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): July 24, 2024
|
|
|
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
||
|
(State or Other Jurisdiction
of Incorporation
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
|
|
(Address of Principal Executive Offices) (Zip Code)
|
Registrant’s telephone number, including area code: (602 ) 309-5425
|
Not Applicable
|
|
(Former Name or Former Address, if Changed Since Last Report)
|
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):
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each Class
|
Trading
Symbol(s)
|
Name of each exchange on which
registered
|
|
|
|
|
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this
chapter) of Rule 12B-2 of the Securities Exchange act of 1934 (Sec.240.12b-2 of this chapter).
Emerging Growth Company ☒
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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On July 24, 2024, the board of directors of Nxu, Inc (the “Company”) amended Section 1.6 (the “Bylaw Amendment”) of the bylaws of the
Company, effective as of such date, to reduce the quorum needed for stockholder meetings from a majority to one-third of the total voting power of shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of
stockholders. The Bylaw Amendment will be applied retroactively to the Company’s 2024 annual meeting of stockholders. The change to the quorum requirement for stockholder meetings was made to improve the Company’s ability to hold stockholder
meetings when called.
The foregoing description of the Bylaw Amendment is not intended to be complete and is qualified in its entirety by
reference to the full text of the Bylaw Amendment, 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.
(d) Exhibits
|
Exhibit No.
|
Description
|
|
|
Amendment No. 1 to the Bylaws of Nxu, Inc.
|
||
|
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: July 24, 2024
|
||
Exhibit 3.1
Amendment No. 1 to Bylaws of Nxu, Inc
Article I, Section 1.6 of the Bylaws of Nxu, Inc. is hereby amended in its entirety to read as follows:
1.6.
Quorum. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders, including the 2024 annual meeting of
stockholders, the holders of at least one-third of the total voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of at least one third in voting power of
the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with
respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.