{"url_path":"/sec/ffaiw/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1805521/0001213900-26-058020-index.html","accession_number":"0001213900-26-058020","cik":"0001805521","ticker":"FFAI","issuer_name":"FARADAY FUTURE INTELLIGENT ELECTRIC INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1805521/0001213900-26-058020-index.html","primary_entity_key":"0001805521","primary_entity_name":"FARADAY FUTURE INTELLIGENT ELECTRIC INC."},"word_count":1921,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n* *\n\nOn May 15, 2026 (the “Signing Date”),\nFaraday Future Intelligent Electric Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase\nAgreement”) with certain institutional investors (collectively, the “Investors”). Pursuant to the Purchase Agreement,\nthe Company has agreed to sell, and the Investors have agreed to purchase, for an aggregate purchase price of $25 million, certain senior\nconvertible notes in the aggregate principal amount of $25 million (the “Notes”) that are convertible into shares of the Company’s\nClass A common stock, par value $0.0001 per share (the “Common Stock”). The closing (the “Closing”) occurred on\nMay 15, 2026 (the “Closing Date”). The Notes and the shares of Common Stock issuable upon conversion of the Notes are collectively\nreferred to as the “Securities”.\n\n \n\nPursuant to the Purchase Agreement, the Company\nhas agreed to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the\n“Commission”) within 45 calendar days of the Closing Date, to register for resale 200% of the shares of Common Stock issuable\npursuant to the Notes, and seek effectiveness within 105 days following the Closing Date, and keep such Registration Statement effective\nat all times until no Investor owns any Notes or shares of Common Stock issuable upon conversion or exercise thereof.\n\n \n\nNotes\n\n* *\n\n*Maturity Date; Interest.*\n\n \n\nPursuant to the Notes, interest will commence\naccruing on the date of issuance (the “Issuance Date”) at the interest rate of 8% per annum (the “Interest Rate”)\nand will be computed on the basis of a 360-day year and twelve 30-day months and will be payable on a Conversion Date (as defined in the\nNotes) with respect to the Conversion Amount (as defined in the Notes) being converted on such Conversion Date, with any remaining accrued\nand unpaid interest payable on the one-year anniversary of the issuance date thereof (the “Maturity Date”) (each Conversion\nDate and Maturity Date, an “Interest Date”).\n\n \n\nInterest will be payable to the noteholders on\neach Interest Date in shares of Common Stock, subject to certain conditions set forth in the Notes. Prior to the payment of interest on\nan Interest Date, interest on the Notes will accrue at the Interest Rate and will be payable by way of inclusion of the interest in the\nConversion Amount on each Conversion Date, or upon any redemption, unless in the event of an event of default, in which case the interest\nrate of the Notes will automatically be increased to 15% per annum (the “Default Rate”). In the event such default has been\ncured, the Default Rate will cease to be effective as of the calendar day immediately following the date of such cure; provided that the\ninterest as calculated and unpaid at the Default Rate during the continuance of that certain default will continue to apply to the extent\nrelating to the days after the occurrence of such default through and including the cure date of such default.\n\n \n\nThe Maturity Date may be extended by the noteholders\nunder circumstances specified therein. On the Maturity Date, the Company must pay the noteholders an amount in cash representing all outstanding\nprincipal, accrued and unpaid interest on such principal and interest and accrued and unpaid Late Charges (as defined in the Notes). Other\nthan as specifically permitted by the Notes, the Company may not prepay any portion of the outstanding principal and accrued, unpaid interest\nor accrued and unpaid Late Charges on principal and interest, if any.\n\n \n\n1\n\n \n\n*Conversion; Conversion at Option of Holder*\n\n \n\nEach noteholder may convert all, or any portion,\nof the Notes, at any time at such noteholder’s option, into shares of Common Stock, at an initial conversion price per share as\nset forth in the form of Note attached as Exhibit 4.1 hereto (the “Conversion Price”), subject to adjustment as provided in\nthe Notes, in an amount equal to 108% of the portion of the (i) principal, (ii) interest, (iii) an amount equal to the amount of additional\ninterest that would accrue under the Note at the Interest Rate then in effect had the Note remained outstanding through and including\nthe Maturity Date, (iv) accrued and unpaid Late Charges with respect to such principal and interest of the Note and (v) other amounts\noutstanding under the Note to be converted, redeemed or otherwise with respect to which such determination is being made.\n\n \n\n*Adjustments of the Conversion Price*\n\n* *\n\nIf on or after the date the Notes are issued (the\n“Subscription Date”), the Company issues or sells any shares of Common Stock, subject to certain exclusions, for consideration\nper share that is less than the Conversion Price then in effect, the Conversion Price will be adjusted downward to the applicable New\nIssuance Price (as defined in the Notes). The Conversion Price will also be proportionately adjusted for stock splits, stock dividends,\nstock combinations, recapitalizations and similar transactions affecting the Common Stock. In addition, if the Company issues Variable\nPrice Securities (as defined in the Notes) after the Subscription Date, the Holder may substitute the applicable Variable Price (as defined\nin the Notes) for the Conversion Price upon conversion of the Notes. Subject to the rules and regulations of the Nasdaq Stock Market LLC\n(“Nasdaq”) and the prior written consent of the noteholder, the Company may voluntarily reduce the then-current Conversion\nPrice to any amount and for any period of time deemed appropriate by the Company’s board of directors.\n\n \n\n*Floor Price*\n\n* *\n\nThe Floor Price of the Notes is $0.15528 per share\nof Common Stock, subject to the Company’s right to reduce, from time to time, to a price per share not contrary to the rules and\nregulations promulgated by Nasdaq (and other adjustments for stock splits, stock dividends, stock combinations, recapitalizations and\nsimilar events).\n\n \n\n*Alternate Conversion*\n\n \n\nEach noteholder may alternatively elect to convert\nthe Notes, at any time at such noteholder’s option, into shares of Common Stock at the “Alternate Conversion Price”\nequal to the lower of:\n\n \n\n●the Conversion Price then in effect; and\n\n \n\n●the greater of:\n\n \n\n●the Floor Price; and\n\n \n\n●the lowest volume weighted average price (“VWAP”)\nof the Common Stock during the five consecutive trading days ending and including the trading day immediately preceding the delivery\nor deemed delivery of the applicable conversion notice.\n\n \n\n2\n\n \n\n*Floor Breach Event*\n\n* *\n\nIf on any Conversion Date, the Conversion Price\nthen in effect would have otherwise been lower than the Floor Price then in effect, the Company is required to pay to each noteholder\nan amount in cash equal to the product obtained by multiplying (A) the higher of (1) the highest price of the Common Stock on the trading\nday immediately preceding the applicable Conversion Date and (2) the applicable Alternate Conversion Price, and (B) the difference between\n(1) the number of shares the noteholder would have received at the Conversion Price as it would have been adjusted notwithstanding the\nFloor Price and (2) the Floor Price. Alternatively, the Company may, at its option, increase the then outstanding principal amount of\nthe applicable Note by such amount.\n\n \n\nIf, during any period of ten consecutive trading\ndays, the daily VWAP (as defined in the Notes) of the Common Stock is less than the Floor Price on five or more Trading Days, a “Floor\nBreach Event” shall occur, upon which the Company shall have a period of 30 calendar days (and 20 calendar days for each subsequent\nFloor Breach Event) to, if permitted by Nasdaq, cure such Floor Breach Event by resetting the Floor Price to a level such that the daily\nVWAP of the Common Stock equals or exceeds such reset Floor Price for at least ten consecutive trading days. A Floor Breach Event will\nalso be deemed cured if the daily VWAP equals or exceeds the Floor Price for ten consecutive trading days without any reset. If the Company\nfails to cure a Floor Breach Event within the applicable cure period, the noteholder may require the Company to redeem all or any portion\nof the Conversion Amount for cash at a price equal to the Conversion Amount of the Notes, which amount is due and payable within five\ntrading days after the Company’s receipt of the applicable redemption notice; provided that the noteholder retains all rights to\neffect conversions during the continuance of such Floor Breach Event and until the Floor Redemption Price is paid in full.\n\n* *\n\n*Limitations on Conversion*\n\n \n\n*Beneficial Ownership Limitation*. A noteholder\ndoes not have the right to convert any portion of a Note to the extent that, after giving effect to such conversion, the noteholder (together\nwith certain related parties) would beneficially own in excess of 9.99% (the “Maximum Percentage”), of shares of Common Stock\noutstanding immediately after giving effect to such conversion. The Maximum Percentage may be raised or lowered to any other percentage\nnot in excess of 9.99%, at the option of the noteholder, except that any increase will only be effective upon 61 days’ prior notice\nto the Company.\n\n \n\n*Exchange Cap Limitation.* Unless the Company\nobtains the approval of its stockholders in accordance with Nasdaq Listing Rules 5635(d) (19.99% of the outstanding shares of Common Stock\non the Signing Date) will be issuable upon conversion or exercise, as applicable, or otherwise pursuant to the terms of the Notes.\n\n* *\n\n*Redemption Rights*\n\n \n\n*Company Optional Redemption*. The Company\nhas the option to redeem the Notes at an 8% redemption premium to the greater of (i) the shares of Common Stock then outstanding under\nthe Notes and (ii) the equity value of Common Stock underlying the Notes. The equity value of Common Stock underlying the Notes is calculated\nusing the greatest closing sale price of the Common Stock during the period commencing on the date immediately preceding notice of such\nredemption and ending on the trading day immediately prior to the date the Company makes the entire payment required to be made for such\nredemption.\n\n \n\n*Bankruptcy Event of Default Mandatory Redemption*.\nUpon any bankruptcy event of default, the Company must immediately redeem in cash all amounts due under the Notes at an 8% premium unless\nthe noteholder waives such right to receive such payment.\n\n  \n\n3\n\n \n\n*Deposit Account Control Agreement*\n\n* *\n\nThe Company’s obligations under each Note are secured by a Deposit\nAccount Control Agreement (each, a “DACA”) with respect to the Accounts (as defined in the DACA). The Company acknowledges\nand agrees that the Investor is authorized to send instructions to the Deposit Holder (as defined in the DACA) directing the disposition\nof the funds held in the Accounts.\n\n \n\nPlacement Agency Agreement\n\n** **\n\nOn the Signing Date, the Company also entered\ninto a placement agency agreement (the “PAA”) with Univest Securities, LLC, the placement agent for the offering (the “Placement\nAgent”), in connection with the transactions contemplated under the Purchase Agreement. Pursuant the PAA, the Company agreed to\npay to the Placement Agent (i) a cash fee equal to a percentage of (A) the gross proceeds received by the Company from the sale of the\nNotes and (B) any actual amounts released to the Company from the Accounts; and (ii) a $125,000 out-of-pocket expenses to cover the reasonable\nfees and expenses of Placement Agent’s counsel and due diligence analysis.\n\n \n\nThe foregoing summaries of the Purchase Agreement,\nthe form of Note, the DACA, the PAA, and the transactions contemplated thereby do not purport to be complete and are qualified in their\nentirety by reference to the full text of such documents, copies of which are filed herewith as Exhibits 10.1, 4.1, 10.2 and 10.3, respectively,\nto this Current Report on Form 8-K and each of which is incorporated herein by reference."}