M&A - Nxu, Inc.

Form Type: 10-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000121465925004401

Filing Summary: This document is the Annual Report on Form 10-K for Nxu, Inc. for the fiscal year ended December 31, 2024. It discusses the company's business operations, risk factors, management analysis, and financial statements. A notable event detailed in this report is the company's merger with Verde Bioresins Inc., which was executed to enhance operational capabilities and market presence. The report indicates the financial health of the company, including total shares outstanding for Class A and B common stocks as of March 13, 2025, and major corporate governance initiatives, including information about directors and executive compensation. Furthermore, it includes forward-looking statements about potential growth opportunities and the company's strategies moving forward.

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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Merger

Type: New

Accession Number: 000121390025013052

Filing Summary: On February 11, 2025, Nxu, Inc. held a special meeting of stockholders to vote on several proposals related to a merger with Verde Bioresins, Inc. Key votes included approval for the issuance of shares representing over 20% of Nxu’s common stock prior to the merger and the change of control resulting from the merger. The proposals also included amending the Certificate of Incorporation to eliminate dual class stock structure, effect a reverse stock split, classify the board, and extend certain liability limitations to officers. All proposals received sufficient votes for approval, allowing the merger and related corporate changes to move forward. Nxu will be renamed Verde Bioresins, Corp. after the merger.

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Form Type: S-4/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025006238

Filing Summary: Nxu, Inc. is proposing a merger with Verde Bioresins, Inc., as detailed in this registration statement amendment filed with the SEC. The merger is set to occur following stockholder approval at a special meeting on February 11, 2025. Under the terms of the merger, Nxu's Merger Sub I will merge into Verde, with Verde surviving as a wholly-owned subsidiary of Nxu. Following this, Verde will merge into Nxu's Merger Sub II, resulting in the cessation of Verde's corporate existence. Upon completion of the merger, qualifying Verde shareholders will convert their shares into Nxu common stock based on an exchange ratio estimated at 0.0069. Furthermore, Nxu is set to change its name post-merger to Verde Bioresins, Corp., trading under the new symbol 'VRDE' on the Nasdaq. The document outlines various proposals that stockholders will vote on at the Nxu special meeting, including the approval of the issuance of shares to Verde stockholders, amendments to Nxu's Certificate of Incorporation to eliminate the dual class structure, and the proposal for a reverse stock split of its Class A common stock, among others. This registration statement is deemed necessary to meet SEC requirements and facilitate the merger process, and it urges stockholders to review the accompanying proxy statement comprehensively.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000121465925000507

Filing Summary: On January 13, 2025, Nxu, Inc. announced the election of Erin Essenmacher to the Board of Directors to fill a vacancy. She is recognized as an independent director under Nasdaq listing rules. Essenmacher's compensation includes $20,000 in cash for the first financial quarter of 2025 and a potential $25,000 per quarter cash stipend starting April 1, 2025, conditional on her continued service as a director. Her agreement will terminate with the closing of the transactions outlined in the Agreement and Plan of Merger dated October 23, 2024, or under certain other conditions. No arrangements were disclosed between Essenmacher and other persons regarding her selection, nor were any transactions requiring disclosure noted. This action ties into the previously reported merger activities of the company.

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Form Type: S-4/A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: Update

Accession Number: 000121390025002236

Filing Summary: Nxu, Inc. is proposing a merger with Verde Bioresins, Inc., which includes a two-phase merger process where Merger Sub I merges with Verde and subsequently Verde merges with Merger Sub II, thereby resulting in Verde becoming a wholly-owned subsidiary of Nxu. This merger will lead to Nxu changing its corporate name to 'Verde Bioresins, Corp.' and trading under the symbol 'VRDE' on the Nasdaq Capital Market. The document outlines important details including the exchange ratio for shares, changes to Nxu's capital structure, and stockholder meetings to vote on these proposals. Nxu's stockholders will vote on numerous proposals concerning the transactions, including amendments to the certificate of incorporation and the proposed elimination of the dual class share structure, among other governance updates. The conclusion of the merger is contingent upon securing the required shareholder approvals. Nxu is also engaging in a PIPE investment for additional funding related to the merger.

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Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024112875

Filing Summary: On December 26, 2024, Nxu, Inc. entered into a Securities Purchase Agreement with investors to sell 6,800,000 shares of Class A Common Stock and warrants for a total of approximately $3,000,000. The proceeds will support a merger with Verde Bioresins, Inc., outlined in a prior Merger Agreement dated October 23, 2024. The Private Placement includes pre-funded and series warrants with specific exercises terms and conditions, contingent upon stockholder consent. The filing also included a Registration Rights Agreement, assuring investors that securities will be registered for resale, and established deadlines for filing registration statements. Furthermore, there are lock-up agreements preventing certain executives from selling shares in the immediate future. The company must navigate regulatory deadlines and potential liquidated damages if agreed timelines are not met. Investors have been classified as accredited investors under securities regulations, ensuring compliance with federal securities laws.

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Form Type: DEFA14A

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024112876

Filing Summary: On December 26, 2024, Nxu, Inc. entered into a Securities Purchase Agreement with various investors, involving the sale of 6,800,000 shares of Class A Common Stock and various warrants. The transaction, part of a Private Placement, raised approximately $3,000,000. The company is also preparing for a merger with Verde Bioresins, Inc. and has outlined steps for stockholder approval related to the warrants. The agreement includes provisions for a Registration Rights Agreement to facilitate the resale of the shares and additional warrants. Both Series A and Series B Warrants, with an exercise price of $0.50 and adjustable by reset mechanisms, might see significant share increases after a predetermined Reset Date. The firm also agreed to compensatory measures in case of any delays in the registration process.

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