美国加州洛杉矶（2023年6月16日）— 总部位于加州的全球共享智能电动出行生态系统公司Faraday Future Intelligent Electric Inc.（Nasdaq:FFIE）（“Faraday Future”，“FF”或“公司”）今天宣布其董事会（“董事会”）已批准一项提案，该提案将提交给股东在特别股东大会上批准，授权董事会对公司普通股进行反向股票分割，提案中的比例区间为已发行在外普通股的1：2到1：90之间，最终比例将由董事会在股东批准后确定。有关特别股东大会的时间、日期、地点和其他详细信息将在稍后通过代理材料发放给股东，这些材料将提交给美国证券交易委员会（“SEC”）并接受其审查。反向股票分割不会影响股东的百分比所有权权益或投票权，除非股东持股数在反向股票分割后出现小数而需取整。此外，反向股票分割不会减少公司有权发行的授权普通股总数。
公司还宣布，因一家供应商的时间限制以及完成一项与FF 91 2.0 Futurist Alliance独特产品功能的增强安全测试相关的额外系统测试还需要些时间，公司将其FF 91 2.0 Futurist Alliance的第二阶段交付时间从2023年第二季度末更新到2023年8月。公司增强安全测试与FMVSS要求无关。在公司继续努力改善供应链和进一步进行系统测试的同时，公司将继续扩大与第一阶段未来主义者产品官（“FPO”）的共创工作，以不断提高其产品和技术能力。 三阶段交付计划旨在持续实施公司共创共享的核心理念和企业愿景。
公司认为，随着公司提高产量并巩固市场地位，反向股票分割是一个处于关键发展阶段的战略决策，反向股票分割旨在促进更广泛的投资机会并提高公司股票的适销性，这将最终使股东受益。因为许多经纪公司和机构投资者都有内部政策和行动，禁止他们投资低价股票，或者倾向于阻止经纪人向其散户客户推荐低价股票，亦或者限制以保证金购买此类股票。
“我们充分研究、谨慎考虑后，才做出了反向股票分割的决定。随着我们过渡到公司生命周期的下一个阶段，我们相信这一行动将提高公司股票的适销性，使其对更广泛的机构投资者更具吸引力，因为这些投资者在评估投资标的时通常也会考虑最低股价。”，Faraday Future全球执行官陈雪峰表示，“我们相信由此产生的投资机会将有助于实现公司长期战略目标，包括扩大生产规模、健全销售和服务体系、业务全球化发展以及改善日常经营性现金流。”
反向股票分割还旨在提高公司A类普通股股价，以减少从纳斯达克资本市场退市的风险。纳斯达克有几个持续上市标准，公司必须满足这些标准才能继续在交易所上市。纳斯达克上市规则5450（a）（1）要求公司维持最低1美元的收盘价。如果收盘价连续30个交易日低于1美元，则公司被视为不符合此要求。为了重新获得合规性，在截至2023年10月30日的合规期内，公司普通股的收盘价必须至少连续10个交易日不低于1美元。
公司根据美国证券交易委员会的规则，向美国证券交易委员会提交了关于反向股票分割提案及其他提案的初步委托书。反向股票分割提案需要获得公司已发行在外的普通股和一股A类优先股投票权的过半数赞成。该A类优先股已发行给公司的全球首席执行官，只允许对反向股票分割提案进行投票，并且只能按与公司普通股相同的表决比例投票。此类优先股将在股东批准反向股票分割提案后或在董事会决定赎回时（以较早者为准）被自动赎回。股东可以在美国证券交易委员会网站www.sec.gov上查阅公司向美国证券交易委员会提交的初步委托书和其他文件的副本。公司将向美国证券交易委员会提交并向其股东分发有关特别股东大会、反向股票分割提案和其他提案的最终委托书。公司将在提交最终委托书后发布另一份新闻稿。
反向股票分割取决于市场和其他惯例条件，包括股东批准，不保证反向股票分割一定能被执行，也不保证由此带来股价上涨或达到其他预期效果。董事会有权选择不实施反向股票分割，如果确定实施反向分割不再符合公司及股东的最佳利益。
公司还同时向美国证券交易委员会提交了S-3文件。该S-3生效后，公司将可以发行累计不超过3亿美元的A类普通股、认股权证。这有利于公司通过向机构和散户投资者发行A类普通股、认股权证筹集资金，来支持产量增长。虽然S-3文件已被提交，但公司预计短期内不会使用该等融资工具来筹集资金，同时也会慎重考虑该等融资工具对市场的影响。
上述S-3注册声明已提交给美国证券交易委员会，但尚未生效。S-3生效前，公司不得出售相关证券，也不得根据该S-3注册声明接受购买要约。
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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.
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 include, without limitation, statements regarding the reverse stock split, intention to hold a special meeting, the Company’s compliance with listing requirements of Nasdaq, the Company’s planned financings, plans and expectations with respect to the registration statement on Form S-3 and any potential future offering or capital raises. Forward-looking statements 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 whether the Company’s Amended and Restated Shareholder Agreement with FF Top Holding LLC complies with Nasdaq listing requirements, including Nasdaq Listing Rule 5640 regarding voting rights, the possibility that stockholder approval for the reverse stock split will not be obtained; the possibility that factors unrelated to the reverse stock split may impact the per share trading price of the Company’s common stock; the market performance generally of the Company’s common stock; the Company’s ability to regain compliance with, and thereafter continue to comply with, the Nasdaq listing requirements; the Company’s ability to satisfy the conditions precedent and close on the various financings disclosed by the Company and any future financings, the failure of any of which could result in the Company seeking protection under the Bankruptcy Code; the Company’s ability to amend its certificate of incorporation to permit sufficient authorized shares to be issued in connection with the Company’s existing and contemplated financings; whether the Company and the City of Huanggang could agree on definitive documents to effectuate the Cooperation Framework Agreement; the Company’s ability to remain in compliance with its public filing requirements under the Securities Exchange Act of 1934, as amended, and Nasdaq listing requirements and to continue to be listed on Nasdaq (including following the execution of the Shareholder Agreement); the outcome of the SEC investigation relating to the matters that were the subject of the Special Committee investigation and other litigation involving the Company; 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. The foregoing list of factors is not exhaustive. 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 SEC on May 10, 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.
The effect of a reverse stock split on the per share trading price of the Company’s common stock cannot be predicted with any certainty, and the history of reverse stock splits for other companies is varied, particularly since some investors may view a reverse stock split negatively. It is possible that the per share trading price of the Company’s common stock after a reverse stock split would not increase in the same proportion as the reduction in the number of the Company’s outstanding shares of common stock following the reverse stock split or at all, and a reverse stock split may not result in a per share trading price that would attract investors who do not trade in lower priced stocks. The Company cannot assure you that, if a reverse stock split is implemented, its common stock will be more attractive to investors. If the Company implements a reverse stock split, the per share trading price of its common stock may decrease due to factors unrelated to the reverse stock split, including its future performance. If a reverse stock split is consummated and the per share trading price of the Company’s common stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of a reverse stock split.
A reverse stock split may decrease the liquidity of the Company’s common stock and result in higher transaction costs. The liquidity of the Company’s common stock may be negatively impacted by a reverse stock split, given the reduced number of shares that would be outstanding after the reverse stock split, particularly if the per share trading price does not increase as a result of the reverse stock split. In addition, if a reverse stock split is implemented, it will increase the number of the Company’s stockholders who own “odd lots” of fewer than 100 shares of common stock. Brokerage commission and other costs of transactions in odd lots are generally higher than the costs of transactions of more than 100 shares of common stock.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in connection with the proposal to be submitted to FF stockholders at its special meeting seeking approval to authorize a reverse split. In connection with the reverse stock split, the Company has filed a proxy statement to be distributed to holders of the Company’s common stock in connection with the Company’s solicitation of proxies for the vote by the Company’s stockholders with respect to the proposed reverse stock split and other matters as described therein. After a definitive proxy statement has been filed, the Company will mail the definitive proxy statement, when available, to its stockholders. The proxy statement includes information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies in connection with the proposed reverse stock split. The Company will also file other documents regarding the proposed reverse stock split with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed reverse stock split as they become available because they will contain important information about the proposed reverse stock split.
Investors and security holders can obtain free copies of the proxy statement and all other relevant documents the Company has filed or will file with the SEC through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company’s website at https://www.ff.com/or by written request to Faraday Future Intelligent Electric at 18455 S. Figueroa Street, Gardena, California 90248.
Participants in the Solicitation
FF and its Board of Directors and executive officers may be deemed to be participants in the solicitation of proxies from FF’s stockholders in connection with the proposed reverse stock split and other matters as described in the proxy statement. Information about the directors and executive officers of FF is set forth in FF’s proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on March 17, 2023. Investors may obtain additional information regarding the interest of FF and its directors and executive officers in the reverse stock split proposal by reading the preliminary proxy statement and, when it becomes available, the definitive proxy statement relating to the special meeting. You may obtain free copies of these documents as described in the preceding paragraph.
Certain representatives of FF Top and of its indirect parent entity FF Global, including, without limitation, Jerry Wang, Weiwei Zhao and Wenyi Yan (collectively, the “FF Top Representatives”), are additional participants in the solicitation of proxies in connection with the proposed reverse stock split and other matters as described in the proxy statement. Information regarding the direct and indirect interests in the Company, by security holdings or otherwise, of FF Global, FF Top and the FF Top Representatives is included in this proxy statement; the post-effective amendment to registration statement on Form S-1, filed with the SEC on March 31, 2023; Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 9, 2023 and Proxy Statement for the Company’s 2023 Annual Meeting of Stockholders filed with the SEC on March 17, 2023; and in the Current Reports on Form 8-K filed with the SEC from time to time. Changes to the director or indirect ownership of FF Top and FF Global are set forth in SEC filings on Schedule 13D/A.
No Offer or Solicitation
This communication shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed reverse stock split. This communication shall also not constitute an offer to sell or a solicitation of an offer to buy any securities of FF, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Investors (English): ir@faradayfuture.com
Investors (Chinese): cn-ir@faradayfuture.com
Media: john.schilling@ff.com