Item 3.01. Regulation FD Disclosure
On January 4, 2023, Faraday Future Intelligent Electric Inc. (the "Company")
received a written notice (the "Notice") from The Nasdaq Stock Market LLC
("Nasdaq") notifying the Company that it was not in compliance with the rules
for continued listing as set forth in Nasdaq Listing Rules 5620(a) and
5810(c)(2)(G) since the Company has not yet held an annual meeting of
stockholders (the "Annual Meeting") within 12 months of the Company's fiscal
year-end of December 31, 2021. The Company now has 45 days to submit a plan to
regain compliance. If that plan is accepted by Nasdaq, then the Company may be
granted an exception of up to 180 calendar days from the date of its
December 31, 2022 fiscal year-end, or until June 29, 2023, to regain compliance.
The Company's failure to regain compliance with standards for continued listing
would result in the ultimate de-listing of its common stock from Nasdaq. The
Company intends to hold the Annual Meeting as soon as possible and is actively
drafting a response to the Notice with a plan designed to regain compliance in
accordance with the requirements of the Notice and Nasdaq Listing Rules in the
near future.
The Notice is in addition to the previously disclosed non-compliance letter that
the Company received on October 31, 2022, relating to its failure to maintain a
minimum bid price of $1.00 per share for 30 consecutive business days in
accordance with Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Deficiency"). The
Notice has no immediate effect on the listing of the common stock on Nasdaq. The
Company has 180 calendar days from October 31, 2022, or until May 1, 2023, to
regain compliance with the minimum bid requirement under Nasdaq Listing Rule
5550(a)(2). To regain compliance, the closing bid price of the Company's common
stock must be at least $1.00 per share for a minimum of 10 consecutive trading
days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to May 1,
2023. In the event the Company does not regain compliance during such compliance
period, the Company may be eligible for an additional 180 calendar days to
comply with Nasdaq Listing Rule 5550(a)(2), subject to the Company satisfying
the continued listing requirement for the market value of publicly held shares
and all other initial listing standards for the Nasdaq Capital Market, with the
exception of the bid price requirement, subject to Nasdaq's approval.
As previously disclosed, at a special meeting of stockholders held on November
3, 2022, the Company's stockholders approved a proposal providing the Company's
board of directors with the discretion to effect a reverse stock split by a
ratio of any whole number in the range of 1-for-2 to 1-for-10 (the "Reverse
Stock Split"). The Company is monitoring the closing bid price of the common
stock and considering its available options to resolve the Bid Price Deficiency,
and it plans to effect the Reverse Stock Split prior to the compliance date for
the Bid Price Deficiency to the extent needed to cure such deficiency. There can
be no assurance that the Company will be able to regain compliance with
Nasdaq's continued listing requirements or that Nasdaq will grant the Company a
further extension of time to regain compliance, if applicable.
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 Company's
intention to hold the Annual Meeting and to effect a Reverse Stock Split, and
the Company's expectations regarding its ability to regain compliance with
Nasdaq listing requirements, 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 the market performance of the Company's common stock, the Company's
ability to regain compliance with the Nasdaq listing requirements, the Company's
ability to satisfy the conditions precedent and close on the various financings
previously disclosed by the Company and anticipated additional 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; the ability of the Company to
agree on definitive documents to effectuate the governance changes with FF Top;
the Company's ability to remain in compliance with its public filing
requirements under the Securities Exchange Act of 1934, as amended; 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; 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; recent 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 directors and 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 registration statement on Form S-1 filed on December
23, 2022, 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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