Business Context and Reporting Period
This Form 8-K was filed by Faraday Future Intelligent Electric Inc. on April 7, 2022. The report addresses a notice received from The Nasdaq Stock Market LLC regarding the Company's failure to comply with continued listing rules due to the late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and reporting delays rather than financial performance data.
Material Changes and Delinquencies
- Late Filing Notification: On March 31, 2022, the Company filed a Form 12b-25 Notification of Late Filing, announcing its inability to file the Form 10-K within the prescribed time period.
- Reason for Delay: The delay is attributed to the need for additional time to complete investigative and remedial work recommended by a Special Committee of independent directors and to finalize financial statements for both the Q3 2021 Form 10-Q and the 2021 Form 10-K.
- Nasdaq Compliance Status: On April 4, 2022, Nasdaq issued a letter stating the Company does not comply with Listing Rule 5250(c)(1). However, Nasdaq previously granted an exception allowing the Company to regain compliance if it files the required reports by May 6, 2022.
- Required Action: The Company must submit an updated plan to regain compliance to Nasdaq by April 19, 2022.
Outlook, Risks, and Management Commentary
Management expects to file the Q3 Form 10-Q and Form 10-K on or prior to the May 6, 2022 deadline. Following the filing of the Form 10-K, the Company intends to promptly file its amended Registration Statement on Form S-1. The Company is working diligently to finalize these documents.
Material Risks and Contingencies:
- Delisting Risk: Failure to file the required reports by May 6, 2022, will result in a notice of delisting of the Company's securities.
- Appeal Rights: In the event of a delisting notice, the Company would be entitled to appeal the determination to a Nasdaq Hearings Panel and request a stay pending the appeal.
- Investigative Outcomes: Risks include the outcome of the SEC investigation related to the Special Committee's findings and the Company's ability to execute on vehicle development plans.
Key Facts for Investor Verification
- Verify the Company's ability to meet the May 6, 2022 deadline for filing the Q3 2021 Form 10-Q and the 2021 Form 10-K to avoid delisting.
- Monitor the submission of the updated compliance plan to Nasdaq, due by April 19, 2022.
- Review the status of the Special Committee's investigative work and any related SEC inquiries.
- Confirm the filing of the amended Registration Statement on Form S-1 following the 10-K submission.