UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Pursuant to the Certificate of Incorporation and Bylaws of Nxu, Inc. (the “Company”), on June 20, 2023, the Board of Directors (the “Board”) of the Company elected Jessica Billingsley as an independent director. Ms. Billingsley will also serve on the Company’s Audit Committee. Ms. Billingsley’s election will be effective on July 1, 2023, and she will serve until she runs for re-election at the Company’s 2024 annual meeting of stockholders or until her earlier resignation, removal, or death.
In connection with her appointment to the Board, Ms. Billingsley entered into an agreement with the Company, which provides that Ms. Billingsley will receive compensation in the form of $35,000 of restricted stock units of the Company per quarter pursuant to the Nxu, Inc. 2023 Omnibus Incentive Plan and a quarterly cash stipend of $15,000.
There are no arrangements or understandings between Ms. Billingsley and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between Ms. Billingsley and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Ms. Billingsley co-founded Akerna Corp. (Nasdaq: KERN) in 2010. She currently serves as Chair of its Board of Directors and served as its President and Chief Executive Officer from 2010 to 2022. In addition, Ms. Billingsley founded Zoco, LLC in 2001 and served as its Chief Executive Officer from 2001 to 2010. Ms. Billingsley also serves as a director on several for-profit boards in addition to Akerna Corp., including yWhales, LLC, Nodalblock Canada Holding Company dba Oaro, Bhang Inc, and Site Engineering, Inc. Ms. Billingsley graduated from the University of Georgia with a degree in Computer Science.
Item 7.01. Regulation FD Disclosure.
On June 22, 2023, the Company issued a press release regarding the election of Ms. Billingsley, a copy of which is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Press Release, dated June 22, 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 22, 2023 | ||
Exhibit 99.1
Press Release:
Nxu, Inc. Appoints Experienced Entrepreneur and Thought Leader to Board of Directors
MESA, Ariz., June 22, 2023 - Nxu Inc., (NASDAQ: NXU), a US-owned technology company manufacturing innovative battery cells and battery packs for use in advanced energy storage systems, megawatt charging stations, and mobility solutions, announced the addition of Jessica Billingsley to its board of directors. Ms. Billingsley is a technology and business leader with more than 20 years’ experience in founding, funding, and scaling businesses. Her appointment becomes effective July 1, 2023.
“Jessica is an exceptional addition to our Board of Directors,” says Nxu founder and CEO Mark Hanchett. “She has successfully scaled public technology companies and has expertise in capital markets from both being an operator and investment banker. She’s a trusted thought leader in blockchain and machine learning and a founder who thrives on making real change in emerging industries. We’re lucky to have Jessica’s guidance as we drive an energy revolution through energy solutions enabling a faster transition to an electric future. With Jessica on board, we are sure to shape the energy industry for the better.”
“I’m excited by companies that push for real change in the world, and that’s exactly what Nxu’s team is doing,” Ms. Billingsley said. “Nxu’s mission to develop future-proof infrastructure and innovative battery technology will play an important role in ushering in a new era of energy independence. I am thrilled to embark on this journey.”
Ms. Billingsley co-founded Akerna, Corp in 2010, the first cannabis technology company to be listed on Nasdaq. She currently serves as CEO and Chair of the Board. Her prior experience includes founding and leading Zoco, LLC, a multistate IT services business from 2001 to 2010. Ms. Billingsley also currently serves on the boards of yWhales and Oaro. Ms. Billingsley holds a Bachelor’s degree in Communications & Computer Science from the University of Georgia.
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