secwatch / observer
8-K filed December 27, 2023, 6:59 PM ET ticker NXUR CIK 0001722969
M&A confidence high sentiment positive materiality 0.75

Nxu acquires 15% of Lynx Motors via share exchange; executes 1-for-150 reverse stock split

Nxu, Inc.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

Nxu, Inc.: Filed Certificate of Designations for Series A Convertible Preferred Stock, setting forth rights, preferences, and privileges of the new series (effective 2023-12-22).

Change
charter amendment
Effective
2023-12-22
Exact text from the filing
On December 22, 2023, the Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “ Certificate of Designations ”) with the Secretary of State of the State of Delaware, which sets forth the rights, preferences, and privileges of the Series A Preferred Stock.
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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 1.0

Nxu, Inc.: Filed Certificate of Amendment to effect a 1-for-150 reverse stock split of Class A Common Stock, effective after market close on December 26, 2023 (effective 2023-12-26).

Change
charter amendment
Effective
2023-12-26
Exact text from the filing
On December 26, 2023, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “ Certificate of Amendment ”) with the Secretary of State of the State of Delaware to effect a reverse stock split (the “ Reverse Stock Split ”) of the Class A Common Stock at a ratio of 1-for-150 (the “ Reverse Stock Split Ratio ”).
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Nxu, Inc. entered into Share Exchange Agreement with Lynks Motor Corporation (d/b/a Lynx Motor Corporation) valued at 15% equity interest in Lynx in exchange for 1,000 Series A convertible preferred shares; $250,000 pr (effective 2023-12-27).

Action
entry
Agreement
equity purchase
Counterparty
Lynks Motor Corporation (d/b/a Lynx Motor Corporation)
Value
15% equity interest in Lynx in exchange for 1,000 Series A convertible preferred shares; $250,000 pr
Effective
2023-12-27
Exact text from the filing
On December 27, 2023, Nxu, Inc. (the “ Company ”) entered into a share exchange agreement (the “ Share Exchange Agreement ”) with Lynks Motor Corporation (d/b/a Lynx Motor Corporation), a Delaware corporation (“ Lynx ”), pursuant to which Lynx sold to the Company, and the Company purchased from Lynx, a number of newly issued shares of Lynx representing 15% of the issued and outstanding equity interests in Lynx as of, and after giving effect to, the Closing (as defined below), in exchange for 1,000 newly issued shares of Series A convertible preferred stock, par value $0.0001 per share, of the Company (the “ Series A Preferred Stock ”), which are convertible into shares of Class A common stock, par value $0.0001 per share, of the Company (“ Class A Common Stock ”) upon the terms and subject to the conditions set forth in the Certificate of Designations (as defined below) (such transaction, the “ Private Placement ”).
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nxu, Inc. entered into Registration Rights Agreement with Lynks Motor Corporation (d/b/a Lynx Motor Corporation) valued at Company agreed to file registration statement for resale of Class A Common Stock issuable upon conve (effective 2023-12-27).

Action
entry
Counterparty
Lynks Motor Corporation (d/b/a Lynx Motor Corporation)
Value
Company agreed to file registration statement for resale of Class A Common Stock issuable upon conve
Effective
2023-12-27
Exact text from the filing
Concurrently with the Closing, the Company also entered into a registration rights agreement (the “ Registration Rights Agreement ”) with Lynx, pursuant to which the Company agreed to file a registration statement (a “ Registration Statement ”) with the Securities and Exchange Commission (the “ Commission ”) registering the resale of the Class A Common Stock issuable upon conversion of the Series A Preferred Stock within forty-five (45) days after the Closing, and to cause any such Registration Statement to become effective as promptly as practicable after filing.
View on SEC.gov

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Nxu, Inc. filing history →

Source: SEC EDGAR
accession 0001214659-23-016914
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