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NXU-News
NXU-Events
Nxu Inc. announces progress towards closing merger with Verde Bioresins
Nxu announced it is progressing towards closing its merger with Verde Bioresins. 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 resulting from the contemplated merger, and both Nxu and Verde have been through remaining closing items. Completion of the merger is subject to satisfaction of conditions, including Nasdaq approval. "We have been working through the necessary technicalities closely with both Verde and Nasdaq's listing department, and we intend to close very soon," said Mark Hanchett, Chairman and CEO at Nxu. "Completing the recent reverse stock split was a key open item required to position the combined company for success upon close."
Nxu Inc. announces 1-for-20 reverse stock split
Nxu announced a planned reverse stock split of its shares of Class A 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 stock are expected to begin trading on a post-split basis on the Nasdaq Capital Market at the market open on March 31, 2025 under the existing trading symbol "NXU". At the Company's special meeting of stockholders held on February 11, 2025, the Company's stockholders approved amending the Company's certificate of incorporation to, among other things, effect a reverse stock split of the Company's issued and outstanding common stock at a ratio of 1-for-5 to 1-for-20, with the final ratio to be determined in the discretion of the Company's board of directors, which was subsequently set at a ratio of 1-for-20. Following the reverse stock split, the new CUSIP number of the Company's Class A common stock will be 62956D303, with the par value per share of the Class A common stock remaining at $0.0001. Proportionate adjustments will be made to the per-share exercise prices and/or the number of shares issuable under all outstanding options, warrants, and equity awards.
Nxu stockholders approve merger with Verde
Nxu and Verde Bioresins, a full-service bioplastics production, announced the approval of the merger by Nxu stockholders after completing a stockholder vote on February 11th. Verde pioneered PolyEarthylene, a proprietary bioresin that has the potential to replace traditional petroleum-based plastics and disrupt the plastics industry. Upon the closing of the Merger, assuming Nxu's aggregate enterprise value is approximately $16.2M, pre-Merger Verde stockholders will own approximately 95% of the combined company and pre-Merger Nxu stockholders will own approximately 5% of the combined company, in each case, on a fully-diluted and as-converted basis. For purposes of determining the exchange ratio in the transaction, Verde has been ascribed an aggregate enterprise value of approximately $306.9M, and Nxu's aggregate enterprise value will be an amount equal to approximately $16.2M less an amount equal to the excess of certain lease payments remaining unpaid at closing over Nxu's cash balance at closing. The transaction is subject to certain closing conditions, including approval of the combined company's common stock for listing on the Nasdaq Capital Market. Upon closing of the Merger, the board of directors of the combined company is expected to consist of six members, five of whom will be appointed by Verde and one of whom will be appointed by Nxu; and the Verde management team will manage the business of the combined company. The Merger is currently expected to be completed in March 2025. Lake Street Capital Markets, has provided a fairness opinion to the Nxu Board in connection with the proposed transaction. Snell & Wilmer is serving as legal counsel to Nxu in connection with the proposed transaction. Roth Capital Partners, is serving as financial advisor to Verde. Wilmer Cutler Pickering Hale and Dorr LLP is serving as legal counsel to Verde in connection with the proposed transaction.
Nxu Inc., Verde Bioresins enter merger agreement for all-stock transaction
Nxu and Verde Bioresins entered into a merger agreement pursuant to which Nxu will acquire all of the issued and outstanding common shares of Verde in an all-stock transaction. Upon closing of the merger, the combined company is expected to be renamed "Verde Bioresins, Corp." and list its common stock on Nasdaq under the new ticker symbol "VRDE." The members of the boards of directors of both companies unanimously approved, and will recommend that shareholders of each company approve, the proposed transaction. Verde pioneered PolyEarthylene, an innovative and proprietary bioresin that has the potential to replace traditional petroleum-based plastics and disrupt the plastics industry. Upon the closing of the Merger, assuming Nxu's aggregate enterprise value is approximately $16.2 million, pre-Merger Verde stockholders will own approximately 95% of the combined company and pre-Merger Nxu stockholders will own approximately 5% of the combined company, in each case, on a fully-diluted and as-converted basis. For purposes of determining the exchange ratio in the transaction, Verde has been ascribed an aggregate enterprise value of approximately $306.9 million, and Nxu's aggregate enterprise value will be an amount equal to approximately $16.2 million less an amount equal to the excess of certain lease payments remaining unpaid at closing over Nxu's cash balance at closing. The transaction is subject to certain closing conditions, including approval by Nxu and Verde shareholders. Upon closing of the Merger, the board of directors of the combined company will consist of seven members, six of whom will be appointed by Verde and one of whom will be appointed by Nxu; and the Verde management team will manage the business of the combined company. Verde's controlling shareholder Humanitario Capital, LLC has signed a support agreement to vote all of its shares of Verde common stock in favor of the transaction. Similarly, Mark Hanchett Chairman, CEO, & Founder and Annie Pratt, President, holding an aggregate of approximately 19% of the total voting power of Nxu's common stock, have entered into support agreements to vote all of their shares of Nxu common stock in favor of the Merger. Humanitario Capital has also entered into a Lock-Up Agreement with an initial lock-up period of 180 days, after which the transfer of any shares of Nxu common stock representing more than 5% of the aggregate shares in any calendar month is prohibited for a period of 24 months. The proposed transaction between Verde and Nxu is the culmination of a formal process initiated by Nxu's Board of Directors to explore a range of possible strategic alternatives for optimizing Nxu's assets and generating sustained shareholder value while still managing potential risks. Since April 2024, the Strategic Planning Committee of the Nxu Board, with the assistance of its advisors and management, evaluated many former potential merger and acquisition candidates as well as new ones, including Verde. Nxu's Strategic Planning Committee made a unanimous, formal recommendation to the Nxu Board to pursue a combination with Verde and to proceed with the proposed transaction.
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