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): March 2728, 2025

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 83.0103. ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

OnThe ~~March~~information ~~27,~~set ~~2025,~~forth ~~Nxu,~~in ~~Inc~~Item 5.03 ~~(the “Company”) issued a press release announcing that its Board~~ of ~~Directors (the “Board”) approved a reverse stock split of its shares of~~this ~~Class~~Current AReport ~~common~~on ~~stock~~Form ~~at a ratio of 1~~8-~~for-20~~K ~~(the “Reverse Stock Split”). A copy of the press release~~ is ~~filed herewith as Exhibit 99.1 and is~~ incorporated by reference into this Item 83.0103.

~~The~~Item ~~Reverse Stock Split is expected to become effective on March 31, 2025, at 12:01 a~~5.m03. ETAmendments ~~(the “Effective Time”), with shares of Class A common stock~~ to ~~begin~~Articles ~~trading under the existing trading symbol, “NXU”, on a split-adjusted basis at market open on March 31, 2025. In connection with the Reverse Stock Split, every 20 shares~~ of ~~the~~Incorporation ~~Company’s~~or ~~Class~~Bylaws; AChange ~~common stock issued and outstanding as of the Effective Time will be automatically combined into one share of the Company’s Class A common stock. No fractional shares will be issued~~ in ~~the~~Fiscal ~~Reverse Stock Split~~Year. ~~Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Class A common stock.~~

AsOn March 28, 2025, Nxu, Inc., a ~~result~~Delaware ofcorporation (the ~~Reverse~~“Company”), ~~Stock~~filed ~~Split,~~an ~~proportionate~~amendment (the “Amendment”) to its Certificate of Incorporation ~~adjustments~~(as ~~will~~amended, bethe ~~made~~“Certificate toof Incorporation”) with the ~~number~~Secretary of ~~shares~~State of the State of Delaware to effect a reverse stock split of the Company’s Class A common stock, ~~underlying~~par value $0.0001 (the ~~Company’s~~“Common ~~outstanding~~Stock”), at a ratio of 1-for-20 (the ~~options~~“Reverse Stock Split”), ~~warrants~~with an effective time of 12:01 a.m. Eastern Time on March 31, ~~and~~2025. ~~equity~~The ~~awards~~Company expects that upon the opening of trading on March 31, as2025, ~~well~~the asCommon Stock will begin trading under the ~~per~~existing trading symbol “NXU” on a split-~~share~~adjusted ~~exercise~~basis ~~prices~~under ~~relating~~a ~~thereto~~new asCUSIP ~~applicable~~number, 62956D303.

As previously disclosed, at its special meeting of stockholders held on February 11, 2025, the stockholders of the Company approved a proposal to authorize the Company’s Board of Directors (the “Board”) to amend the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-5 and 1-for-20, as determined by the Board in its discretion. On March 12, 2025, the Board approved the Reverse Stock Split.

No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share of Common Stock. The Reverse Stock Split will not change the number of authorized shares of Common Stock.

In connection with the Reverse Stock Split, proportionate adjustments will be made to the per-share exercise prices and/or the number of shares of Common Stock issuable under all outstanding options, warrants, and equity awards.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release, dated March 27, 2025
3.1		Certificate of Amendment to the Certificate of Incorporation of Nxu, Inc.
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NXU, INC.
Date: March 27, 2025	By:	/s/ Mark Hanchett
Date: March 28, 2025	By:	/s/ Mark Hanchett
		Mark Hanchett
		Chief Executive Officer

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