FFAI signs definitive agreement to sell robotics business to FFR at ~$200M valuation, $2.246 per share, ~50% premium

Definitive all-stock agreement signed October 12, 2026; FFAI robotics business valued at approximately $200 million with FFR valued at approximately $60 million on a fully diluted basis

Share issuance at $2.246 per share reflects an approximately 50% premium to FFR's October 12, 2026 close of $1.50 and approximately 55% to the October 13, 2026 close of $1.45

Closing expected by end of October 2026; FFAI expects to consolidate FFR on a fully diluted basis at approximately 65.7% post-closing ownership

Strategic rationale: FFR positioned to become the first U.S.-listed pure-play humanoid and bionic EAI robotics company, while FFAI shifts from EAI vehicle manufacturing toward a Robotaxi Sharing Network and AI VisiCabin operator

FFR also secured up to $10 million in PIPE financing at market with no discount, no warrants, and no convertible notes; PIPE investors projected to hold approximately 5.5% on a fully diluted basis

Lockup structure: 18-month lockup on newly issued transaction shares and 6-month lockup on PIPE shares (or until resale registration is effective)

Governance: Transaction approved by FFAI and FFR special committees of disinterested independent directors; Advanture Capital Solutions LLC rendered a fairness opinion to the FFR Special Committee