Core Insights - Nxu, Inc. has secured a new patent for a novel methodology related to vehicle views, enhancing its patent portfolio in battery, charging, and vehicle technology [1][2] - The company emphasizes the importance of its intellectual property (IP) as a valuable asset and has focused on innovation and patenting to protect this value [2] Company Overview - Nxu, Inc. is a domestic technology company that specializes in energy storage and charging solutions, aiming to support e-Mobility [2] - The company’s innovations and IP are central to its strategy in the electrified future [2]

MESA, Ariz., May 10, 2024 (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, announced today an intention to evaluate strategic alternatives. Nxu's Board of Directors' Strategic Planning Committee will lead the evaluation, with outside assistance from advisors, and has identified targets for a business combination intended to position the newly combin ...

Financial Performance - For the three months ended March 31, 2024, the company generated revenue of approximately $4 thousand from the operation of its NxuOne™ megawatt charging station [125]. - The company incurred a net loss of approximately $6.5 million for the three months ended March 31, 2024, compared to a net loss of $12.2 million for the same period in 2023, reflecting a decrease of $5.6 million [132]. - The company reported a net loss of $6.5 million in Q1 2024, compared to a net loss of $12.3 million in Q1 2023 [136][137]. Expenses - Research and development expenses decreased from $4.0 million in Q1 2023 to $0.4 million in Q1 2024, a reduction of $3.6 million, as the company shifted focus to megawatt charging stations [128]. - General and administrative expenses decreased from $9.5 million in Q1 2023 to $6.2 million in Q1 2024, a reduction of $3.3 million, primarily due to lower stock-based compensation and payroll costs [129]. Cash Flow and Financing - As of March 31, 2024, the company had $9.2 million in cash and an accumulated deficit of approximately $266.2 million [132]. - The company raised approximately $10.7 million net through its "At-The-Market" equity offering during the three months ended March 31, 2024 [117]. - Net cash used in operating activities for Q1 2024 was $3.5 million, a decrease from $9.4 million in Q1 2023, primarily due to a net loss of $6.5 million offset by stock-based compensation [136][137]. - Net cash used in investing activities for Q1 2024 was $0.9 million, related to the production of NxuOne™ charging station and other property purchases, compared to $0.1 million in Q1 2023 [138]. - Net cash provided by financing activities in Q1 2024 was $10.7 million, primarily from stock issued under the ATM, down from $19.7 million in Q1 2023 [139]. Strategic Plans and Operations - The company plans to continue developing its proprietary mega-watt charging infrastructure and energy storage solutions to address challenges in electrification [114]. - The company expects to incur losses on electricity delivery until it scales production capabilities and deploys additional charging systems [116]. - Production costs for the NxuOne™ charging station have reduced with each unit produced, indicating improved efficiency [115]. - The company aims to increase profitability through competitive pricing and expanding its NxuOne™ charging station network [119]. - The company is actively pursuing various funding options, including public markets, to address substantial doubt about its ability to continue as a going concern [135]. - The company is exploring strategic alternatives to secure necessary capital for future operations [135]. - The company’s success is contingent upon its ability to access capital markets and implement strategic alternatives [135]. Lease Obligations - The company has contractual lease obligations for two properties, with terms ending in summer 2025, and an equipment lease ending in December 2025 [141]. Off-Balance Sheet Arrangements - The company has no off-balance sheet arrangements during the periods presented [140]. Cash Flow Challenges - The company’s cash flow from operating activities reflects ongoing challenges in achieving operational revenue goals [135].

MESA, Ariz., May 01, 2024 (GLOBE NEWSWIRE) -- Nxu, Inc. (NASDAQ:NXU) ("Nxu" or "the Company"), a domestic technology company developing and manufacturing innovative electric vehicle (EV) charging and energy storage solutions, has expanded its EV charging subscription service. The company's commitment to delivering cutting-edge EV charging and energy storage solutions is now further manifested through a subscription option for the NxuOne™ EV Charging System, offering convenience and value to even more custom ...

Charging Technology and Infrastructure - NxuOne™ charging system can deliver up to 4.5 megawatts of continuous power, making it the highest powered charging technology currently available [19]. - The Nxu battery cell technology is designed to charge from 0% to 100% in 15 minutes, comparable to refueling an internal combustion engine vehicle [25]. - Nxu has developed a proprietary battery technology with a cycle life of up to one million miles [28]. - The company aims to build megawatt charging stations to support the electrification of the transportation sector [18]. - Nxu's first pilot vehicle charging location was deployed in Mesa, Arizona in September 2023 [32]. - Nxu introduced the NxuOne™ megawatt charging station, capable of delivering up to 1.1 megawatts of electricity for fast charging [207]. - The company plans to deploy and test its chargers for mass rollout in response to the expected growth in electric vehicles (EVs) in the U.S. [207]. - Nxu has launched its first charging station and produced a second unit ready for deployment as of December 31, 2023 [212]. Revenue Generation and Financial Outlook - Nxu plans to generate revenue in 2024 through the sale of NxuOne™ charging systems and providing kWh of energy to customers [32]. - Nxu plans to generate positive cash flow by managing growth and controlling expenses while scaling the NxuOne™ charging infrastructure [44]. - The company generated revenue for the first time in 2023, primarily from product deliveries related to its proprietary battery cell and pack division [82]. - The company has ceased electric vehicle battery development to focus on the NxuOne™ Charging Network, with expectations that 2024 revenue will solely come from the deployment or sale of NxuOne™ Charging Stations [82]. - Future revenue generation is anticipated through the sale of NxuOne™ charging systems and continued energy provision to customers [212]. Market Potential and Competitive Landscape - The electric vehicle battery industry is projected to have a global need of 2.3 TWh by 2030, which is 77% higher than the forecasted supply of 1.3 GWh [35]. - The electric vehicle charging market is expected to reach $182 billion by 2030, indicating significant growth potential [35]. - Nxu aims to capture a large share of the electric truck market, with the total market opportunity for pickup trucks exceeding $241 billion [38]. - The electric vehicle market is highly competitive, and Nxu may not succeed in competing effectively within this industry [65]. - The electric vehicle market is rapidly evolving, with demand influenced by changing technologies, competitive pricing, and government regulations [78]. Supply Chain and Manufacturing - Approximately 75% of Nxu's raw materials are sourced from China, highlighting a reliance on a single region for supply [42]. - Nxu plans to keep manufacturing in the United States, positioning itself as one of the few American companies producing electric vehicle batteries domestically [28]. - The company relies on a limited number of suppliers for its charging stations, and any loss of these partners could negatively impact its operations [62]. - The company relies on a limited number of suppliers for its charging stations, increasing risks if any supplier fails to meet obligations [102]. Operational Challenges and Risks - Nxu is in the development stages of many products, facing technical, cost, and regulatory challenges that may hinder commercialization [69]. - The company has minimal experience servicing and repairing its charging stations, which could adversely affect its business prospects [65]. - The company faces challenges in attracting and retaining customers due to perceptions about EV features, quality, and performance [83]. - The company may incur significant costs to comply with environmental regulations, which could increase operational expenses [124]. - The company faces risks associated with construction delays and cost overruns as it expands its services [109]. - Cybersecurity risks could materially impact operations and financial results, with potential for data breaches and service interruptions [115]. - Nxu's ability to monitor its service providers' and component suppliers' security measures is limited, increasing vulnerability to cyber-attacks [118]. Management and Corporate Structure - Nxu's management team lacks experience running a public company, which may impact its operational effectiveness [65]. - The company qualifies as an "emerging growth company," allowing it to rely on certain exemptions from disclosure requirements [54]. - The company is classified as a "smaller reporting company," which allows it to provide only two years of audited financial statements until it exceeds a market value of $250 million or annual revenues of $100 million [178]. - The company may face significant challenges in attracting and retaining key personnel, which could adversely affect its business operations [159]. Financial Compliance and Stock Performance - The company completed a Reverse Stock Split at a ratio of 1-for-150 on December 27, 2023, to maintain compliance with Nasdaq's Minimum Bid Price Requirement [171]. - The company's Class A common stock has been trading below $1.00 per share for more than 15 consecutive trading days, risking noncompliance with Nasdaq listing rules [169]. - If the Class A common stock price remains below $1.00 for more than 30 consecutive trading days, the company may face delisting from Nasdaq [169]. - The company has not declared or paid any dividends on its Class A common stock and does not anticipate doing so in the foreseeable future [175]. - The market price of the company's Class A common stock has historically been highly volatile, influenced by various external factors [166]. Regulatory and Environmental Considerations - Nxu's vehicles will comply with numerous regulatory requirements, including those set by the National Highway Traffic Safety Administration (NHTSA) [47]. - The company is subject to Dodd-Frank Act requirements regarding conflict minerals, which may increase sourcing costs and affect reputation [105]. - Compliance with evolving regulations in the battery and electric vehicle industry is expected to incur significant costs, which could adversely affect the company's financial condition and operating results [151]. - Environmental regulations may become more stringent, increasing compliance costs and potentially requiring changes in manufacturing processes [154]. Future Outlook and Strategic Direction - Nxu is focused on building a profitable technology company, starting with NxuOne™ charging systems and future investments in cell and vehicle technologies [33]. - The company anticipates incurring operating losses in future periods due to high costs associated with developing electric vehicles from the ground up [85]. - The company expects to significantly increase spending to advance product development and commercialization, but there is uncertainty regarding the availability of additional funding [96]. - The company may consider strategic investments or business combinations to increase liquidity, but such actions carry risks of losses [89].

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company presents unaudited financial statements for Q3 2023, highlighting its first revenue and a going concern warning [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets were $8.19 million and the stockholders' deficit improved to $4.26 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $2,028 | $2,701 | | Total current assets | $2,653 | $3,667 | | Property and equipment, net | $3,141 | $2,441 | | **Total assets** | **$8,192** | **$7,038** | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $5,330 | $4,243 | | Convertible debt and warrant liability, at fair value | $5,901 | $11,285 | | **Total liabilities** | **$12,452** | **$16,086** | | **Total stockholders' deficit** | **($4,260)** | **($9,048)** | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the nine months ended September 30, 2023, the company reported its first revenue but a net loss of $38.0 million Statement of Operations Summary (in thousands, except per share data) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Revenue | $117 | $0 | | Gross loss | ($897) | $0 | | Stock-based compensation | $16,306 | $34,370 | | Research and development | $10,690 | $6,794 | | General and administrative | $12,808 | $7,236 | | Operating loss | ($40,985) | ($53,531) | | Gain on convertible debt and warrant liability | $4,007 | $0 | | **Net loss** | **($37,972)** | **($53,126)** | | Loss per share, basic and diluted | ($1.09) | ($7.22) | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) The stockholders' deficit improved to $4.26 million due to capital raising activities offsetting the period's net loss - For the nine months ended September 30, 2023, the company issued **23.6 million shares** of common stock for **$6.2 million** in cash and converted **$16.3 million** of debt into **14.7 million shares** of equity[16](index=16&type=chunk) - The accumulated deficit increased from $218.6 million at the end of 2022 to **$256.6 million** as of September 30, 2023, due to the **net loss of $38.0 million** incurred during the period[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $23.7 million, while financing activities provided $24.1 million for the nine-month period Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($23,703) | ($15,841) | | Net cash used in investing activities | ($1,089) | ($1,164) | | Net cash provided by financing activities | $24,119 | $15,273 | | **Net decrease in cash** | **($673)** | **($1,732)** | | **Cash, end of period** | **$2,028** | **$1,414** | - Financing activities in 2023 included **$18.6 million** net proceeds from a public offering and **$7.3 million** from the issuance of convertible debt[21](index=21&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail the corporate reorganization, a going concern warning, first revenue, and subsequent events like a Nasdaq delisting notice - On May 12, 2023, Atlis Motor Vehicles Inc. completed a reorganization merger to become Nxu, Inc., with Nxu as the successor issuer[24](index=24&type=chunk)[26](index=26&type=chunk) - The company's financial condition raises **substantial doubt about its ability to continue as a going concern**, having incurred a **net loss of $38.0 million** and used **$23.7 million in cash from operations** in the first nine months of 2023, with only **$2.0 million cash** on hand at period end[34](index=34&type=chunk)[36](index=36&type=chunk) - In Q3 2023, the company recognized its **first revenue of $117,000** from battery systems and components sales[51](index=51&type=chunk) - The company wrote off approximately **$0.90 million of inventory** to cost of goods sold in Q3 2023 after determining it could not complete a customer contract[54](index=54&type=chunk) - Subsequent to the quarter end, on October 10, 2023, Nxu received a notice from Nasdaq regarding **potential delisting** for failing to meet the minimum bid price requirement[116](index=116&type=chunk) - On October 23, 2023, the company completed a public offering of **86.0 million shares** at $0.035 per share, raising approximately **$3.0 million** before costs[117](index=117&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a strategic shift to megawatt charging, its first revenue, and critical liquidity challenges [Company Overview and Strategy](index=23&type=section&id=Company%20Overview%20and%20Strategy) The company is prioritizing its megawatt charging systems, launching the Nxu One while pausing battery cell development - In Q3 2023, the company made a **strategic shift to prioritize** the development and deployment of its megawatt charging system[128](index=128&type=chunk) - The **Nxu One Megawatt+ Charging System** was launched in September 2023 and is capable of delivering over **700kW** of universal charging[128](index=128&type=chunk)[129](index=129&type=chunk) - In connection with the strategic shift, Nxu has **paused the development and production** of its proprietary battery cells and packs, with plans to resume in the near term[130](index=130&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) The company recorded its first revenue of $0.12 million and a gross loss, with operating expenses decreasing due to lower stock-based compensation - The company recognized its **first revenue of $0.12 million** in Q3 2023, primarily from a battery system contract[138](index=138&type=chunk) - Cost of revenue in Q3 2023 was **$1.0 million**, which included a write-off of approximately **$0.90 million** in work-in-process inventory[139](index=139&type=chunk) Operating Expense Changes (Nine Months Ended Sep 30, 2023 vs 2022, in millions) | Expense Category | 2023 | 2022 | Change | | :--- | :--- | :--- | :--- | | Stock-based compensation | $16.3 | $34.4 | ($18.1) | | Research and development | $10.7 | $6.8 | $3.9 | | General and administrative | $12.8 | $7.2 | $5.6 | | Advertising | $0.28 | $5.1 | ($4.8) | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Substantial doubt exists about the company's ability to continue as a going concern, requiring immediate additional financing - There is **substantial doubt** about the Company's ability to continue as a **going concern** due to significant losses and negative cash flow[152](index=152&type=chunk)[156](index=156&type=chunk) Financial Position and Cash Flow (Nine Months Ended Sep 30, 2023, in millions) | Metric | Amount | | :--- | :--- | | Net Loss | ($38.0) | | Net cash used in operating activities | ($23.7) | | Cash balance at period end | $2.0 | | Net proceeds from financing activities | $26.0 | - The company requires **immediate additional financing** to fund future operations and plans to access public markets and other avenues for capital[155](index=155&type=chunk)[156](index=156&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as the company qualifies as a smaller reporting company - The company has not provided quantitative and qualitative disclosures about market risk, stating it is not applicable[163](index=163&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the end of the quarter - Management concluded that as of September 30, 2023, the company's **disclosure controls and procedures were effective**[164](index=164&type=chunk) - **No material changes** were made to the company's internal control over financial reporting during the quarter ended September 30, 2023[165](index=165&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to financial statement notes regarding a settlement with a software vendor - For details on legal proceedings, the report refers to Note 11, which discusses a settlement agreement with QAD, Inc. requiring Nxu to pay a **$0.70 million termination fee** over 21 months[69](index=69&type=chunk)[167](index=167&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) A new material risk factor is disclosed concerning the potential delisting of the company's stock from Nasdaq - A new material risk is the **potential delisting** of the company's Class A common stock from Nasdaq for failing to meet the **$1.00 minimum bid price** and the **minimum stockholders' equity** requirements[169](index=169&type=chunk) - On October 10, 2023, Nasdaq issued a delisting determination; the company has appealed, and a hearing is scheduled for **December 14, 2023**[170](index=170&type=chunk) - Potential consequences of delisting include **reduced liquidity and market price** of the stock, and a negative impact on the company's ability to raise equity financing[171](index=171&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the reporting period - The company reported **no unregistered sales of equity securities** for the period[172](index=172&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities during the period - The company reported **no defaults upon senior securities**; however, the Nasdaq non-compliance notice constituted an event of default under its Convertible Notes agreements[97](index=97&type=chunk)[173](index=173&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company states there is no other information to report for the period - The company reported **no other information** for the period[175](index=175&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including agreements and certifications

Financial Performance - Net revenue for the three months ended June 30, 2023 was $0, consistent with the same period in 2022 [153]. - The net loss for the six months ended June 30, 2023 was approximately $26.8 million, an improvement of $6.5 million compared to a net loss of $33.3 million in the same period in 2022 [159]. - Cash used in operating activities for the six months ended June 30, 2023 was $19.0 million, compared to $11.3 million in the same period in 2022 [165]. - The company had $3.1 million in cash and an accumulated deficit of approximately $245.6 million as of June 30, 2023 [166]. Capital Raising - The company raised approximately $23 million during the six months ended June 30, 2023, through a mix of convertible notes and S-1 Follow-on offering [128]. - The company raised $23 million in gross proceeds through convertible debt and a public offering during the six months ended June 30, 2023 [167]. - The company intends to continue obtaining additional capital through public markets and other means to sustain or grow its business [128]. Operational Developments - The company is currently producing battery cells and Qube battery packs in a pilot production capacity at its Mesa, AZ facility [127]. - The company demonstrated its Megawatt charger designed to output more than 1,000 kilowatts (kW) of charging power [130]. - The company completed its reorganization and rebranded from Atlis Motor Vehicles, Inc. to Nxu, Inc., reflecting a strategic focus on energy and infrastructure [130]. - The company plans to ramp up battery cell and pack manufacturing while investing in facilities and equipment to automate processes and increase manufacturing quality [127]. - The company is developing products aimed at addressing challenges such as limited battery capacity, range anxiety, and long charge times in the electric vehicle market [126]. - The company is focused on capturing the commercial and industrial markets, which represent a portion of the electric vehicle opportunity not fully serviced by existing solutions [126]. Expenses - Total operating expenses decreased by $3.0 million from $17.7 million in Q2 2022 to $14.6 million in Q2 2023, primarily due to a $4.6 million decrease in stock-based compensation [153]. - Research and development expenses increased by $2.0 million from $2.8 million in Q2 2022 to $4.7 million in Q2 2023, reflecting ongoing investment in battery and charging technologies [154]. - General and administrative expenses rose by $1.2 million from $2.9 million in Q2 2022 to $4.1 million in Q2 2023, driven by reorganization costs and increased professional services [155]. - Stock-based compensation for the six months ended June 30, 2023 decreased by $12.6 million to $11.6 million from $24.2 million in the same period in 2022 [159]. - Advertising expenses decreased significantly from $3.6 million in the first six months of 2022 to $0.2 million in the same period in 2023 due to reduced marketing activities [162]. Customer Development - The company is in the early stages of customer development, and its ability to attract customers will significantly impact its revenue generation and financial results [131].

Company Overview - Atlis Motor Vehicles is a pre-revenue development stage company focused on manufacturing innovative battery cells and packs for electric vehicles and energy storage solutions [96]. - Atlis aims to capture the commercial and industrial electric vehicle market, which is currently underserved by existing EV companies [99]. Revenue Generation Plans - The company plans to generate revenue in the current fiscal year, having received deposits for battery packs and hardware for delivery in the second half of 2023 [102]. - The company raised $21 million through convertible debt and public offerings during the quarter ended March 31, 2023 [116]. Financial Performance - The company incurred a net loss of approximately $12.3 million for the three months ended March 31, 2023, compared to a net loss of $19.7 million in the same period in 2022, reflecting an improvement of $7.4 million [115]. - Total operating expenses decreased by $6.1 million from $19.7 million in Q1 2022 to $13.6 million in Q1 2023, primarily due to a reduction in stock-based compensation [108]. - Research and development expenses increased by $1.6 million from $1.3 million in Q1 2022 to $2.9 million in Q1 2023 as the company ramped up battery and platform development [109]. - General and administrative expenses rose by $2.1 million to $4.7 million in Q1 2023, driven by increased legal and professional fees related to convertible debt and equity offerings [110]. - Net cash used in operating activities was $9.4 million for the three months ended March 31, 2023, compared to $5.3 million in the same period in 2022 [114]. - The company had $12.9 million in cash and an accumulated deficit of approximately $231 million as of March 31, 2023 [115]. Operational Strategy - The company has a strategic "crawl-walk-run" approach to scaling operations, starting with the market introduction of AMV battery cells and charging technology [100]. - Atlis is currently producing AMV battery cells in a pilot capacity and plans to ramp up manufacturing while investing in automation and quality improvements [101]. - The company plans to continue investing heavily in research and development to bring products to market [109]. Funding and Financial Strategy - In November 2022, Atlis entered a Securities Purchase Agreement for up to $30 million in convertible debt and warrants, receiving net proceeds of $9 million from the first tranche [104]. - A public offering in February 2023 resulted in gross proceeds of approximately $13 million from the sale of 8.3 million units at an offering price of $1.56 per unit [104]. - The company is pursuing all available options for funding, including public markets, to ensure it can continue operations and execute business objectives [117]. Challenges and Risks - The company continues to incur losses from operations and negative cash flows, with expectations of ongoing losses until production capabilities are scaled [97][102]. - Limited supply availability due to ongoing global conflicts could lead to unforeseen cost and delivery challenges in 2023 [105]. - The company has not declared or paid cash dividends and has no plans to do so in the foreseeable future [87]. Corporate Changes - The merger with Nxu, Inc. was approved by shareholders on May 9, 2023, which will result in Atlis becoming a wholly-owned subsidiary of Nxu [97].

Part I [Business](index=6&type=section&id=Item%201.%20Business) Atlis Motor Vehicles Inc. is an early-stage technology company focused on electrifying the commercial "Work" sector through proprietary battery technology, a modular vehicle platform, and electric trucks - Atlis is a technology company developing battery solutions, EV infrastructure, and vehicles for 'Work' industries, which include building, digging, growing, and hauling[22](index=22&type=chunk) - The company is an early-stage entity that has not yet scaled production or delivered products, with its proprietary battery technology being the most advanced product, targeting customer deliveries in **late 2023**[24](index=24&type=chunk) - Atlis plans a phased go-to-market strategy: 'Crawl' phase in **2023** launching AMV cells and packs, followed by the 'Walk' phase with the XP Platform, and the 'Run' phase with the XT truck[39](index=39&type=chunk)[40](index=40&type=chunk)[41](index=41&type=chunk) - As of **December 31, 2022**, the company had **93 full-time employees** and plans to manufacture its products in its Mesa, Arizona facility[35](index=35&type=chunk)[61](index=61&type=chunk) [Principal Products and Services](index=7&type=section&id=Principal%20Products%20and%20Services) Atlis is developing a vertically integrated ecosystem of products, including a proprietary 15-minute fast-charging battery cell, battery packs, a 1.5 MW charging station, a modular vehicle platform, and an electric pickup truck - AMV Energy Cell: Proprietary battery technology designed for **15-minute charging (0-100%)** and high energy density, with small-batch pilot production underway and customer deliveries expected in **late 2023**[30](index=30&type=chunk) - AMV Energy 30 pack: A **30 KWh battery pack** utilizing the AMV Energy Cell, designed for mobility, equipment, and energy storage applications[30](index=30&type=chunk) - AMV Advanced Charger (AAC): A proprietary charging station capable of delivering up to **1.5 MW of power**, currently in the R&D phase[30](index=30&type=chunk) - Future Products: The AMV XP, a modular vehicle platform, and the AMV XT, a full-sized electric work truck with up to **500 miles of range** and **35,000 pounds of towing capacity**, are in the R&D phase[30](index=30&type=chunk) [Competition and Competitive Strengths](index=8&type=section&id=Competition%20and%20Competitive%20Strengths) Atlis faces intense competition in the EV battery and vehicle markets but leverages its fast-charging battery technology, intellectual property, vertical integration, and "Made in the USA" strategy as competitive strengths - The EV battery market is highly competitive, with major players including Panasonic, Samsung SDI, CATL, LG Energy Solutions, and Tesla[32](index=32&type=chunk) - Key competitive strengths include fast-charging battery technology (**15-minute charge, 1 million-mile life**), vertical integration, and a strong company culture focused on innovation[34](index=34&type=chunk) - As of **December 31, 2022**, Atlis holds **one issued U.S. patent** (effective until **2039**) and has **32 pending U.S. patents**[34](index=34&type=chunk) - The company plans to manufacture its products in-house at its Arizona facility, positioning itself as one of the few American companies building EV batteries on U.S. soil[35](index=35&type=chunk) [Supply Chain and Growth Strategy](index=10&type=section&id=Supply%20Chain%20and%20Growth%20Strategy) Atlis's supply chain is heavily reliant on China, prompting diversification efforts, while its growth strategy prioritizes early revenue generation from battery sales before scaling to vehicle platforms and trucks - Approximately **75%** of the company's raw material supply chain is currently based in China, with Atlis exploring risk mitigation by seeking alternative suppliers in Europe and North America[49](index=49&type=chunk) - The growth strategy prioritizes bringing the AMV Battery and related products (Energy Storage Systems, Charging) to market first to generate early revenue[50](index=50&type=chunk) - The company plans to leverage its social media presence and develop a dedicated sales team to pursue large customers and drive growth[52](index=52&type=chunk) [Risk Factors](index=13&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks due to its early-stage nature, limited operating history, and lack of profits, including significant capital needs, unproven manufacturing scalability, intense competition, and complex regulatory hurdles [Risks Related to Our Business](index=13&type=section&id=Risks%20Related%20to%20Our%20Business) Atlis is an early-stage company with a history of losses, requiring significant additional funding to develop products and scale manufacturing, while facing supply chain dependencies, inflation, and cybersecurity threats - Atlis is an early-stage company with a limited operating history, has never been profitable, and requires significant additional funding to continue development of its XP platform and XT truck[17](index=17&type=chunk)[67](index=67&type=chunk)[76](index=76&type=chunk) - The company is dependent on single or limited-source suppliers for critical components and faces risks related to supply chain disruptions, price fluctuations, and component availability[90](index=90&type=chunk) - An event of default occurred under the company's convertible notes due to a notice of non-compliance from Nasdaq, making approximately **$4.9 million** in principal and interest potentially due and payable immediately[132](index=132&type=chunk) - The business is exposed to risks from rising interest rates and inflation, which increase operating costs and the cost of capital[102](index=102&type=chunk)[103](index=103&type=chunk) [Risks Related to the Automobile Industry](index=24&type=section&id=Risks%20Related%20to%20the%20Automobile%20Industry) The automotive market is highly competitive, posing risks to Atlis from production bottlenecks, raw material scarcity, the need for adequate charging infrastructure, inherent lithium-ion battery fire risks, and minimal vehicle servicing experience - The automotive industry is highly competitive, with competitors like Ford, GM, Rivian, and Tesla having greater resources and potentially bringing similar products to market sooner[134](index=134&type=chunk)[136](index=136&type=chunk) - The company's success depends on avoiding battery production bottlenecks and securing scarce natural resources like lithium and cobalt, which are subject to price volatility and supply constraints[152](index=152&type=chunk)[154](index=154&type=chunk) - The use of lithium-ion battery cells presents a risk of fire or thermal events, which could lead to injury, product recalls, and brand damage[157](index=157&type=chunk) - Atlis has minimal experience servicing and repairing its vehicles, and failure to establish an adequate service network could materially harm the business[158](index=158&type=chunk) [Risks Related to Our Management and Capital Structure](index=29&type=section&id=Risks%20Related%20to%20Our%20Management%20and%20Capital%20Structure) The company's management team lacks public company experience, and a dual-class stock structure concentrates over 97% of voting power with the CEO and President, making Atlis a 'controlled company' and exposing it to Nasdaq delisting risk - The company's management team lacks experience in operating a publicly traded company, and the business is highly dependent on its key executives, Mark Hanchett and Annie Pratt[167](index=167&type=chunk)[168](index=168&type=chunk) - A dual-class stock structure gives CEO Mark Hanchett **~71%** and President Annie Pratt **~26%** of the voting power, concentrating control and limiting the influence of other stockholders[169](index=169&type=chunk)[176](index=176&type=chunk) - Atlis is a 'controlled company' under Nasdaq rules, exempting it from requirements such as having a majority of independent directors[178](index=178&type=chunk) - On **March 13, 2023**, Atlis received a notice from Nasdaq for failing to meet the minimum **$50 million** market value of listed securities requirement, posing a risk of delisting[201](index=201&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) Atlis leases a **42,828 square foot** industrial facility in Mesa, Arizona, serving as its headquarters for all operations, including office and manufacturing space, which is considered adequate for current needs - The Company leases a **42,828 sq. ft.** facility at 1828 Higley Road, Mesa, AZ, which includes office (**7,828 sq. ft.**) and manufacturing (**35,000 sq. ft.**) space[205](index=205&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A common stock trades on Nasdaq under 'AMV', with **17,449 holders** as of **March 13, 2023**, and no plans to pay cash dividends in the foreseeable future - The company's common stock is listed on Nasdaq under the symbol **'AMV'**[210](index=210&type=chunk) - As of **March 13, 2023**, there were **17,449 holders of record** of the common stock[210](index=210&type=chunk) - The company has never paid cash dividends and does not plan to in the foreseeable future[210](index=210&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Atlis, a pre-revenue development stage company, incurred a **$70.7 million** net loss in **2022**, faces substantial doubt about its going concern ability, and relies on recent and future capital raises to fund operations while prioritizing AMV battery commercialization [Results of Operations](index=38&type=section&id=Results%20of%20Operations) For the year ended **December 31, 2022**, Atlis reported a net loss of **$70.7 million**, a significant improvement from **$133.7 million** in **2021**, primarily due to an **$81.8 million** reduction in stock-based compensation, despite increased operating expenses Statement of Operations Data (2022 vs 2021) | | 2022 (in thousands) | 2021 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | **Revenue** | $ - | $ - | - | | **Operating loss** | $ (68,800) | $ (133,681) | $ (64,881) | | **Net loss** | $ (70,681) | $ (133,736) | $ (63,055) | | **Stock based compensation** | $ 41,502 | $ 123,245 | $ (81,743) | | **Research and Development** | $ 9,648 | $ 4,429 | $ 5,219 | | **General and administrative** | $ 12,353 | $ 3,329 | $ 9,024 | - Stock-based compensation decreased by **$81.8 million**, primarily because **2021** included a one-time incremental expense of approximately **$115 million** related to the conversion of stock grants to stock options[225](index=225&type=chunk) - General and administrative expenses increased by **$9.0 million**, driven by a **$2.6 million** increase in salaries from higher headcount and **$5.2 million** in legal and professional services for the public offering[227](index=227&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces substantial doubt about its ability to continue as a going concern, having incurred a **$70.7 million** net loss in **2022** and ending the year with **$2.7 million** in cash, necessitating significant capital raises through debt and equity offerings - The company has substantial doubt about its ability to continue as a going concern due to a net loss of **$70.7 million** in **2022** and an accumulated deficit of **$218.6 million**[231](index=231&type=chunk)[233](index=233&type=chunk) Summary of Cash Flows (in thousands) | | December 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $ (23,450) | $ (11,188) | | **Net cash used in investing activities** | $ (1,557) | $ (1,031) | | **Net cash provided by financing activities** | $ 24,562 | $ 15,322 | - In **2022**, the company raised **$15.3 million** from stock sales and **$9 million** from convertible debt, with an additional **$9 million** from debt and gross proceeds of approximately **$13 million** from a public offering in **early 2023**[232](index=232&type=chunk)[233](index=233&type=chunk) [Critical Accounting Estimates](index=40&type=section&id=Critical%20Accounting%20Estimates) The company's critical accounting estimates involve significant judgment, primarily concerning stock-based compensation valued using the Black-Scholes model and convertible debt and warrants valued at fair value using a Monte Carlo simulation model - Stock-Based Compensation is a critical estimate, valued using the Black-Scholes model which requires subjective inputs like expected volatility (**75.33% in 2022**) and expected option term (**7.0 years**)[242](index=242&type=chunk)[243](index=243&type=chunk)[371](index=371&type=chunk) - Convertible Debt and Warrants are valued using a Monte Carlo simulation model, which is a Level 3 fair value measurement requiring significant assumptions about stock price, volatility (**85% at year-end 2022**), and other factors[249](index=249&type=chunk)[388](index=388&type=chunk) [Financial Statements and Supplementary Data](index=42&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's audited consolidated financial statements for **2022** and **2021**, including the Independent Registered Public Accounting Firm's report which expresses substantial doubt about the company's ability to continue as a going concern [Report of Independent Registered Public Accounting Firm](index=51&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor, Prager Metis CPAs, LLP, issued an opinion that the financial statements are fairly presented, but included a 'Going Concern' paragraph highlighting substantial doubt due to recurring losses and an accumulated deficit - The auditor's report contains a 'Going Concern' paragraph, citing recurring losses from operations and an accumulated deficit as conditions that raise substantial doubt about the company's ability to continue[298](index=298&type=chunk) [Consolidated Financial Statements](index=52&type=section&id=Consolidated%20Financial%20Statements) As of **December 31, 2022**, Atlis had total assets of **$7.0 million** and total liabilities of **$16.1 million**, resulting in a stockholders' deficit of **$9.0 million**, with no revenue and a net loss of **$70.7 million** for the year Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $ 3,667 | $ 3,436 | | **Total Assets** | $ 7,038 | $ 4,613 | | **Total Current Liabilities** | $ 4,243 | $ 709 | | **Total Liabilities** | $ 16,086 | $ 813 | | **Total Stockholders' Equity (Deficit)** | $ (9,048) | $ 3,800 | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | **Revenue** | $ - | $ - | | **Operating loss** | $ (68,800) | $ (133,681) | | **Net Loss** | $ (70,681) | $ (133,736) | | **Loss per share, basic** | $ (8.88) | $ (10.77) | [Notes to Consolidated Financial Statements](index=56&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail critical accounting policies and financial items, including substantial doubt about going concern, a full valuation allowance against deferred tax assets, forgiveness of a **$397 thousand** PPP loan, **$41.5 million** in stock-based compensation, and the **$10 million** convertible debt issued in **November 2022** - The company's financial statements were prepared with the assumption of it being a 'going concern', but management notes that recurring losses and negative cash flows raise substantial doubt about this ability[318](index=318&type=chunk)[319](index=319&type=chunk) - On **November 4, 2022**, the Company issued **$10.0 million** in **10% Original Issue Discount Convertible Notes**, receiving gross proceeds of **$9.0 million**, secured by all company assets[376](index=376&type=chunk) - In **February 2023**, the company raised approximately **$13 million** in gross proceeds from a public offering of **8.3 million units** at **$1.56 per unit**[393](index=393&type=chunk) - On **March 13, 2023**, the company received a notice from Nasdaq for failing to meet the minimum market value of listed securities requirement, which constituted an event of default under its convertible notes[266](index=266&type=chunk)[394](index=394&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%209A.%20Controls%20and%20Procedures) As of **December 31, 2022**, management concluded that the company's disclosure controls and procedures were effective, with Atlis being exempt from providing a management report or auditor attestation on internal control over financial reporting as a newly public and emerging growth company - Management concluded that as of **December 31, 2022**, the company's disclosure controls and procedures were effective[259](index=259&type=chunk) - The company is exempt from providing a management report on internal control over financial reporting and an auditor attestation report for this period due to its status as a newly public and emerging growth company[260](index=260&type=chunk) [Other Information](index=42&type=section&id=Item%209B.%20Other%20Information) On **March 13, 2023**, Atlis received a Nasdaq notice for failing to meet the **$50 million** Market Value of Listed Securities requirement, triggering an event of default under its convertible notes and making approximately **$4.9 million** potentially due immediately - On **March 13, 2023**, the Company received a notice from Nasdaq for failing to meet the minimum **$50 million** Market Value of Listed Securities (MVLS) requirement[262](index=262&type=chunk) - The company has a **180-day period**, until **September 11, 2023**, to regain compliance by having its MVLS close at or above **$50 million** for at least **10 consecutive business days**[263](index=263&type=chunk) - Receipt of the Nasdaq notice constituted an event of default under the company's convertible notes, making **~$4.9 million** in principal and interest potentially due immediately[266](index=266&type=chunk) Part III [Directors, Executive Compensation, and Corporate Governance](index=44&type=section&id=Items%2010-14) Information for Items 10 through 14, covering Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, Certain Relationships and Related Transactions, and Principal Accountant Fees, will be incorporated by reference from the company's definitive Proxy Statement for the **2023** Annual Meeting of Stockholders - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's **2023** Proxy Statement[270](index=270&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=45&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of all financial statements, schedules, and exhibits filed with the Form 10-K, including the company's articles of incorporation, bylaws, debt and warrant agreements, material contracts, and CEO/CFO certifications - This section provides an index of all financial statements, schedules, and exhibits filed with the Form 10-K[278](index=278&type=chunk)[279](index=279&type=chunk)

Company Overview - ATLIS Motor Vehicles is a pre-revenue development stage company focused on electric vehicles, with significant milestones achieved in 2021, including the production of the first AMV battery cell[85]. - The company plans to commercialize its AMV XP Platform in fiscal year 2025 and begin production of the AMV XT Pickup trucks in fiscal year 2026[89]. - ATLIS aims to capture the Work market, targeting vehicles with a range of up to 500 miles and the ability to haul 20,000 to 35,000 pounds[87]. Market Opportunities - The global vehicle battery market is expected to reach over $43.4 billion by 2030, with a total opportunity of over 2 TWH of battery capacity needed for medium to heavy-duty vehicles[90]. - The energy storage market represents an approximate $360 billion opportunity, which ATLIS plans to address with its proprietary battery technology[90]. - The company has received letters of intent and memoranda of understanding for battery pack requests, indicating projected customer demand[89]. Financial Performance - Revenue for the three months ended September 30, 2022 was $0, unchanged from the same period in 2021[94]. - Total operating expenses decreased by $68.5 million from $84.7 million in Q3 2021 to $16.2 million in Q3 2022[94]. - Stock-based compensation decreased by $71.4 million from $81.6 million in Q3 2021 to $10.1 million in Q3 2022[94]. - General and administrative expenses increased by $2.2 million from $1.7 million in Q3 2021 to $3.9 million in Q3 2022[95]. - Advertising expenses increased by $465 thousand from $1 million in Q3 2021 to $1.5 million in Q3 2022[96]. - Research and development expenses increased by $223 thousand in Q3 2022 compared to Q3 2021[97]. - Net loss for the nine months ended September 30, 2022 was $53.1 million, a decrease of $42.7 million from a net loss of $95.8 million in the same period in 2021[98]. - Net cash used in operating activities was $15.8 million for the nine months ended September 30, 2022, compared to $8.3 million in the same period in 2021[103]. - The company raised $15.3 million from stock sales through its Regulation A+ offering in the nine months ended September 30, 2022[105]. - The company had $1.4 million in cash and an accumulated deficit of $201 million as of September 30, 2022[104]. Capital and Funding - ATLIS continues to seek additional capital through public markets and other means to sustain and grow the business[92]. - The company expects to incur losses on each product sold until sufficient capital is obtained to scale production capabilities[92]. External Factors - The ongoing conflict in Russia and Ukraine has led to increased costs of materials and supply chain challenges, but ATLIS has not been materially impacted so far[93]. Regulatory and Listing Information - ATLIS registered its Regulation A Class A shares with the SEC and listed on the Nasdaq under the ticker symbol "AMV" on September 27, 2022[91].