공지 • Jun 24
Verde Bioresins, Inc. cancelled the acquisition of Nxu, Inc. (NasdaqCM:NXU) in a reverse merger transaction.
Verde Bioresins, Inc. executed a non-binding letter of intent to acquire Nxu, Inc. (NasdaqCM:NXU) for $91.6 million in a reverse merger transaction on June 8, 2024. Verde Bioresins, Inc. agreed to acquire Nxu, Inc. in a reverse merger transaction on October 23, 2024. The exchange ratio is estimated to be approximately 0.0069 shares of Verde common stock for each share of Nxu capital stock. Post-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. Post-merger, Verde stockholders will own 95% and Nxu stockholders 5% of the combined entity. In addition, upon termination of the agreement by Verde by written notice to Nxu or by Nxu due to Verde’s failure to receive the requisite approval of Verde’s stockholders within 10 business days after the effectiveness of the Registration Statement, Verde will be required to pay Nxu a termination fee of $1 million.
The transaction is subject to approval of offer by acquirer shareholders, approval of offer, a combined registration statement on Form S-4, lockup agreement and approval of offer by target shareholders. The transaction has been approved by the boards of directors of both companies. The Registration Statement was declared effective by the SEC on January 27, 2025. As of February 11, 2025, the transaction has been approved by the target shareholders. As of February 12, 2025, the transaction is expected to be completed in March 2025.
Lake Street Capital Markets, LLC acted as financial advisor and fairness opinion provider for Nxu, Inc. Snell & Wilmer, L.L.P. acted as legal advisor for Nxu, Inc. ROTH Capital Partners, LLC acted as financial advisor for Verde Bioresins, Inc. Daniel Zimmermann, Michael E. Gilligan, Dimitry Lensky, Glenn R. Pollner, Victoria M. Peluso, Ciara R. M. Baker, Julie Hogan Rodgers and R. Scott Kilgore of Wilmer Cutler Pickering Hale and Dorr LLP acted as legal advisor for Verde Bioresins, Inc. D.F. King acted as information agent to Nxu, Inc. Equiniti Trust Company, LLC acted as transfer agent to Nxu. Nxu will pay the fees of D.F. King, which Nxu expects to be approximately $25,000.
Verde Bioresins, Inc. cancelled the acquisition of Nxu, Inc. (NasdaqCM:NXU) in a reverse merger transaction on June 23, 2025. As previously disclosed, on April 2, 2024, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that the bid price of its listed securities had closed at less than the minimum bid price of $1.00 per share over the previous 30 consecutive business days required for continued listing on Nasdaq CM, and, as a result, did not comply with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until September 30, 2024, to regain compliance with the Minimum Bid Price Requirement. Subsequently, on October 1, 2024, the Company was afforded an additional 180 calendar day compliance period, or until March 31, 2025 (the “Extended Compliance Period”), to demonstrate compliance by meeting the minimum bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the Extended Compliance Period. As previously disclosed, on June 10, 2025, the Company received a determination letter (the “Determination”) from Nasdaq indicating that the Panel determined to delist the Company’s securities from Nasdaq CM. The Determination informed the Company that it has 15 days from the date of the Determination, or June 19, 2025, to request that the Nasdaq Listing and Review Council (the “Council”) review the Panel’s decision, or the Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after issuance of the Determination, or July 19, 2025. In connection with the Determination, the Company anticipates that a Form 25-NSE will be filed with the SEC after all review and appeal procedures and periods available under Nasdaq Listing Rules have expired, which will remove the Company’s securities from listing and registration on Nasdaq. In light of the various challenges faced by the Company, preceding the resignation of Director Billingsley, the Board determined to not have the Company submit a request to the Council to review the Panel’s decision and that it is no longer feasible to consummate the Merger.
On June 16, 2025, the Company received notices of resignation from Annie Pratt, resigning from her role as President of the Company and from the Board, and Sarah Wyant, resigning from her role as Chief Financial Officer of the Company, each effective as of June 16, 2025. On June 23, 2025, Jessica Billingsley resigned from the Board, effective as of June 23, 2025. None of the resignations of Mses. Pratt, Wyant or Billingsley was as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Preceding the resignation of Director Billingsley, on June 23, 2025, the Board determined that it is in the best interests of the Company and its stockholders for the Company to pursue an orderly winding down and dissolution of the Company, which may include seeking relief under bankruptcy laws. No assurance can be made regarding the Company’s ability to conduct an orderly wind-down and dissolution.