Nxu shareholders approve key proposals, including Verde merger

Nxu, Inc. (NASDAQ:NXU), a truck and bus body manufacturing company trading at $0.41 per share, announced the approval of several significant proposals during a special meeting of stockholders on Monday. The company, which has seen its stock decline over 70% in the past year according to InvestingPro data, is making strategic moves amid challenging market conditions. The meeting’s outcomes, which were detailed in a proxy statement filed on January 27, 2025, included the authorization of a merger with Verde Bioresins, Inc., a change in the company’s stock structure, and amendments to its Certificate of Incorporation.

The approved issuance of Nxu’s common stock to Verde’s stockholders will result in a change of control in Nxu, as stipulated by the Merger Agreement from October 23, 2024. The transaction was greenlit by a majority of votes from Class A, Class B, and Series B preferred stockholders, with 31,039,384 votes for and 228,297 against. This strategic move comes as the company faces financial challenges, with InvestingPro analysis indicating rapid cash burn and short-term obligations exceeding liquid assets.

Shareholders also voted to eliminate Nxu’s dual-class stock structure, with Class A common stock being redesignated and Class B common stock being canceled. This move was supported by a total of 31,147,830 votes in favor.

Additionally, a reverse stock split of Nxu’s Class A common stock was approved, with the ratio ranging from 1-for-5 to 1-for-20 to be decided by Nxu’s board or agreed with Verde. The proposal received 31,011,727 affirmative votes.

Other amendments to the Certificate of Incorporation included classifying the company’s board of directors, requiring supermajority approval for amending certain articles, extending fiduciary duty limitations to officers, and updating indemnification provisions. These changes are in preparation for the company’s rebranding as "Verde Bioresins, Corp." post-merger.

Furthermore, the Verde Bioresins, Corp. 2025 Equity Incentive Plan was approved, and the issuance of Class A common stock upon the exercise of Series A and Series B warrants was sanctioned to comply with Nasdaq listing rules.

The adjournment proposal, which would have allowed the Special Meeting to be postponed to secure additional votes if necessary, was also approved. However, as all preceding proposals received sufficient votes for approval, adjournment was not required.

This information is based on a press release statement filed with the SEC. With an overall Financial Health score rated as ’Weak’ by InvestingPro, these corporate changes could be crucial for the company’s future trajectory. InvestingPro subscribers have access to 14 additional key insights about NXU’s financial position and market performance.

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