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.
- Acquired 15% of Lynx Motors; issued 1,000 Series A preferred shares convertible into common, valued at $3M.
- Provided $250,000 non-interest bridge loan to Lynx; gets one board seat.
- Effected 1-for-150 reverse stock split on Dec 26, 2023; began trading split-adjusted Dec 27.
- Company believes it regained compliance with Nasdaq minimum bid price and equity requirements; awaits confirmation.
- Transaction increases shareholder equity and supports continued listing on Nasdaq.
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.
View on SEC.gov
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 ”).
View on SEC.gov
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 ”).
View on SEC.gov
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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