UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-41509 Nxu, Inc. (Exact name of registrant as specified in its charter) Delaware 92-2819012 (State or other jurisdiction of incorporation or o ...

MESA, Ariz., April 08, 2025 (GLOBE NEWSWIRE) -- Nxu, Inc., (NASDAQ:NXU) ("Nxu", "the Company"), a domestic technology company focused on energy storage and charging solutions for the infrastructure we need to power our electrified future, today announced it is progressing towards closing its merger with Verde Bioresins, Inc. ("Verde"). On February 11, 2025, approximately 99% of the votes cast by Nxu's shareholders approved the issuance of shares of Nxu common stock in connection with and change of control r ...

MESA, Ariz., March 27, 2025 (GLOBE NEWSWIRE) -- Nxu, Inc., (NASDAQ: NXU) (“Nxu”, “the Company”), a domestic technology company focused on energy storage and charging solutions for the infrastructure we need to power our electrified future, today announced a planned reverse stock split of its shares of Class A common stock (the “common stock”) at a ratio of 1-for-20. The reverse stock split is expected to take effect as of 12:01 a.m. ET, on Monday, March 31, 2025, and shares of the Company’s Class A common s ...

MESA, Ariz., March 27, 2025 (GLOBE NEWSWIRE) -- Nxu, Inc., (NASDAQ:NXU) ("Nxu", "the Company"), a domestic technology company focused on energy storage and charging solutions for the infrastructure we need to power our electrified future, today announced a planned reverse stock split of its shares of Class A common stock (the "common stock") at a ratio of 1-for-20. The reverse stock split is expected to take effect as of 12:01 a.m. ET, on Monday, March 31, 2025, and shares of the Company's Class A common st ...

Financial Performance and Challenges - Nxu has incurred losses from operations and negative cash flows since its inception, indicating ongoing financial challenges [21]. - Nxu generated revenue for the first time in 2023, but there is no assurance that it will continue to generate revenue from the NxuOne™ Charging Network or other proprietary products [41]. - Nxu has incurred significant losses since its inception and expects to continue incurring losses for the foreseeable future, raising substantial doubt regarding its ability to continue as a going concern [41]. - Nxu incurred a net loss of $23.7 million for the year ended December 31, 2024, with an accumulated deficit of $283.4 million [88]. - As of December 31, 2024, Nxu had only $2.7 million in cash, raising substantial doubt about its ability to continue as a going concern [88]. - Nxu expects to continue incurring losses for the foreseeable future, with no assurance of achieving profitability [88]. Business Strategy and Operations - Nxu's business is entirely dependent on the success of the NxuOne™ Charging Network, and a lack of business diversification could lead to significant losses for stockholders [41]. - The company has ceased EV battery development to focus on the NxuOne™ Charging Network, indicating a shift in its business strategy [103]. - Nxu's future growth is highly correlated with the rapid adoption of electric vehicles (EVs) and the ability of original equipment manufacturers (OEMs) to supply them [99]. - Nxu's business model is contingent on the availability of qualified contractors, and a shortage could impact project viability and increase costs [127]. - Nxu's reliance on complex machinery introduces significant operational risks, including unexpected malfunctions that could affect efficiency and costs [153]. Market and Competitive Landscape - The automotive EV market is highly competitive, and Nxu may not be successful in competing in this industry [44]. - The competitive landscape in the EV market is intensifying, with Nxu facing competition from both EV manufacturers and traditional automotive companies [147]. - Rapid technological changes in the EV charging market necessitate continuous product development to avoid obsolescence and maintain market share [149]. - Changes in fuel economy standards and alternative fuel success may negatively impact the demand for Nxu's EV products and services [151]. Regulatory and Compliance Issues - Nxu is subject to extensive regulatory requirements, which could impact its business prospects and financial condition [29]. - Nxu's business is susceptible to economic downturns, particularly in the EV market, which could adversely affect its ability to raise funds and overall financial condition [108]. - Compliance with evolving regulations, including Buy America requirements, may increase costs and delay revenue recognition for Nxu [157][159]. - Nxu is subject to various environmental regulations that may increase compliance costs and impact production processes [141]. Mergers and Acquisitions - A merger with Verde Bioresins, Inc. is planned, which will result in Verde becoming a wholly owned subsidiary of Nxu [19]. - The completion of the Merger is subject to conditions that may not be satisfied or completed on a timely basis, which could have material adverse effects on Nxu [45]. - If the Merger is not completed, the price of Nxu's Class A common stock may decline significantly, reflecting market assumptions about the Merger's consummation [50]. - Current stockholders of Nxu are expected to own approximately 5% of the outstanding shares of the combined company post-Merger, while former Verde stockholders are expected to own approximately 95% [57]. - The Merger Agreement restricts Nxu from soliciting competing proposals, which may disadvantage the company if the Merger is not completed [59]. Intellectual Property and Technology - The company has a robust intellectual property portfolio with five issued patents and 37 pending applications related to battery and charging technologies [17]. - Nxu's ongoing patent applications are critical for protecting its intellectual property, with expectations for patents to be issued between 2021 and 2024 [137]. - The company faces challenges in protecting its intellectual property, which could materially affect its business and financial condition if not successfully enforced [138]. Human Resources and Management - The company has significantly reduced its headcount as a cost-saving measure, with only four full-time employees as of December 31, 2024 [32]. - Nxu's management team lacks experience running a public company, which may affect their performance and the company's share price [182]. - Nxu's ability to attract and retain key personnel is critical, as the loss of executives could adversely affect its operations [181]. Stock and Investment Risks - Nxu's Class A common stock has been non-compliant with Nasdaq's $1.00 minimum bid price requirement since April 2, 2024, and received an additional 180 days to regain compliance [192]. - Nxu's dual class structure may lead to lower market prices for its Class A common stock and exclusion from certain indexes [187]. - A substantial sale of Nxu's Class A common stock may lead to a decline in share prices and complicate future equity sales [212]. - Nxu does not anticipate paying dividends on its Class A common stock, and investors may lose their entire investment [200]. Operational Risks - Nxu relies on a limited number of suppliers for its charging stations, and the loss of any of these partners could negatively affect its business [41]. - The demand for EV charging may exceed the supply chain capacity of Nxu's manufacturers, affecting timely delivery of products [118]. - Nxu's charging stations are dependent on electricity availability, and any outages could adversely impact customer experience and business operations [122]. - Changes in utility pricing structures may negatively affect Nxu's future operating results and competitive position [123]. - Vandalism or misuse of Nxu's public charging stations may lead to increased maintenance costs and affect relationships with site hosts [129]. Economic Factors - The U.S. inflation rate has remained elevated, potentially increasing costs for charging equipment and personnel, which could impact capital expenditures and operating costs [112]. - Nxu's ability to utilize loss carryforwards may be limited due to potential ownership changes affecting its net operating loss carryforwards [107]. - Changes in government funding and economic incentives for EVs are beyond Nxu's control and could negatively affect its market position [175].

Company Overview - Nxu, Inc. is a domestic technology company focused on energy storage and charging solutions for an electrified future [9] - Verde Bioresins, Inc. is a leader in sustainable product innovation and bioplastics production, known for its proprietary bioresin PolyEarthylene™ [2][8] Merger Announcement - Nxu stockholders approved the merger with Verde on February 11, 2025, marking a significant step towards sustainable solutions in transportation [1][3] - Upon closing, Verde stockholders will own approximately 95% of the combined company, while Nxu stockholders will own about 5% [4] Market Potential - Verde's PolyEarthylene™ aims to replace traditional petroleum-based plastics, addressing nearly half of the $600 billion global plastics market [2] - The merger is expected to create long-term value and significant growth opportunities for both companies in 2025 [3] Merger Details - The transaction values Verde at approximately $306.9 million and Nxu at about $16.2 million [4] - The merger is anticipated to be completed in March 2025, subject to certain closing conditions [5] Management Structure - The board of directors for the combined company will consist of six members, with five appointed by Verde and one by Nxu [5] - Verde's management team will lead the operations of the combined entity [5] Advisors - Lake Street Capital Markets, LLC provided a fairness opinion to Nxu's Board, while Roth Capital Partners, LLC served as financial advisor to Verde [6]

Financial Performance - For the three months ended September 30, 2024, the company generated approximately $6 thousand in revenue from its NxuOne™ megawatt charging station, compared to less than $1 thousand in the same period of 2023[165]. - The company incurred a net loss of $4.992 million for the three months ended September 30, 2024, an improvement of $5.445 million compared to a net loss of $10.437 million in the same period of 2023[165]. - For the nine months ended September 30, 2024, revenue was $17 thousand, a significant decrease from $117 million in the same period of 2023[173]. - Net loss for the nine months ended September 30, 2024, was approximately $18.1 million, compared to a net loss of $37.3 million in the same period of 2023[183]. - Cash used in operating activities for the nine months ended September 30, 2024, was $10.2 million, an improvement from $23.7 million in the same period of 2023[187]. - The company has an accumulated deficit of approximately $277.7 million as of September 30, 2024[183]. Cost Management - The company has been focusing on reducing costs and scaling production of the NxuOne™ charging system, achieving a doubling of production units in the first quarter of 2024[161]. - The company has paused production of the NxuOne™ charging station and reduced headcount to manage costs effectively[162]. - General and administrative expenses decreased from $8.2 million in Q3 2023 to $3.0 million in Q3 2024, primarily due to reductions in stock-based compensation and payroll costs[171]. - Research and development expenses decreased from $3.0 million in Q3 2023 to $0 in Q3 2024 due to the pause in battery technology development[170]. Strategic Initiatives - The company is pursuing strategic alternatives, including a merger with Verde Bioresins, Inc., to strengthen its financial profile and create long-term value[156]. - The company has incurred losses from operations since inception and continues to seek additional funding to support its operations and growth[150]. - The company raised approximately $10.7 million net through its "At-The-Market" equity offering[155]. - The company raised approximately $10.7 million through its ATM during the nine months ended September 30, 2024[184]. Asset Management - The company sold certain battery manufacturing equipment for total cash proceeds of approximately $0.4 million in an auction held on August 13, 2024[160]. - The company has contractual lease obligations for two properties with initial lease terms ending in the summer of 2025[192]. - The lease agreement for the warehouse facility in Mesa, Arizona includes options to renew for five years or more[192]. - An equipment lease was added during the nine months ended September 30, 2024, but was canceled in the following quarter[192]. - The company has obligations under its convertible debt facility to repay the remaining balance not converted into equity at maturity, which is two years from issuance[192]. Market and Risk Disclosures - There have been no material changes to critical accounting policies and estimates disclosed in the 2023 Form 10-K[194]. - No quantitative and qualitative disclosures about market risk are required[195]. Revenue and Cost of Revenue - Battery revenue for the three months ended September 30, 2023, was approximately $0.12 million, primarily from partial delivery of battery systems and components[166]. - Cost of revenue for the three months ended September 30, 2023, was approximately $1.0 million, including a write-off of approximately $0.90 million of inventory[168]. - Gross loss decreased from $0.9 million in Q3 2023 to $0.02 million in Q3 2024, as battery system sales were paused[169]. - The company recorded a gross loss of $20 thousand for the three months ended September 30, 2024, compared to a gross loss of $897 thousand in the same period of 2023[165].

Group 1 - Monteverde & Associates PC is investigating Nxu, Inc. regarding a proposed merger with Verde Bioresins, Inc. in an all-stock transaction [1] - Nxu will acquire all issued and outstanding common shares of Verde under the terms of the merger agreement [1] Group 2 - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report [1] - The firm has a successful track record in recovering money for shareholders and litigating in trial and appellate courts, including the U.S. Supreme Court [2]

Core Viewpoint - Monteverde & Associates PC is investigating Nxu, Inc. regarding its proposed merger with Verde Bioresins, Inc., which involves an all-stock transaction for the acquisition of all outstanding common shares of Verde [1]. Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report and has a successful track record in recovering money for shareholders [1][2]. - The firm operates from the Empire State Building in New York City and specializes in class action securities litigation [2]. Legal Context - The investigation pertains to the legality and implications of the merger between Nxu, Inc. and Verde Bioresins, Inc., emphasizing that no company, director, or officer is above the law [3].

Core Viewpoint - Nxu, Inc. is merging with Verde Bioresins, Inc. to create a combined entity focused on sustainable solutions in the plastics industry, aiming to enhance shareholder value and address environmental concerns [1][3]. Company Overview - Nxu, Inc. specializes in energy storage and charging solutions for electrification [1]. - Verde Bioresins, Inc. is a leader in sustainable product innovation, particularly in bioplastics, and has developed PolyEarthyleneTM, a bioresin that can replace traditional petroleum-based plastics [2][9]. Merger Details - The merger will be an all-stock transaction, with Verde stockholders owning approximately 95% and Nxu stockholders owning about 5% of the combined company [3]. - Verde has an estimated enterprise value of approximately $306.9 million, while Nxu's enterprise value is around $16.2 million [3]. - The combined company will be renamed "Verde Bioresins, Corp." and will trade under the ticker symbol "VRDE" on Nasdaq [1]. Strategic Rationale - The merger is seen as a strategic move to optimize Nxu's assets and generate sustained shareholder value while addressing the growing global plastic pollution crisis [6][9]. - Verde's technology is expected to disrupt the plastics industry by providing scalable and economically feasible alternatives to conventional plastics [2][7]. Management and Governance - The board of directors of the combined company will consist of seven members, with six appointed by Verde and one by Nxu [4]. - Verde's management team will lead the operations of the combined entity [4]. Shareholder Support - Humanitario Capital, LLC, Verde's controlling shareholder, and key Nxu executives have signed agreements to support the merger [5]. - The transaction is subject to approval by shareholders of both companies [4]. Market Potential - Verde's PolyEarthylene applications target nearly half of the $600 billion global plastics market, indicating significant growth potential [2][7].