Business Context and Reporting Period
Company: Faraday Future Intelligent Electric Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 17, 2021 (Event Date); Signed November 23, 2021
Reporting Period: The filing addresses compliance issues regarding the Quarterly Report on Form 10-Q for the period ended September 30, 2021.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This 8-K filing is a notice of regulatory non-compliance and does not contain financial statement data.
Material Changes and Events
- Nasdaq Non-Compliance: The Company received a letter from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to the failure to file the Q3 2021 Form 10-Q.
- Delisting Risk: The Company is scheduled to be placed on a list of non-compliant Nasdaq companies within five business days of November 17, 2021.
- Investigation Status: A Special Committee of independent directors is conducting an internal investigation into allegations of inaccurate disclosures, including claims from a short seller report issued on October 7, 2021.
- Filing Delays: The Company cannot predict when the Q3 Form 10-Q, Q3 earnings press release, or amended Form S-1 will be filed, as these are contingent on the conclusion of the ongoing investigation.
Guidance, Outlook, and Risks
- Compliance Plan: The Company has 60 calendar days to submit a plan to regain compliance with Nasdaq rules. Nasdaq staff may grant an exception extending the timeline up to 180 calendar days from the original due date.
- Listing Status: Securities will continue to be listed on Nasdaq during the compliance period and any granted extension.
- Uncertainty: Management states it cannot predict the duration, scope, outcome, or financial impact of the internal investigation.
- Contingencies: Future filings are dependent on the completion of the investigation into disclosure allegations.
Investor Verification Checklist
- Verify the current status of the Special Committee's investigation into the October 2021 short seller report.
- Monitor the Company's submission of a compliance plan to Nasdaq within the 60-day window.
- Track the filing date of the overdue Q3 2021 Form 10-Q and the associated earnings release.
- Confirm whether Nasdaq grants an extension beyond the initial 60-day period.
- Review the amended Registration Statement on Form S-1 (File No. 333-258993) once filed.