Amendment: SEC Form 10-K/A filed by Faraday Future Intelligent Electric Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
For
the fiscal year ended
OR
For the transition period from ________ to ________
Commission
file number
(Exact name of registrant as specified in its charter)
| 3711 | ||||
| (State or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
Securities registered pursuant to section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12 (b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1 (b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
Based
on the closing price as reported on the Nasdaq Stock Market, the aggregate market value of the registrant’s Common Stock held by
non-affiliates on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately
$
As
of May 17, 2024, there were
EXPLANATORY NOTE
Faraday Future Intelligent Electric Inc. (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K (this “Form 10-K/A”) for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the “SEC”) on May 28, 2024, as amended on May 30, 2024 (the “Original Filing”).
This Form 10-K/A is being filed to correct an administrative error in the tables entitled “Summary Compensation Table – Fiscal 2023” and “Director Compensation Table – Fiscal 2023” included in Part III, Item 11 “Executive Compensation” in the Original Filing. Specifically, the values of equity awards granted to the named executive officers and non-employee directors reported in each table did not reflect the fair value of each award determined as of the grant date under applicable accounting rules as required for these disclosures.
The amended “Summary Compensation Table – Fiscal 2023” and “Director Compensation Table – Fiscal 2023” tables are set forth below. The information for Jonathan Maroko, the Company’s Interim Chief Financial Officer, has not been included as he is not a named executive officer pursuant to Item 402(m)(2) of Regulation S-K.
Summary Compensation Table — Fiscal 2023
The following table sets forth certain information concerning compensation paid to the named executive officers for the fiscal year ended December 31, 2023 and, to the extent required by the SEC executive compensation disclosure rules, 2022.
| Name and Principal Position | Year | Salary
($)(1) | Bonus
($)(2) | Stock
Awards ($)(3) | Option
Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | All
Other Compensation ($)(4) | Total ($) | ||||||||||||||||||||||||
| Matthias Aydt | 2023 | 348,250 | 5,000 | — | — | — | — | 353,250 | ||||||||||||||||||||||||
| Global Chief Executive Officer | ||||||||||||||||||||||||||||||||
| Xuefeng Chen | 2023 | 725,207 | 50,000 | 900,202 | 99,110 | — | 80,272 | 1,854,791 | ||||||||||||||||||||||||
| Former Global Chief Executive Officer | 2022 | 487,500 | 500,000 | — | — | — | — | 987,500 | ||||||||||||||||||||||||
| Yun Han | 2023 | 390,000 | 325,000 | — | — | — | — | 715,000 | ||||||||||||||||||||||||
| Former Chief Accounting Officer and Former Interim Chief Financial Officer | 2022 | 73,976 | 200,000 | 912,815 | — | — | — | 1,186,791 | ||||||||||||||||||||||||
| Chui Tin Mok | 2023 | 433,250 | 5,000 | — | — | — | — | 438,250 | ||||||||||||||||||||||||
| Global Executive Vice President and Global Head of User Ecosystem | 2022 | 500,000 | — | 20,904 | 76 | — | — | 520,904 | ||||||||||||||||||||||||
| YT Jia | 2023 | 390,750 | 50,000 | — | — | — | — | 440,750 | ||||||||||||||||||||||||
| Chief Product and User Ecosystem Officer | ||||||||||||||||||||||||||||||||
| (1) | The annualized base salaries for the named executive officers at the beginning of fiscal 2023 were as follows: Mr. Aydt $400,000; Mr. Chen, $900,000; Ms. Han, $400,000; Mr. Mok, $500,000; and Mr. Jia, $450,000. In connection with Mr. Chen’s resignation as Global Chief Executive Officer, Mr. Chen’s annual base salary was reduced to $750,000 effective September 29, 2023. In October 2023, Messrs. Chen, Mok, Aydt and Jia agreed to a temporary salary reduction through November 2023 to an annualized minimum wage of $66,000. In December 2023, as part of the Company’s cost cutting initiatives, the base salaries of all named executive officers, other than Mr. Chen, were reduced by 30%, and Mr. Chen’s salary was reduced by approximately 50%. |
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| (2) | The amounts reported in this column for each executive represent cash signing and retention bonuses. |
| (3) | The amounts reported in these columns reflect the grant date fair value of time-based RSUs, time-based stock option awards and PSU awards, as applicable, granted to the named executive officers during 2023 and 2022 and are accounted for in accordance with FASB ASC Topic 718. For the assumptions used to value these awards, see Note 12 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for 2023 filed with the SEC on May 28, 2024 (or the corresponding note in the annual report for prior years). |
| (4) | The amount reported in this column for Mr. Chen includes a housing allowance of $64,000 and $16,272 for the payment of accrued paid time off and other benefits. |
Director Compensation Table — Fiscal 2023
The following table sets forth certain information concerning compensation paid to each of FF’s non-employee directors during 2023. Mr. Aydt, Mr. Mok and Mr. Xuefeng Chen served in 2023 as directors and employees of FF; however, they did not receive any additional compensation for their service on the Board during 2023. Please see the “– Summary Compensation Table — Fiscal 2023” for the compensation received by Mr. Chen and Mr. Aydt during 2023.
| Name | Fees Earned or Paid in Cash ($) | Stock
Awards ($)(3) | Option
Awards ($) | Total ($) | ||||||||||||
| Chad Chen | 144,267 | 136,147 | — | 280,414 | ||||||||||||
| Li Han(1)(2) | 27,603 | 74,000 | — | 101,603 | ||||||||||||
| Adam (Xin) He(2) | 257,708 | 90,253 | — | 347,961 | ||||||||||||
| Lev Peker | 14,712 | 41,918 | — | 56,630 | ||||||||||||
| Jie Sheng(1) | 134,606 | 114,476 | — | 249,082 | ||||||||||||
| Ke Sun(2) | 78,013 | 50,735 | — | 128,748 | ||||||||||||
| (1) | Mr. Peker and Ms. Han were appointed to the Board effective August 4, 2023 and March 13, 2023, respectively. |
| (2) | Mr. He resigned from the Board effective July 31, 2023. Ms. Sun resigned from the Board effective October 10, 2023. Ms. Han resigned from the Board effective June 9, 2024. |
| (3) | The amounts reported in this column reflect the grant date fair value of time-based RSUs granted to the director during 2023 and are accounted for in accordance with FASB ASC Topic 718. For the assumptions used to value these awards, see Note 12 (Stock-Based Compensation) in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on May 28, 2024. As of December 31, 2023, the non-employee directors held the following number of outstanding and unvested RSUs: Mr. Chad Chen – 14,493; Ms. Han – 14,493; Mr. Peker – 10,125; and Mr. Sheng – 14,493. |
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As required by Rule 12b-15 under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Form 10-K/A pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, this Form 10-K/A does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Form 10-K/A does not reflect or purport to reflect any information or events occurring after the original filing date of the Original Filing or modify or update those disclosures affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Part IV
Item 15. Exhibits and Financial Statement Schedules
a) List of documents filed as a part of this report:
| 1. | Financial Statements - No financial statements are included with this Form 10-K/A. The financial statements were included as part of the Original Filing. |
| 2. | Financial Statement Schedules - No financial statement schedules are included with this Form 10-K/A. The financial statement schedules were included as part of the Original Filing. |
| 3. | Exhibits – The exhibits listed in the accompanying Exhibit Index are filed as part of this Form 10-K/A. |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 31.1* | Certification of Chief Executive Officer pursuant to rule 13a-14(a) under the Securities Exchange Act of 1934. | |
| 31.2* | Certification of Chief Financial Officer pursuant to rule 13a-14(a) under the Securities Exchange Act of 1934. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Faraday Future Intelligent Electric Inc. | ||
| By: | /s/ Jonathan Maroko | |
| Jonathan Maroko | ||
| Interim Chief Financial Officer | ||
| Date: | June 24, 2024 |
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