UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On October 23, 2023, Nxu, Inc., a Delaware corporation (the “Company”), consummated a public offering (the “Offering”) of an aggregate of 86,000,000 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Shares”).
In connection with the Offering, on October 19, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named therein (the “Purchasers”), and a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell the Shares and the Placement Agent agreed to act as placement agent on a “best efforts” basis in connection with the Offering. The Company paid the Placement Agent an aggregate fee equal to 6.5% of the gross proceeds raised in the Offering. The Company reimbursed the Placement Agent $50,000 for expenses in connection with the Offering.
The Purchase Agreement and Placement Agency Agreement contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Purchasers or the Placement Agent, as the case may be, other obligations of the parties and termination provisions. In addition, pursuant to the terms of the Placement Agency Agreement, the executive officers and directors of the Company have entered into agreements providing that each such person may not, without the prior written consent of the Placement Agent, subject to certain exceptions, offer, issue, sell, transfer or otherwise dispose of the Company’s securities for a period of thirty (30) days following the closing date of the Offering.
A registration statement on Form S-1 (the “Registration Statement”) relating to the Offering (File No. 333-274910) was initially filed with U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2023, as amended, and was declared effective by the SEC on October 19, 2023. The Offering was made by means of a prospectus forming a part of the effective Registration Statement.
The Company intends to use the net proceeds of the Offering primarily for general corporate purposes, which may include, but is not limited to, operating expenses, working capital, and the continued development and deployment of our charging products. In addition, each of the two holders of our outstanding convertible notes can require us to prepay each such holder’s outstanding convertible notes in an amount up to 20% of the gross proceeds from the Offering. Such amount to be prepaid, if any, is solely at the option of each such holder. As of October 23, 2023, there were approximately $1.3 million of convertible notes outstanding.
The foregoing does not purport to be a complete description of each of the Placement Agency Agreement and Purchase Agreement is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The applicable information set forth in Item 1.01 of this Form 8-K with respect to the use of proceeds of the Offering is incorporated herein by reference.
Item 8.01. Other Events
The Company issued press releases announcing the pricing and closing of the Offering on October 19, 2023 and October 23, 2023, respectively. Copies of the press releases are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Form of Placement Agency Agreement by and between the Company and the Placement Agent (incorporated by reference to Exhibit 1.1 of the Registration Statement on Form S-1 filed with the SEC on October 10, 2023) | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.18 of the Registration Statement on Form S-1 filed with the SEC on October 10, 2023) | |
| 99.1 | Press Release dated October 19, 2023 | |
| 99.2 | Press Release dated October 23, 2023 | |
| 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. | ||
| Date: October 23, 2023 | By: | /s/ Mark Hanchett |
|
Mark Hanchett Chief Executive Officer | ||