Nxu Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 11, 2025

 

Nxu, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41509		92-2819012
(State or Other Jurisdiction of Incorporation		(Commission File Number)		(IRS Employer Identification No.)

 

1828 N. Higley Rd. Ste 116, Mesa, AZ 85205

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (602) 309-5425

 

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):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		NXU		NASDAQ

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 11, 2025, Nxu, Inc., a Delaware corporation (“Nxu”), held a special meeting of stockholders (the “Special Meeting”). The following are the voting results for the proposals considered and voted upon at the Special Meeting, all of which were described in Nxu’s proxy statement/prospectus filed with the Securities and Exchange Commission on January 27, 2025.

  

1. To approve (i) the issuance of shares of Nxu’s common stock, which will represent more than 20% of the shares of Nxu’s common stock outstanding immediately prior to the consummation of the proposed transactions (the “Merger”) under that certain Agreement and Plan of Merger, dated October 23, 2024 (the “Merger Agreement”), by and among Nxu, Nxu Merger Sub, Inc., a Delaware corporation, Nxu Merger Sub, LLC, a Delaware limited liability company, and Verde Bioresins, Inc., a Delaware corporation (“Verde”), to Verde’s stockholders, pursuant to the terms of the Merger Agreement, and (ii) the change of control of Nxu resulting from the Merger, pursuant to Nasdaq Listing Rule 5635(a) and 5635(b).

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,291,724				228,297				5,215				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			31,039,384				228,297				5,215				0

 

2. To amend the Certificate of Incorporation, as amended, of Nxu (the “Certificate of Incorporation”) to eliminate the dual class structure of Nxu’s common stock such that Nxu’s Class A common stock will be redesignated as Nxu’s “common stock” and Nxu’s Class B common stock will be cancelled.

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,400,170				106,962				18,104				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			31,147,830				106,962				18,104				0

 

3. To amend the Certificate of Incorporation to effect a reverse stock split of Nxu’s issued and outstanding Class A common stock at a ratio of any whole number in the range of 1-for-5 to 1-for-20, inclusive, with the final ratio to be determined in the discretion of Nxu’s board of directors and as agreed by Verde at or prior to the closing of the Merger, or in the sole discretion of Nxu’s board of directors if Proposal 1 is not approved.

 

		For				Against				Abstain
Class A common stock			1,264,067				245,234				15,935
Class B common stock			2,795,040				0				0
Series B preferred stock			26,952,620				0				0
Total			31,011,727				245,234				15,935

 

 

4. To amend the Certificate of Incorporation to classify the board of directors of Nxu.

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,245,043				253,726				26,467				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			30,992,703				253,726				26,467				0

 

5. To amend the Certificate of Incorporation to require approval by at least two-thirds of the voting power of the shares of the capital stock of Nxu that would then be entitled to vote in the election of directors at an annual meeting of stockholders in order to amend Articles VI, VIII, XI and XII of the Certificate of Incorporation (as amended by Proposals 2 through 8).

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,241,602				249,389				34,245				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			30,989,262				249,389				34,245				0

 

6. To amend the Certificate of Incorporation to permit the removal of a director only for cause by the affirmative vote of at least two-thirds of the voting power of the shares of capital stock of Nxu that would then be entitled to vote in an election of directors.

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,255,992				244,092				25,152				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			31,003,652				244,092				25,152				0

 

7. To amend the Certificate of Incorporation to extend the provisions limiting the personal liability of directors to Nxu or its stockholders for monetary damages for breach of fiduciary duties to include Nxu’s officers.

 

		For				Against				Abstain
Class A common stock			1,170,200				318,461				36,575
Class B common stock			2,795,040				0				0
Series B preferred stock			26,952,620				0				0
Total			30,917,860				318,461				36,575

 

8. To update the indemnification and advancement provisions in the Certificate of Incorporation and change the name of the company following the closing of the Merger to “Verde Bioresins, Corp.”

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,274,771				236,080				14,385				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			31,022,431				236,080				14,385				0

 

 

9. To approve the Verde Bioresins, Corp. 2025 Equity Incentive Plan.

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,225,113				264,901				35,222				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			30,972,773				264,901				35,222				0

 

10. To approve, for purposes of complying with Nasdaq listing rules, the issuance of the shares of Nxu’s Class A common stock issuable upon exercise of the Series A warrants and Series B warrants pursuant to the terms of that certain Securities Purchase Agreement, dated as of December 26, 2024, among Nxu and the purchasers named therein.

 

		For				Against				Abstain				Broker Non-Votes
Class A common stock			1,372,987				123,950				28,299				0
Class B common stock			2,795,040				0				0				0
Series B preferred stock			26,952,620				0				0				0
Total			31,120,647				123,950				28,299				0

 

11. If necessary, to approve the adjournment of the Special Meeting to a later date or dates to permit further solicitation and vote of proxies in the event there are insufficient votes for any of the above proposals.

 

		For				Against				Abstain
Class A common stock			1,209,480				277,939				37,817
Class B common stock			2,795,040				0				0
Series B preferred stock			26,952,620				0				0
Total			30,957,140				277,939				37,817

 

Based on the foregoing votes, Proposals 1 through 11 were approved. Although Proposal 11 was approved, adjournment of the Special Meeting was not necessary because each of Proposals 1 through 10 received a sufficient number of votes for approval.

 

 

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: February 12, 2025	By:	/s/ Mark Hanchett
		Mark Hanchett
		Chief Executive Officer