Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.
Closing
Ancillary Agreements
On
October 23, 2026, in connection with the closing of the transaction contemplated under the Transaction Agreement (the “Closing”),
the Company, FFAI, Yueting Jia and Jiawei Wang entered into that certain support agreement (the “Support Agreement”). Each
undersigned stockholder undertakes to approve the stockholder proposals described above by written consent and, if a meeting is held,
to attend for quorum purposes and vote in favor of the proposals and against specified competing or obstructive actions. These voting
obligations apply to shares that each undersigned stockholder is entitled to vote and exclude proposals that would materially and disproportionately
adversely affect such stockholder compared with other Company stockholders. The Support Agreement also restricts transfers, subject to
specified exceptions, and prohibits inconsistent voting arrangements. The voting and transfer obligations continue until the earlier
of receipt of all approvals of the stockholder proposals and termination of the Transaction Agreement in accordance with its terms.
In
connection with the Closing, on October 23, 2026, FFAI and the Cayman Seller delivered a lock-up agreement (the “Lock-up Agreement”)
to the Company. Under the Lock-up Agreement, FFAI and the Cayman Seller are subject to restrictions for a period of eighteen months following
the Closing with respect to 100% of the consideration securities received pursuant to the Transaction Agreement, including common stock
issued or issuable upon conversion of the preferred stock and securities issued in respect thereof in specified corporate events. The
restrictions prohibit sales, transfers, hedging and public announcements of an intention to engage in such transactions, subject to specified
consent and transfer exceptions.
In
connection with the Closing, on October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics Inc. a subsidiary of the Company (“FF
AI-Robotics”) entered into that certain common technology license agreement (the “Common Technology License Agreement”),
pursuant to which FF AI-Robotics and its affiliates were granted an exclusive (including as to the licensor and its affiliates), perpetual,
irrevocable, worldwide, royalty-free and fully paid-up license to specified technology used in both the robotics business and other businesses
of FFAI, solely within the field of use specified in the agreement. On October 23, 2026, FFAI, Faraday&Future Inc. and FF AI-Robotics
also entered into that certain intellectual property assignment agreement (the “Intellectual Property Assignment Agreement”),
pursuant to which Faraday&Future Inc. assigned to FF AI-Robotics intellectual property rights used exclusively in the robotics business.
In
connection with the Closing, the Company, FFAI and RobotCo executed that certain transition services agreement (the “Transition
Services Agreement”), effective as of October 1, 2026, under which FFAI provide transition services to RobotCo in (i) EAI Device;
(ii) EAI Brain & Open Source and Open Developer Platform; (iii) Data Factory; and (iv) Industry Solutions, and other relevant services.
Fees for the services equal FFAI’s actual, direct and documented costs of providing the services, without markup. The initial term
of the Transition Services Agreement is twelve months, and FFAI and RobotCo may extend the term upon mutual consent..
The
foregoing descriptions of the Support Agreement, the Lock-up Agreement, the Common Technology License Agreement, the Intellectual Property
Assignment Agreement and the Transition Services Agreement do not purport to be complete and are qualified in their entirety by reference
to the full text of such agreements. The Support Agreement, form of the Lock-up Agreement, the Common Technology License Agreement and
the Intellectual Property Assignment Agreement are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report
on Form 8-K, and the Transition Services Agreement is incorporated by reference as Exhibit 10.5 to this Current Report on Form 8-K.
Item 2.01Item 2.01 - Completion of Acquisition
Item
2.01. Completion of Acquisition or Disposition of Assets.
The
information provided in the Explanatory Note, Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference
herein.
At
the Closing, the Company acquired all of the issued and outstanding capital stock of RobotCo from the Cayman Seller in exchange for 1,315,313
shares of common stock, par value par value $0.001 per share (the “Common Stock”) and 65,475 shares of the Company’s
Series C Non-Voting Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”).
At
the effective time of the merger, each outstanding option to purchase RobotCo common stock was assumed by the Company and converted into
an option to acquire Common Stock, with the number of underlying shares and the per-share exercise price adjusted using an exchange ratio
of 0.89 and subject to the rounding provisions in the Transaction Agreement.
The
description of the Transaction Agreement set forth in Item 1.01 of the Company’s Current Report on Form 8-K filed on October 14,
2026 is incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety by reference
to the full text of the Transaction Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided in the Explanatory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
At
the Closing, the Company issued 1,315,313 shares of Common Stock and 65,475 shares of Series C Preferred Stock to the Cayman Seller as
consideration for all of the issued and outstanding capital stock of RobotCo. The Series C Preferred Stock is convertible, subject to
the limitations described in Item 5.03 below, into an aggregate of 65,474,624 shares of Common Stock, subject to adjustment in accordance
with the Certificate of Designation.
The
Company issued the consideration securities to the Cayman Seller in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.
The Company relied on the private nature of the negotiated transaction, the Cayman Seller’s access to Company information, and
its investment and transfer-restriction representations. The Company received all of the issued and outstanding capital stock of RobotCo
and no cash proceeds. No underwriting discounts or commissions were paid.
Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
Appointment
of Chief Executive Officer
Effective
as of the Closing, the Company’s board of directors appointed Yueting Jia as Chief Executive Officer and principal executive officer
of the Company. Mr. Jia, age 52, founded Faraday Future and currently serves as Global Chief Executive Officer of FFAI. He served as
Global Co-Chief Executive Officer of FFAI from April 2025 until his appointment as sole Global Chief Executive Officer in May 2026. He
previously served as FFAI’s Chief Product and User Ecosystem Officer from September 2019 to April 2025 and as its Chief Executive
Officer from 2017 to September 2019.
Mr.
Jia served as the Company’s Chief Advisor pursuant to that certain advisor agreement (the “Advisor Agreement”) dated
February 10, 2026 and effective as of October 2, 2025, which was terminated immediately prior to the Closing. The description of the
Advisor Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed on February 17, 2026 and the related-party disclosure
in Note 14 to the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2026 are incorporated herein by reference.
On
October 23, 2026, the Company entered into an employment agreement (the “Jia Employment Agreement”) with Mr. Jia, which became
effective automatically upon the Closing. Under the Jia Employment Agreement, Mr. Jia serves as Chief Executive Officer, reports to the
Company’s board of directors and may continue his concurrent service as founder and Global Chief Executive Officer of FFAI. Mr.
Jia’s employment is at will.
The
Jia Employment Agreement provides for an annual base salary of $500,000 and a target annual bonus of $500,000, or 100% of base salary.
Subject to approval and formal grant by the board of directors or its compensation committee, Mr. Jia is eligible to receive annual equity
awards with a target grant-date value of $1.5 million in restricted stock units and $1.5 million in performance stock units. Mr. Jia
has voluntarily agreed to defer any adjustment to his compensation until the Company and its subsidiaries have cumulatively sold and
delivered 2,000 robotics units.
If
the Company terminates Mr. Jia’s employment without cause or Mr. Jia resigns for good reason, then, subject to his execution and
non-revocation of a release, he will be entitled to 12 months of base-salary continuation and payment of the Company’s portion
of COBRA premiums, a lump-sum payment equal to 100% of his target annual bonus for the year of termination and full vesting of all outstanding
equity awards that have been approved and granted, with performance conditions deemed satisfied at the greater of actual performance
measured as of the termination date or 100% of target. Effective immediately before the Jia Employment Agreement became effective, Mr.
Jia’s Advisor Agreement with the Company terminated and was superseded, subject to specified surviving provisions and accrued rights.
The
foregoing description of the Jia Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Jia Employment Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated
herein by reference.
Appointment
of Executive Chairman
Effective
as of the Closing, Jiawei (Jerry) Wang ceased to serve as the Company’s Chief Executive Officer and was appointed Executive Chairman
of the Company. Mr. Wang continues to serve as a director of the Company. Also Mr. Wang is Mr. Jia’s nephew.
On
October 23, 2026, the Company entered into Amendment No. 1 to the employment agreement with Mr. Wang (the “Wang Amendment”),
which became effective upon the Closing. The Wang Amendment provides for Mr. Wang to serve as Executive Chairman and, if elected by the
board of directors, Chairman of the board of directors, with responsibility for oversight of the Company’s finance, capital markets,
legal and operations functions. Mr. Wang may continue his concurrent service as Global Executive Chairman of FFAI.
Under
the Wang Amendment, Mr. Wang’s annual base salary of $300,000, target annual bonus of $300,000 and annual equity-award target of
$1.5 million remain unchanged until the Company and its subsidiaries have cumulatively sold and delivered 2,000 robotics units, after
which the compensation committee may review and approve new compensation. The Wang Amendment also revises Mr. Wang’s severance
terms and confirms that his employment is at will.
The
foregoing description of the Wang Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Wang Amendment, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Wang’s existing employment agreement is incorporated by reference as Exhibit 10.9 to this Current Report on Form 8-K.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
October 23, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences,
Rights and Limitations of Series C Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), which became
effective upon filing and designated 65,475 shares of the Company’s preferred stock as Series C Preferred Stock.
The
Series C Preferred Stock has no voting rights, except as required by the Delaware General Corporation Law. Dividends and distributions
upon liquidation are made on an as-converted basis pari passu with the Common Stock, without preference or priority. The 65,475 shares
of Series C Preferred Stock are convertible in the aggregate into exactly 65,474,624 shares of Common Stock, subject to customary adjustment
provisions. Conversion and any related voting rights are prohibited until the Company obtains the requisite stockholder approval, the
20-calendar-day period under Rule 14c-2 of the Securities Exchange Act of 1934, as amended, has expired, and any required amendment to
the Company’s certificate of incorporation has become effective.
The
foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
On
October 26, 2026, the Company issued a press release announcing relating to the Closing. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Also on October 26, 2026, the Company will make
an investor presentation. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated
herein by reference.
The
information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
This
Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities.