NXU Nxu, Inc. - 8-K

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this
Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 28, 2025, Nxu,
Inc., a Delaware corporation (the “Company”), filed an amendment (the “Amendment”) to its Certificate of Incorporation
(as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware to effect a reverse
stock split of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”), at a ratio of 1-for-20 (the
“Reverse Stock Split”), with an effective time of 12:01 a.m. Eastern Time on March 31, 2025. The Company expects that upon
the opening of trading on March 31, 2025, the Common Stock will begin trading under the existing trading symbol “NXU”
on a split-adjusted basis under a new CUSIP number, 62956D303.

As previously disclosed,
at its special meeting of stockholders held on February 11, 2025, the stockholders of the Company approved a proposal to authorize the
Company’s Board of Directors (the “Board”) to amend the Certificate of Incorporation to effect a reverse stock split
at a ratio between 1-for-5 and 1-for-20, as determined by the Board in its discretion. On March 12, 2025, the Board approved the Reverse
Stock Split.

No fractional shares will
be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up
to the nearest whole share of Common Stock. The Reverse Stock Split will not change the number of authorized shares of Common Stock.

In connection with the
Reverse Stock Split, proportionate adjustments will be made to the per-share exercise prices and/or the number of shares of Common Stock
issuable under all outstanding options, warrants, and equity awards.

The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of 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.

Exhibit

Number

Description

3.1

Certificate of Amendment to the Certificate of Incorporation of Nxu, Inc.

104

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