Nxu, Inc. Files 8-K for Material Agreement

TL;DR

Nxu, Inc. just filed an 8-K for a material definitive agreement on unregistered equity sales. Big news incoming.

AI Summary

On December 26, 2024, Nxu, Inc. entered into a Material Definitive Agreement related to unregistered sales of equity securities. The company, formerly known as Atlis Motor Vehicles Inc., is incorporated in Delaware and headquartered in Mesa, Arizona.

Why It Matters

This filing indicates a significant event for Nxu, Inc., potentially involving new equity financing or strategic partnerships that could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to unregistered sales of equity securities can sometimes indicate a need for capital, which may dilute existing shareholders or signal financial challenges.

Key Players & Entities

• Nxu, Inc. (company) — Registrant
• Atlis Motor Vehicles Inc. (company) — Former Company Name
• December 26, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Mesa, AZ (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share NXU NASDAQ Indicate by
• $3,000,000 — the Private Placement was approximately $3,000,000. The Pre-Funded Warrants are exercisab
• $0 — es A Warrants have an exercise price of $0.50, subject to adjustment. In addition,
• $0.0524 — (as defined) and (ii) a floor price of $0.0524 (subject to adjustment). If the exercis
• $50,000 — reimburse the Placement Agent for up to $50,000 for accountable out-of-pocket expenses.

Filing Documents

• ea0226145-8k_nxuinc.htm (8-K) — 60KB
• ea022614501ex4-1_nxuinc.htm (EX-4.1) — 108KB
• ea022614501ex4-2_nxuinc.htm (EX-4.2) — 123KB
• ea022614501ex4-3_nxuinc.htm (EX-4.3) — 121KB
• ea022614501ex10-1_nxuinc.htm (EX-10.1) — 297KB
• ea022614501ex10-2_nxuinc.htm (EX-10.2) — 118KB
• ea022614501ex10-3_nxuinc.htm (EX-10.3) — 22KB
• ea022614501ex10-4_nxuinc.htm (EX-10.4) — 4KB
• 0001213900-24-112875.txt ( ) — 1231KB
• nxu-20241226.xsd (EX-101.SCH) — 3KB
• nxu-20241226_lab.xml (EX-101.LAB) — 33KB
• nxu-20241226_pre.xml (EX-101.PRE) — 22KB
• ea0226145-8k_nxuinc_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. PIPE Securities Purchase Agreement On December 26, 2024, Nxu, Inc. (the "Company") entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (the "Investors"). Pursuant to the Purchase Agreement, the Company will sell to the Investors (the "Private Placement") an aggregate of (i) 6,800,000 shares (the "Purchased Shares") of the Company's Class A Common Stock, $0.0001 par value per share ("Common Stock"), (ii) pre-funded warrants to purchase 5,200,000 shares of Common Stock (the "Pre-Funded Warrants"), (iii) Series A warrants to purchase up to 6,000,000 shares of Common Stock (the "Series A Warrants"), and (iv) Series B warrants to purchase a number of shares of Common Stock to be determined on the Reset Date referenced below in accordance with the terms of the Series B warrants (the "Series B Warrants" and together with the Pre-Funded Warrants and the Series A Warrants, the "Warrants"). The Purchased Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the "Securities." The aggregate offering price for the Purchased Shares and the Warrants sold in the Private Placement was approximately $3,000,000. The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an initial exercise price of $0.0001 per share, subject to adjustment. The Series A Warrants and the Series B Warrants are exercisable upon receipt of approval of the Company's stockholders relating to the issuance of the shares of Common Stock underlying the Series A Warrants and the Series B warrants as required by the rules and regulations of The Nasdaq Stock Market LLC (the "Stockholder Consent"). The Series A Warrants have an exercise price of $0.50, subject

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the Investors in the Purchase Agreement, the issuances of the Securities in connection with the Private Placement are exempt from registration under the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each of the Investors represented that they are an "accredited investor" as defined in Rule 501(a) under the Securities Act, and that they are acquiring the Securities for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States federal securities laws. 3 Cautionary Statement Regarding Forward-Looking This Report contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to any anticipated stockholder approvals required in connection with the Private Placement, the filing of the Resale Registration Statement to register the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants, the potential future sale of shares of the Company's Common Stock and price for such sales under the Purchase Agreement. The words "may," "will," "could," "would," "should," "expect," "future," "intend," "plan," "believe," "potential," "continue" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant 4.3 Form of Series B Warrant 10.1* Form of Securities Purchase Agreement, dated as of December 26, 2024, by and among Nxu, Inc. and the Investors named therein 10.2 Form of Registration Rights Agreement, dated as of December 26, 2024, by and among Nxu, Inc. and the Investors named therein 10.3 Form of Lock-Up Agreement 10.4 Form of Voting Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request. 5

SIGNATURES

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: December 27, 2024 By: /s/ Mark Hanchett Mark Hanchett Chief Executive Officer 6

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View this 8-K filing on SEC EDGAR