or debt reductions involving outstanding convertible notes, to

provide greater transparency into the Company’s capital structure and allow investors to track changes in shares outstanding on

a weekly basis. All disclosures will be made in compliance with applicable laws and regulations. As convertible notes are converted,

the Company expects its liability structure to continue improving and the Company’s capital value to gradually increase.

Third,

pursuing equity financing structures instead of convertible note financings, and exploring standalone financing for the robotics business.

Subject to negotiation with applicable counterparties, the Company intends to accelerate efforts to explore equity financing and a standalone

capital raise for its robotics ecosystem business, including potential future independent public listing opportunities, with the aim

of maximizing equity value and reducing dilution at the FFAI level.

Fourth,

maintaining strict liabilities optimization and capital discipline. The Company aims to adhere to its established liabilities

optimization roadmap. With support from suppliers, creditors, and other industry partners, the Company plans to reduce total liabilities

from $230 million as of the end of the first quarter of 2026 to less than $100 million within four quarters, via reconciling internal

books and records, negotiating with counterparties, improving internal control processes, and other activities, which the Company expects

will create greater capacity for growth in its robotics business. The Company also plans to use the substantial majority of any newly

raised funds primarily for the development of its robotics business rather than the repayment of historical debt.

“Capital

Value Return is not simply about restoring financial metrics; more importantly, it is about rebuilding market confidence,” said

Jerry Wang, Global Executive Chairman of FF. “By establishing a conversion price floor, providing comprehensive disclosure of conversion

activity under existing convertible notes, and maintaining rigorous capital discipline, we are aiming to build a solid capital foundation

for the potential standalone financing and long-term development of our robotics business. We firmly believe that, with business fundamentals

and long-term value creation at the core, FFAI can achieve a steady and sustainable recovery in market capitalization to all shareholders.”

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 FF’s entry into the embodied AI robotics market and robotics deliveries and development, potential

financings and negotiations with existing convertible noteholders, 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 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; the willingness of convertible

noteholders to fund the Company; 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 ability of the Company to expand into additional markets for its robotics products; the

Company’s reliance on a single OEM for most of its robotics products; the Company’s reliance on Chinese OEMs for all of its

robotics products; the possibility of the federal government banning imports of Chinese 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): ir@ff.com

Investors

(Chinese): cn-ir@ff.com

Media:

john.schilling@ff.com

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