Nxu, Inc. Appoints New CFO

TL;DR

Nxu Inc. just hired a new CFO, Mark R. Nelson. Big changes coming?

AI Summary

On October 23, 2024, Nxu, Inc. announced the appointment of Mark R. Nelson as Chief Financial Officer. Nelson previously served as the Chief Financial Officer of Atlis Motor Vehicles Inc. and brings extensive financial leadership experience to Nxu, Inc.

Why It Matters

The appointment of a new CFO can signal a strategic shift or a focus on financial stability and growth for the company.

Risk Assessment

Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategy and performance.

Key Players & Entities

• Nxu, Inc. (company) — Registrant
• Mark R. Nelson (person) — Appointed Chief Financial Officer
• Atlis Motor Vehicles Inc. (company) — Former employer of new CFO
• October 23, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share NXU NASDAQ Indicate by ch
• $306.9 m — egate enterprise value of approximately $306.9 million, and Nxu's aggregate enterprise v
• $16.2 million — ill be an amount equal to approximately $16.2 million less an amount equal to the excess of c
• $16.2 m — egate enterprise value is approximately $16.2 million, pre-Merger Verde stockholders wi
• $1.0 million — equired to pay Nxu a termination fee of $1.0 million. Further, Nxu may terminate the Merger
• $5 million — osing of the Merger Nxu raises at least $5 million during 2025 through the sale of Nxu equ
• $300,000 — eases Ms. Wyant's annual base salary to $300,000 from $275,000, provides that Ms. Wyant
• $275,000 — t's annual base salary to $300,000 from $275,000, provides that Ms. Wyant is eligible fo
• $150,000 — her termination, a lump sum payment of $150,000, less applicable taxes and withholding,
• $15,000 — ch Non-Employee Director will receive a $15,000 per quarter cash stipend and each Non-E

Filing Documents

• u10212428k.htm (8-K) — 92KB
• ex2_1.htm (EX-2.1) — 1132KB
• ex10_1.htm (EX-10.1) — 59KB
• ex10_2.htm (EX-10.2) — 72KB
• ex10_3.htm (EX-10.3) — 27KB
• ex10_4.htm (EX-10.4) — 20KB
• ex10_5.htm (EX-10.5) — 43KB
• ex10_6.htm (EX-10.6) — 107KB
• ex10_7.htm (EX-10.7) — 47KB
• ex10_8.htm (EX-10.8) — 11KB
• ex99_1.htm (EX-99.1) — 30KB
• nxu_logo.jpg (GRAPHIC) — 6KB
• ex10_6-footer.jpg (GRAPHIC) — 10KB
• 0001214659-24-017876.txt ( ) — 2190KB
• nxu-20241023.xsd (EX-101.SCH) — 3KB
• nxu-20241023_lab.xml (EX-101.LAB) — 33KB
• nxu-20241023_pre.xml (EX-101.PRE) — 24KB
• u10212428k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On October 23, 2024, Nxu, Inc., a Delaware corporation ("Nxu"), NXU Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nxu ("Merger Sub I"), NXU Merger Sub, LLC, a Delaware limited liability company ("Merger Sub II") and Verde Bioresins, Inc., a Delaware corporation ("Verde"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub I will merge with and into Verde, with Verde continuing as a wholly owned subsidiary of Nxu and the surviving corporation of the first merger (the "First Merger") and promptly following the First Merger, Verde shall merge with and into Merger Sub II (the "Second Merger" and together with the First Merger, the "Merger"), with Merger Sub II continuing as the surviving entity of the Second Merger. The First Merger and the Second Merger are intended to be treated as integrated steps in a single transaction that qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. of the Merger Agreement, (i) immediately prior to the effective time of the First Merger (the "Effective Time"), all outstanding convertible notes of Verde will be converted into shares of Verde common stock and all outstanding and unexercised Verde warrants will be exercised for shares of Verde common stock, and (ii) at the Effective Time, (a) each then-outstanding share of Verde common stock, other than any cancelled shares and dissenting shares, will be converted into the right to receive a number of shares of Nxu common stock, and (b) each then-outstanding and unexercised Verde option to purchase shares of Verde common stock, whether vested or unvested, will be assumed by Nxu and conver

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Amended Executive Employment Agreements and Wyant Employment Agreement Concurrently with the signing of the Merger Agreement, on October 23, 2024, Nxu amended the employment agreements (collectively, the "Employment Agreement Amendments") with each of its Chief Executive Officer, Mark Hanchett, and its President, Annie Pratt (each an "Executive" and collectively, the "Executives"). The Nxu Board also appointed Sarah Wyant (together with the Executives, the "Nxu Executives"), Nxu's Interim Chief Financial Officer, to serve as Nxu's Chief Financial Officer, effective on October 23, 2024. Biographical and other information regarding Ms. Wyant required by Items 401(b) and 401(e) of Regulation S-K is contained in Nxu's proxy statement on Schedule 14A for its 2024 annual meeting of stockholders, filed with the SEC on May 2, 2024, and such information is incorporated by reference into this Report. There are no arrangements or understandings between Ms. Wyant and any other persons pursuant to which she was selected Nxu's Chief Financial Officer. There are no family relationships between Ms. Wyant and any director or executive officer of Nxu, and there are no transactions between Ms. Wyant and Nxu that would be required to be reported under Item 404(a) of Regulation S-K. In connection with Ms. Wyant's appointment, on October 23, 2024, Nxu entered into an employment agreement with Ms. Wyant (the "Wyant Employment Agreement"). Each Employment Agreement Amendment, among other things, (i) provides that the Executive may not hold other employment unless such employment does not interfere or conflict with the Executive's duty under the Executive Agreement, (ii) amends and restates the provisions governing benefits upon an involuntary termination without Cause by Nxu or the Executive's resignation for Good Reason (as such

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 23, 2024, Nxu and Verde issued a joint press release announcing execution of the Merger Agreement. A copy of that press release is furnished as Exhibit 99.1 to this Report and is incorporated herein by reference. The information furnished in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing or other document pursuant to the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing or document, except as shall be expressly set forth by specific reference in such a filing or document.

01 Other Events

Item 8.01 Other Events. Concurrently with the signing of the Merger Agreement, on October 23, 2024, Nxu entered into a Board of Directors Agreement (collectively, the "Board of Directors Agreements") with each of Jessica Billingsley and Britt Ide (each a "Non-Employee Director"), pursuant to which each Non-Employee Director will receive a $15,000 per quarter cash stipend and each Non-Employee Director will be granted 591,715 RSUs under the Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan. Such RSUs will vest as follows: (1) 147,928 RSUs are consideration for services rendered for the quarter ending September 30, 2024 and shall be immediately vested, (2) the remaining RSUs shall vest ratably at the end of each calendar quarter from December 31, 2024 until June 30, 2025, provided that the Non-Employee Director continues to serve on the Nxu Board on the applicable vesting date. Vesting of the RSUs granted to the Non-Employee Directors and quarterly Non-Employee Director stipend payments shall cease upon the closing of the Merger. The Board of Directors Agreements also amend outstanding equity awards as described below. On October 23, 2024, Nxu also amended the restricted stock unit award agreement (the "Nightengale Award Amendment") with Caryn Nightengale, a former member of Nxu's Board, to amend her outstanding equity awards as described below. Pursuant to the Board of Directors Agreements and the Nightengale Award Amendment, following the signing of the Merger Agreement, Nxu will deliver RSUs to the Non-Employee Directors and Ms. Nightengale that were granted as consideration for their prior service as members of the Nxu Board (the "Director Delayed RSUs"). Such Director Delayed RSUs shall be delivered in installments in such amounts as Nxu determines may be delivered to the Non-Employee Directors and Ms. Nightengale without jeopardizing Nxu's ability to continue as a going concern. Such Director Delayed RSUs will be delivered until the earlier of (a)

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