Nxu Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in Charter) |
|
(State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including
area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) of Rule 12B-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
If an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 8.01 | Other Events. |
On March 27, 2025, Nxu, Inc. (the “Company”) issued a press release announcing that its Board of Directors (the “Board”) approved a reverse stock split of its shares of Class A common stock at a ratio of 1-for-20 (the “Reverse Stock Split”). A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
The Reverse Stock Split is expected to become effective on March 31, 2025, at 12:01 a.m. ET (the “Effective Time”), with shares of Class A common stock to begin trading under the existing trading symbol, “NXU”, on a split-adjusted basis at market open on March 31, 2025. In connection with the Reverse Stock Split, every 20 shares of the Company’s Class A common stock issued and outstanding as of the Effective Time will be automatically combined into one share of the Company’s Class A common stock. No fractional shares will be issued in the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Class A common stock.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s Class A common stock underlying the Company’s outstanding options, warrants, and equity awards, as well as the per-share exercise prices relating thereto as applicable.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NXU, INC. | ||
| Date: March 27, 2025 | By: | /s/ Mark Hanchett |
| Mark Hanchett | ||
| Chief Executive Officer | ||