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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): February 14, 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

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 8.01 Other Items.

On February 14, 2024, the Company issued press releases announcing updates regarding its compliance with certain listing requirements of The Nasdaq Stock Market LLC. The press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated by reference herein.

Item 9.01 Exhibits

Exhibit No.	Description

99.1	Press Release dated February 14, 2024
99.2	Press Release dated February 14, 2024
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: February 14, 2024	By:	/s/ Mark Hanchett
		Mark Hanchett Chief Executive Officer

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Press Release

FOR RELEASE ON: Feb. 14, 2024

Nxu Receives Bid Price and Equity Compliance Confirmation From Nasdaq

Nxu cures deficiencies in Nasdaq’s Bid Price and Equity continued listing rules in advance of April 2024 deadline

MESA, Ariz., Feb. 14, 2024 - Nxu Inc. (NASDAQ: NXU) (“Nxu”, “the Company”), a domestic technology company developing and manufacturing innovative EV charging and energy storage solutions for the infrastructure we need to power our electrified future, announced that on Feb. 13, 2024, the Nasdaq Stock Market (“Nasdaq”) confirmed that the Company has sufficiently demonstrated compliance with the bid price requirement in Nasdaq Listing Rule 5550(a)(2) (“Bid Price Rule”) and regained compliance with the equity requirement in Nasdaq Listing Rule 5550(b)(1) (“Equity Rule”) pursuant to the Nasdaq Hearing Panel (“Panel”) decision dated Dec. 18, 2023 (“Hearing Decision”). Nxu presented its compliance plan to the Panel on Dec. 14, 2023, and the Panel gave the Company until April 7, 2024, to demonstrate compliance with the Bid Price Rule and Equity Rule.

“The plan we presented to Nasdaq in December was thorough and decisive,” said Mark Hanchett, Chairman and CEO at Nxu. “Our dedication to timely executing that plan is obvious, as Nasdaq has acknowledged both bid price and equity compliance. We look forward to working with Nasdaq to remain in compliance for the foreseeable future.”

For the Equity Rule only, the Company will be subject to a mandatory hearing panel monitor for a period of one year. During the one-year monitoring period, if the Company is again out of compliance with the Equity Rule, it will not be afforded an additional cure or compliance period. If issued a new delist determination letter, the Company would have the opportunity to again request a new hearing before the Panel. As soon as the Company demonstrates compliance with the annual shareholders meeting requirement of Nasdaq Listing Rule 5815 (d)(4)(C) (“Annual Meeting Rule”), it will have fully regained compliance with Nasdaq’s continued listing requirements.

About Nxu, Inc.

Nxu, Inc. is a domestic technology company leveraging its intellectual property and innovations to support e-Mobility and energy storage solutions. Driving the energy future, Nxu is developing an ecosystem of industry-leading grid level energy storage solutions, charging infrastructure 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 ability to remain compliant with Nasdaq’s continued listing rules. 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 achievements to materially differ from those expressed or implied by these forward-looking statements. 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 annual 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:

Investor Contact

Investors@nxuenergy.com

EX-99.2 3 ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

Press Release

FOR RELEASE ON: Feb. 14, 2024

Nxu Fully Regains Compliance with Nasdaq’s Continued Listing Requirements

Nasdaq withdraws delisting determination letter

Upon further review of the Company’s shareholder meeting held May 9, 2023, Nasdaq confirmed that the Company did in fact meet the requirements of the Annual Meeting Rule as of December 31, 2023. As a result, Nasdaq withdrew its January delisting letter and closed the matter. Nxu has fully regained compliance with all of Nasdaq’s continued listing requirements and will be removed from Nasdaq’s list of noncompliant companies.

“Nxu has worked incredibly hard to regain compliance with Nasdaq’s continued listing standards,” said Mark Hanchett, Chairman and CEO at Nxu. “We fully grasp the gravity and importance of those standards and are committed to maintaining compliance in 2024 and beyond.”

About Nxu, Inc.

CONTACT:

Investor Contact

Investors@nxuenergy.com