Faraday Future filed on Thursday a Form 12b-25 notifying the SEC that the Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2021 within the prescribed time period, and does not expect to file it by the extended filing date pursuant to SEC Rule 12b-25, as a result of delays related to internal investigation work and remediation efforts.
On February 1, 2022, the Company filed a Current Report on Form 8-K (the “February 1 Form 8-K”) disclosing, among other things, that a special committee of independent directors of the Company (the “Special Committee”) had completed a previously announced independent investigation into allegations of inaccurate Company disclosures. Since then, the Company continues to implement the appropriate remedial actions approved by the Special Committee and continues the additional investigative work and remedial work as recommended by the Special Committee, under the direction of the Executive Chairperson and reporting to the Audit Committee of the Company’s Board of Directors. That work may result in further findings and remedial actions.
The Company needs additional time to complete the additional investigative work, and implement such additional appropriate remedial actions and to finalize the Company’s financial statements and related disclosures for both the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 (the “Q3 Form 10-Q”) and Form 10-K. Faraday Future is working diligently to finalize and file the Form 10-Q and Form 10-K and to re-establish timely financial reporting as soon as possible. As previously disclosed, the Company currently expects to file the Q3 Form 10-Q and the Form 10-K on or prior to the May 6, 2022 Nasdaq Stock Market LLC (the “Nasdaq”) deadline. The Company expects to file its amended Registration Statement on Form S-1 (File No. 333-258993) (the “Form S-1/A”) promptly following the filing of the Form 10-K.
Subsequent to the February 1 Form 8-K, the Company, certain members of the management team and employees of the Company received a notice of preservation and subpoena from the staff of the SEC stating that the SEC had commenced a formal investigation relating to the matters that were the subject of the Special Committee investigation. The Company, which had previously voluntarily contacted the SEC in connection with the Special Committee investigation, is cooperating fully with the SEC’s investigation.
The California-based company recently announced that the Nasdaq Stock Market has accepted its plan to regain compliance with Nasdaq Listing Rule 5250(c)(1), which permits the continued listing of FF common stock and warrants on the Nasdaq Global Select Market. On February 23rd, the company unveiled the first production-intent FF 91 ultra-luxury EV remaining remains on schedule for the FF 91 start of production in Q3 2022.