Faraday Future Announces Reverse Stock Split and Authorized Share Reduction
August 25 2023 - 12:22PM
Business Wire
Faraday Future Intelligent Electric Inc. (NASDAQ: FFIE)
(“Faraday Future”, “FF” or “Company”), a California-based global
shared intelligent electric mobility ecosystem company, today
announced that the Company effected a reverse stock split of the
issued and outstanding shares of the Company’s common stock, par
value $0.0001 per share (the “common stock”), at a ratio of
1-for-80 (the “reverse stock split”). The effective time of the
reverse stock split will be 5:00 p.m. ET on August 25, 2023. The
Company’s common stock will begin trading on a split-adjusted basis
commencing upon market open on August 28, 2023.
As previously disclosed, at the Company’s Special Meeting of
Stockholders held on August 16, 2023, the Company’s stockholders
voted to approve a proposal authorizing the Board of Directors of
the Company (the “Board”) to amend the Company’s Second Amended and
Restated Certificate of Incorporation, as amended (the “Charter”),
to effect a reverse stock split of the Company’s common stock. In
addition, at the Special Meeting, the Company’s stockholders voted
to approve a proposal authorizing the Board to further amend the
Charter if, and only if, the reverse stock split was approved and
the Board implements the reverse stock split at a ratio of
one-for-eight or greater, to limit the number of shares of
authorized common stock to a number equal to 12,355,000,000 divided
by the reverse stock split ratio determined by the Board. On August
22, 2023, the Board approved a 1-for-80 reverse stock split. As a
result of the reverse split, each 80 shares of the Company’s issued
and outstanding common stock will be automatically combined and
converted into one issued and outstanding share of common stock.
The Company’s Class A common stock will trade under a new CUSIP
number, 307359 505, effective August 28, 2023, and remain listed on
the Nasdaq Capital Market under the symbol “FFIE.” The Company’s
publicly traded warrants will continue to be traded on the Nasdaq
Capital Market under the symbol “FFIEW” and the CUSIP number for
the warrants will remain unchanged. However, under the terms of the
applicable warrant agreement, the number of shares of Class A
Common Stock issuable on exercise of each warrant will be
proportionately decreased. Specifically, following effectiveness of
the Reverse Stock Split, every 80 shares of Class A Common Stock
that may be purchased pursuant to the exercise of public warrants
now represents one share of Class A Common Stock that may be
purchased pursuant to such warrants. Accordingly, for the Company’s
warrants trading under the symbol “FFIEW”, every 80 warrants will
be exercisable for one share of Class A Common Stock at an exercise
price of $920.00 per share of Class A Common Stock. The reverse
stock split reduces the number of shares of common stock issuable
upon the conversion of the Company’s outstanding convertible
securities, and the exercise or vesting of its outstanding stock
options, restricted stock units and private warrants in proportion
to the ratio of the reverse stock split and causes a proportionate
increase in the conversion and exercise prices of such convertible
securities, stock options, restricted stock units and private
warrants. In addition, the authorized shares of Common Stock will
be reduced from 1,765,000,000 to 154,437,500.
No fractional shares of common stock will be issued as a result
of the reverse stock split. Stockholders of record who would
otherwise be entitled to receive a fractional share will be
entitled to receive from the Company one full share of the
post-reverse stock split common stock. The reverse stock split
impacts all holders of the Company’s common stock proportionally
and will not impact any stockholder’s percentage ownership of the
Company common stock.
Faraday Future has chosen its transfer agent, Continental Stock
Transfer & Trust Company, to act as exchange agent for the
reverse stock split. Stockholders owning shares via a bank, broker
or other nominee will have their positions automatically adjusted
to reflect the reverse stock split and will not be required to take
further action in connection with the reverse stock split, subject
to brokers’ particular processes.
Additional information about the Reverse Stock Split and the
related Charter amendment can be found in the Company’s definitive
proxy statement filed with the Securities and Exchange Commission
on July 20, 2023.
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.
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
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 regarding the expected timing and implementation
of the reverse split and the commencement of trading of the
Company’s post-split common stock, .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 continue as a going
concern and improve its liquidity and financial position; 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
Company’s ability to satisfy the conditions precedent 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; 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-K/A filed with the Securities and Exchange
Commission (“SEC”) on August 21, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230825555197/en/
Investors (English): ir@faradayfuture.com Investors (Chinese):
cn-ir@faradayfuture.com Media: john.schilling@ff.com
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