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 September 30, 2024

¨	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 organization)		(I.R.S. Employer Identification Number)

1828 N. Higley Rd. Ste 116

Mesa, AZ 85205

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (760) 515-1133

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	NXU	NASDAQ

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company x

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 pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 12, 2024, there were 15,834,755 and 276,503 shares of the Registrant’s Class A and Class B Common Stock outstanding, respectively, par value $0.0001.

INDEX

		Page
	PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 (Unaudited)	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	2

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	29

ITEM 4.	Controls and Procedures	29

	PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	29

ITEM 1A.	Risk Factors	29

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

ITEM 3.	Defaults Upon Senior Securities	32

ITEM 4.	Mine Safety Disclosures	32

ITEM 5.	Other Information	32

ITEM 6.	Exhibits	32

	Signatures	34

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NXU, INC. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)
(Unaudited)


	September 30, 2024			December 31, 2023
Assets
Current Assets:
Cash	$	2,208		$	2,846
Prepaid expenses and other current assets		841			999
Notes receivable from related party, net of allowance for doubtful accounts of $235 and $0, respectively		-			250
Total current assets		3,049			4,095

Property and equipment, net		1,922			3,865
Assets held for sale		717			-
Right-of-use assets, net		433			1,507
Investment in Lynx, net		2,025			3,000
Intangible assets, net		45			20
Other assets		249			772
Total assets	$	8,440		$	13,259

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	1,670		$	3,371
Variable share settled restricted stock units		2,483			1,334
Current portion of operating lease liability		869			864
Other current liabilities		-			40
Total current liabilities		5,022			5,609

Lease liability, net of current portion		52			688
Convertible debt and warrant liability, at fair value		16			65
Other long-term liabilities		-			233
Total liabilities		5,090			6,595
Commitments and contingencies (Note 12)

Stockholders' Equity:

Class A Common Stock, par value $0.0001; 4,000,000,000 shares authorized; 11,934,072 issued and outstanding as of September 30, 2024; 2,563,288 issued and outstanding as of December 31, 2023		1			—
Class B Common Stock, par value $0.0001; 1,000,000,000 authorized; 270,503 issued and outstanding at September 30, 2024; 243,503 issued and outstanding at December 31, 2023		—			—
Series A Convertible Preferred Stock, par value $0.0001; 5,000 shares authorized; 0 issued and outstanding at September 30, 2024; 1,000 issued and outstanding at December 31, 2023		—			—
Additional paid-in capital		281,061			266,302
Accumulated deficit		(277,712	)		(259,638	)
Total stockholders' equity		3,350			6,664
Total liabilities and stockholders' equity	$	8,440		$	13,259

See accompanying notes to condensed consolidated financial statements (unaudited).

- 1 -

NXU, INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share and per share data)
(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023

Revenue	$	6		$	117		$	17		$	117

Cost of revenue		6			1,013			13			1,013
Depreciation		20			1			59			1
Total cost of revenue		26			1,014			72			1,014
Gross loss		(20	)		(897	)		(55	)		(897	)

Operating expenses:
Research and development		-			3,018			957			12,040
General and administrative		3,042			8,208			13,204			27,133
Advertising		12			104			56			284

Total operating expenses		3,054			11,330			14,217			39,457

Operating loss		(3,074	)		(12,227	)		(14,272	)		(40,354	)

Other income (expense):
Interest income (expense)		—			(33	)		72			(73	)
Impairment of long-lived assets		—			—			(1,128	)		—
Impairment of held for sale assets, net		(191	)		—			(794	)		—
Impairment of investment in Lynx		(975	)		—			(975	)		—
Loss on operating lease cancellation		(266	)		—			(266	)		—
(Loss) gain on sale or disposal of property and equipment		(531	)		(80	)		(847	)		30
Warrant expense		—			—			—			(984	)
Gain on convertible debt and warrant liability		—			1,903			49			4,007
Other income		45			—			88			33

Total other (loss) income, net		(1,918	)		1,790			(3,801	)		3,013

Net loss	$	(4,992	)	$	(10,437	)	$	(18,073	)	$	(37,341	)

Loss per share, basic and diluted	$	(0.42	)	$	(31.88	)	$	(1.75	)	$	(160.60	)

Weighted average number of common shares outstanding used in computing loss per share:		11,933,602			327,343			10,349,618			232,505

See accompanying notes to condensed consolidated financial statements (unaudited).

- 2 -

NXU, INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in thousands, except share data)
(Unaudited)


Three Months Ended September 30, 2024
	Common Stock
	Class A					Class B					Additional		Accumulated
	Shares			Amount		Shares		Amount			Paid-in Capital		(Deficit)			Total
Balance at June 30, 2024		11,930,986		$	1		261,503	$	—	-	$	280,370	$	(272,719	)	$	7,652

Class B common stock issued		—			—		9,000		—			—		—			—
Stock-based compensation		—			—		—		—			691		—			691
Common stock issued under stock compensation plans		4,366			—		—		—			—		—			—
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes		(1,280	)		—		—		—			—		—			—
Net loss		—			—		—		—	-		—		(4,992	)		(4,992	)
Balance at September 30, 2024		11,934,072		$	1		270,503	$	—	-	$	281,061	$	(277,712	)	$	3,350


Nine Months Ended September 30, 2024
	Common Stock
	Class A					Class B				Series A Convertible Preferred Stock					Additional		Accumulated
	Shares			Amount		Shares		Amount		Shares			Amount		Paid-in Capital		(Deficit)			Total
Balance at December 31, 2023		2,563,288		$	—		243,503	$	—		1,000		$	—	$	266,302	$	(259,638	)	$	6,664

Class A common stock issued for cash under ATM		8,153,574			1		—		—		—			—		10,711		—			10,712
Class B common stock issued		—			—		27,000		—		—			—		—		—			—
Conversion of Series A Convertible Preferred Stock		1,000,000			—		—		—		(1,000	)		—		—		—			—
Stock-based compensation		—			—		—		—		—			—		4,048		—			4,048
Common stock issued under stock compensation plans		218,490			—		—		—		—			—		—		—			—
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes		(1,280	)		—		—		—		—			—		—		—			—
Net loss		—			—		—		—		—			—		—		(18,073	)		(18,073	)
Balance at September 30, 2024		11,934,072		$	1		270,503	$	—		—		$	—	$	281,061	$	(277,712	)	$	3,350

See accompanying notes to condensed consolidated financial statements (unaudited).

- 3 -

NXU, INC. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Amounts in thousands, except share data)
(Unaudited)

Three Months Ended September 30, 2023

Common Stock

Class A

Class B

Additional

Accumulated

Amount

SEC Form 10-Q filed by Nxu Inc.