The $41 million aggregate purchase price from Faraday Future Intelligent Electric Inc.'s March 2025 Securities Purchase Agreement, composed of roughly $39.5 million in cash and approximately $1.5 million converted from a prior loan, anchors a restructuring the company and its investors executed on August 20, 2026 (FFAI, Nasdaq). The Amendment Agreement splits the fourth closing, which had not yet occurred as of the signing date, into two separate closings and strips Common Warrant and Incremental Warrant obligations from both remaining closings and the instruments already issued at the three completed ones. Those three closings ran April 4, 2025, May 28, 2025, and July 11, 2025.
Warrant changes reach back to completed closings
The warrant eliminations extend retroactively. Outstanding Incremental Warrants issued at each of the three completed closings were amended to remove investors' right to receive Common Warrants upon exercise. A portion of the remaining Note Commitment Amount for one investor was reallocated to another under the revised Commitment Annex. The filing identifies no investor by name, referring throughout to "the Investors" as a collective party to the March 2025 agreement.
Conversion price mechanics on the A&R Notes
The Amended and Restated Unsecured Notes carry terms otherwise substantially similar to the original form filed as Exhibit 4.3 in March 2025. The conversion price now adjusts at three defined moments only: at the final closing, reset to 100% of the Closing Bid Price on the trading day immediately prior; on receipt of Stockholder Approval, reset to 100% of that same prior-day bid construct; and on the Registration Statement effectiveness date, again to 100% of the Closing Bid Price on the day immediately before effectiveness.
Each trigger ties the conversion price to a market-observable input at the moment of the relevant event, rather than a fixed contractual rate set in advance.
Chief Financial Officer Koti Meka signed the 8-K on August 21, 2026. The full Amendment Agreement and the form of Amended and Restated Unsecured Notes are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to the Current Report on Form 8-K.
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