Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds And Issuer Purchases Of Equity Securities
Unregistered Equity Issuance – SPA Portfolio Conversions
During the six months ended June 30, 2026, the Company issued convertible promissory notes, related warrants and incremental warrants pursuant to various Securities Purchase Agreements. These instruments form the Company’s SPA Portfolio Notes financing program. As of June 30, 2026 the Company had received $4.7 million in proceeds in advance of the fourth closing of the 2025 March Unsecured SPA Notes, which have not closed as of the issuance date of this report. The corresponding notes are reported as outstanding as of period end.
As of the date of this report, SPA Portfolio Notes and related warrants and Incremental Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and were sold exclusively to accredited investors in private placements without general solicitation or advertising.
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The shares of Class A common stock issuable upon conversion of the outstanding 2023 Unsecured SPA Notes, incremental Junior Secured SPA Notes, incremental 2024 Unsecured SPA Notes and 2025 March Unsecured SPA Notes were partially registered for resale under effective registration statements. As of the date of this report, the shares issuable upon conversion of the 2025 July Unsecured SPA Notes and upon exercise of any warrants or Incremental Warrants issued in connection with the SPA Portfolio Notes program have not been registered for resale under an effective registration statement. However, certain holders may be able to resell shares issued upon conversion or exercise pursuant to an exemption from registration, including Rule 144 under the Securities Act, subject to satisfaction of the applicable conditions.
Unregistered Equity Issuance – COSTAMP S.R.L Settlement
In December 2025, the Company entered into a Settlement and Release Agreement with COSTAMP S.r.l. (“COSTAMP”) to resolve the lawsuit captioned CoStamp Group S.r.l. v. Faraday Future Intelligent Electric, Inc., Case No. 25-CV-4531, pending in the U.S. District Court for the Central District of California. Under the settlement, the Company agreed to settle the matter for total consideration of $1.6 million, consisting of $0.5 million of cash payments and $1.1 million of shares of Class A Common Stock. Pursuant to a Share Issuance Agreement entered into in connection with the settlement, the shares were issued on January 13, 2026 and were not registered as of March 31, 2026 under the Securities Act of 1933, as amended (the “Securities Act”). The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. No general solicitation or advertising was used in connection with the issuance. The number of shares issued was based on the Nasdaq closing price of the Company’s Class A Common Stock on the trading day immediately prior to the issuance date.
Pursuant to the terms of the Settlement and Release Agreement and related Share Issuance Agreement, if the Company fails to timely issue and deliver the shares, file a resale registration statement within the required period, or cause such registration statement to be declared effective within the required period, the share component will no longer be satisfied in shares and will instead become payable in cash in monthly installments.
Unregistered Equity and Equity-Linked Securities Expected to Be Issued Subsequent to June 30, 2026
(a) Recent Sales of Unregistered Securities.
During the quarter, the Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") (and, with respect to the Secured Streeterville Notes, Rule 506 of Regulation D thereunder), for private placements to accredited investors not involving any public offering, and on Section 3(a)(9) of the Securities Act for shares of Class A Common Stock issued upon conversion of the Company's outstanding convertible notes, where such shares were exchanged with existing security holders and no commission or other remuneration was paid for soliciting the exchange.
The following unregistered issuances during the three months ended June 30, 2026 were previously reported on Current Reports on Form 8-K and are incorporated herein by reference: (i) the issuance of one share of Series A Preferred Stock on April 15, 2026; (ii) the securities issued under the Amended and Restated Securities Purchase Agreement with Gold King Arthur Holding Limited entered into on April 15, 2026; (iii) the Secured Streeterville Notes issued on April 17, 2026; and (iv) the convertible notes issued on May 15, 2026 in an aggregate principal amount of $25.0 million.
In addition, during the three months ended June 30, 2026, the Company issued (i) an aggregate of 419,464 shares of Class A Common Stock upon the conversion of outstanding convertible notes, in reliance on Section 3(a)(9) of the Securities Act, and (ii) 3,678 shares of Class A Common Stock to a certain vendor in settlement of outstanding obligations, in reliance on Section 4(a)(2) of the Securities Act. The shares of Class A Common Stock described above are "restricted securities" as defined in Rule 144 under the Securities Act. Share amounts presented above have been retroactively adjusted to reflect the 1-for-150 reverse stock split effected on July 24, 2026.
(b) Use of Proceeds. Not applicable.
(c) Issuer Purchases of Equity Securities. None during the quarter
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.