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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): June 5, 2023
| 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
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 (§230.405 of this chapter) of Rule 12B-2 of the Securities Exchange act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company x
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 5.02. Departure Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 5, 2023, Nxu, Inc. (the "Company") appointed Jordan Christensen, age 36, as Chief Legal Officer. Mr. Christensen will be responsible for the Company’s legal, compliance and regulatory affairs functions, including corporate governance, securities and corporate finance, commercial, litigation, labor and employment, and intellectual property matters and will report directly to Chairman and CEO Mark Hanchett.
Mr. Christensen previously served as a managing partner for WCAZ Law from January 2019 to June 2023, during which time, he also served as the Company’s external legal counsel from December 2018 to May 2023. Additionally, Mr. Christensen has served as Assistant Managing Attorney at Salt River Pima-Maricopa Indian Community, a sovereign tribe located in Maricopa County, Arizona since August 2022.
In connection with his appointment, Mr. Christensen also entered into an employment agreement with the Company (the “Agreement”). The terms of the Agreement provide that his initial period of employment shall end on December 31, 2027 and shall be automatically extended for one-year periods unless the Company or Mr. Christensen provides written notice of intention to terminate the Agreement with at least 120 days prior written notice.
Mr. Christensen shall receive a base salary of $200,000, which shall increase up to $300,000 when the Company hits certain milestones. Mr. Christensen will also be eligible to receive equity awards pursuant to the Company’s short and long-term equity incentive plans in amounts as determined by the Compensation Committee.
If, prior to December 31, 2027, or such later date if the period of employment is extended, Mr. Christensen is involuntarily terminated by the Company without Cause (as defined in the Agreement) or by Mr. Christensen for Good Reason (as defined in the Agreement), Mr. Christensen shall be entitled to receive a continuation of his base salary during the 12 months following the separation date, equity compensation continuation whereby the Mr. Christensen’s equity awards continue to vest according to the original vesting schedule during the 12 months following the separation date, continued benefit coverage (the “Severance Payments”).
If, prior to December 31, 2027, or such later date if the period of employment is extended, Mr. Christensen is involuntarily terminated by the Company without Cause or by Mr. Christensen for Good Reason in each case within 12 months following a change in control, then Mr. Christensen will be eligible to receive the Severance Payments, a lump sum payment in an amount equal to two times the annual bonus that the Executive would have earned at target achievement for that calendar year and all of Mr. Christensen’s outstanding unvested time-based awards will become fully vested and performance based vesting shall be deemed achieved at target levels.
The Company issued a press release on June 8, 2023, announcing the appointment of Mr. Christensen as Chief Legal Officer, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Press Release, dated June 8, 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. | ||
| By: | /s/ Mark Hanchett | |
| Name: Mark Hanchett | ||
| Title: Chief Executive Officer | ||
| Dated: June 8, 2023 | ||
Exhibit 99.1
Nxu Inc. Appoints Jordan Christensen As Chief Legal Officer
Senior Legal Executive with Nearly 15 Years of Corporate and Legal Experience to Join Nxu
MESA, Ariz., June 08, 2023 - Nxu Inc., (NASDAQ: NXU) (“Nxu”, “the Company”), a US-owned technology company manufacturing innovative battery cells and battery packs for use in advanced energy storage systems and megawatt charging stations, today announced the appointment of Jordan Christensen to the Company’s executive team as Chief Legal Officer, effective June 5, 2023. Reporting directly to Chairman and CEO Mark Hanchett, Christensen will oversee the Company’s legal, compliance and regulatory affairs functions, including corporate governance, securities and corporate finance, commercial, litigation, labor and employment, and intellectual property matters.
“Jordan joins Nxu at an important stage in our development, and our entire team will benefit from his wide range of private sector and regulatory experience,” said Mark Hanchett, Chairman and CEO of Nxu. “We have been fortunate to have Jordan serve as our external legal counsel for the past five years, so we know firsthand his strong alignment with Nxu’s strategic goals and his commitment to diversity and sustainability. I am confident Jordan’s contributions will have a significant impact on our journey to long-term value creation for all our stakeholders.”
Christensen added, “I am thrilled to be joining Nxu at such an exciting time. The Company has embarked on a path to becoming a leader in the evolution of batteries and energy storage solutions, and I look forward to leveraging my experience and unique perspective to help the entire Nxu team to achieve our ambitious goals for growth and success.”
Professional Background of Jordan Christensen
With nearly 15 years of corporate and legal experience, Christensen brings a broad range of legal and business acumen to Nxu. He joins the Company from WCAZ Law, PLLC, where he was a managing partner acting as outside general counsel for a number of early-phase start-up companies since 2018. In addition, since 2022 he was Assistant Managing Attorney at Salt River Pima-Maricopa Indian Community (“SRPMIC”), a sovereign tribe located in Maricopa County, Arizona. Christensen worked for the SRPMIC from 2015 to 2023.
Prior to his tenure with WCAZ Law and the SRPMIC Christensen worked in several regulatory roles, including Assistant Attorney General in the Arizona Attorney General's Office, and as an enforcement Attorney in the Arizona Department of Revenue. Christensen holds a Doctor of Law from the Ohio State University Moritz College of Law and a Master of Business Administration from the University of Wisconsin Colleges.
About Nxu, Inc.
Nxu, Inc. is a vertically integrated technology company leveraging its intellectual property and U.S.-manufactured battery innovations to support e-Mobility and energy storage solutions. Driving the energy future, Nxu is developing an ecosystem of industry leading battery cell and pack technologies, grid level energy storage solutions, charging infrastructure, platform and medium-duty electric mobility solutions, and over-air cloud management – encompassed by Nxu’s seamless subscription-based models. For more information, visit www.nxuenergy.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding our future areas of focus and expectations for our business. These forward-looking
statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause
results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. Such
forward-looking statements include statements regarding, among other things, Nxu’s expectations about its long term growth strategy,
future growth trajectory, revenue and operations; Nxu’s technology and alignment with broader trends in the EV market; opportunities
presented by electrification; beliefs about the general strength, weakness or health of Nxu’s business; and beliefs about current
or future trends in EV battery materials or other markets and the impact of these trends on Nxu’s business. A
detailed discussion of these factors and other risks that affect our business is included in filings we make with the Securities and Exchange
Commission (SEC) from time to time, including our most recent report on Form 10-K, particularly under the heading “Risk Factors.” Copies
of these filings are available online from the SEC or on the SEC Filings section of our Investor Relations website at www.nxuenergy.com.
All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to
update these forward-looking statements in light of new information or future events.
CONTACT:
Mary Trout
Nxu, Inc.
info@nxuenergy.com
Laura Guerrant-Oiye
Financial Profiles, Inc.
nxu@finprofiles.com
(310) 622-8250