Nxu, Inc. (Form: 8-K, Received: 03/27/2025 08:36:07)

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): March 27, 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 x

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

Exhibit 99.1

Press Release

FOR RELEASE ON: March 27, 2025

Nxu, Inc. Announces 1-for-20 Reverse Stock Split

MESA, Ariz., March 27, 2025 – Nxu, Inc., (NASDAQ: NXU) (“Nxu”, “the Company”), a domestic technology company focused on energy storage and charging solutions for the infrastructure we need to power our electrified future, today announced a planned reverse stock split of its shares of Class A common stock (the “common stock”) at a ratio of 1-for-20. The reverse stock split is expected to take effect as of 12:01 a.m. ET, on Monday, March 31, 2025, and shares of the Company’s Class A common stock are expected to begin trading on a post-split basis on the Nasdaq Capital Market at the market open on March 31, 2025 under the existing trading symbol “NXU”.

Reverse Stock Split Details

At the Company’s special meeting of stockholders held on February 11, 2025, the Company’s stockholders approved amending the Company’s certificate of incorporation to, among other things, effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of 1-for-5 to 1-for-20, with the final ratio to be determined in the discretion of the Company’s board of directors, which was subsequently set at a ratio of 1-for-20. Following the reverse stock split, the new CUSIP number of the Company’s Class A common stock will be 62956D303, with the par value per share of the Class A common stock remaining at $0.0001. Proportionate adjustments will be made to the per-share exercise prices and/or the number of shares issuable under all outstanding options, warrants, and equity awards.

“The reverse stock split is being implemented because we believe it will allow us to meet Nasdaq’s minimum bid price requirements and other listing requirements,” said Nxu Founder, Chairman, and CEO Mark Hanchett. “We also believe that the increased market price of the Class A common stock that is expected as a result of the reverse stock split could improve the marketability of the Company’s shares.”

When the reverse stock split becomes effective, every 20 shares of the Company’s issued and outstanding Class A common stock will be combined into one share of Class A common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split results in some stockholders owning a fractional share. 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. The reverse stock split will not change the number of authorized shares of the Class A common stock.

The Company’s transfer agent, Equiniti Trust Company, LLC, is acting as the exchange agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions.

About Nxu, Inc.

Nxu, Inc. is a domestic technology company leveraging its intellectual property and innovations to support e-Mobility and energy storage solutions. For more information, visit www.nxuenergy.com.

Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by such words as “aim”, “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will,” and variations of such words and other similar expressions.

These forward-looking statements include the expectation that the reverse stock split will enable Nxu to meet Nasdaq’s minimum bid price requirements and other listing requirements and the expectation that the price of Nxu’s Class A common stock will increase as a result of the reverse stock split. These forward-looking statements are only predictions based on current expectations and assumptions and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including the risk factors set forth under “Risk Factors” in Nxu’s annual report on Form 10-K for the year ended December 31, 2024 and in subsequent reports filed by Nxu with the Securities and Exchange Commission, and any of the following: risks related to the reduction in the number of outstanding shares following the reverse stock split, and uncertainties regarding the total market value of Nxu’s common stock following the reverse stock split.

All forward-looking statements are qualified by, and should be considered in conjunction with, these cautionary statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which such statements are made. Except as required by applicable law, neither Nxu nor Verde undertakes any obligation to update forward-looking statements to reflect events or circumstances arising after such date.

CONTACT:

Nxu, Inc.

info@nxuenergy.com