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): July 24, 2024

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

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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 (Sec.230.405 of this chapter) of Rule 12B-2 of the Securities Exchange act of 1934 (Sec.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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 24, 2024, the board of directors of Nxu, Inc (the “Company”) amended Section 1.6 (the “Bylaw Amendment”) of the bylaws of the Company, effective as of such date, to reduce the quorum needed for stockholder meetings from a majority to one-third of the total voting power of shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of stockholders. The Bylaw Amendment will be applied retroactively to the Company’s 2024 annual meeting of stockholders. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder meetings when called.

The foregoing description of the Bylaw Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Description
 
Amendment No. 1 to the Bylaws of Nxu, Inc.
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Nxu, Inc.
     
 
By:
/s/ Mark Hanchett
   
Name: Mark Hanchett
   
Title: Chief Executive Officer
     
Dated: July 24, 2024
    



Exhibit 3.1

Amendment No. 1 to Bylaws of Nxu, Inc

Article I, Section 1.6 of the Bylaws of Nxu, Inc. is hereby amended in its entirety to read as follows:

1.6.
Quorum. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders, including the 2024 annual meeting of stockholders, the holders of at least one-third of the total voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of at least one third in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.