Warrant Liability

3 Months Ended

Mar. 31, 2025

13.

Warrant Liability

As discussed in previous sections of this Form 10-Q, the Company has issued warrants classified as liabilities in connection with various capital raises. The following tables summarize the Company’s warrants outstanding as of March 31, 2025 and December 31, 2024:

Common Stock Warrants Outstanding:

Schedule of warrants outstanding
	First Tranche		Purchase Agreement Amendment		Second Tranche		Series B		August 2023		GEM Warrants
December 31, 2024		39		90		157		1,681		3,112		114
Issued		—		—		—		—		—		—
Exercised		—		—		—		—		—		—
March 31, 2025		39		90		157		1,681		3,112		114

Common Stock
Warrants

Issue Date

Reset Date

Exercise
Price at
Issuance

Reset
Exercise
Price

First Tranche

11/3/2022

5/3/2023

45,000

1,773.00

Purchase Agreement Amendment

1/5/2023

6/5/2023

45,000

1,747.60

Second Tranche

1/27/2023

7/30/2023

45,000

2,073.60

Series A

2/21/2023

No Reset

—

N/A

Series B

2/21/2023

No Reset

4,680

⁽¹⁾

N/A

August 2023

8/11/2023

No Reset

900

⁽²⁾

N/A

GEM Warrants

10/2/2023

No Reset

530.80

N/A

⁽¹⁾

Excludes 240 of remaining warrants authorized to exercise for no consideration, as discussed below.

⁽²⁾

Excludes pre-funded warrants, as discussed below.

In connection with the issuance of the Convertible Notes, the Convertible Note investors received a number of Common Stock Warrants equal to 30% of the face value of the Convertible Notes divided by the volume weighted average price (“VWAP”) prior to the applicable closing date. The Common Stock Warrants entitle the holder to purchase one share of the Company’s Class A common stock at the exercise price of a) $300.00 per share (the “Exercise Price”) or (b) 92.5% of the average of the three lowest daily VWAP of the Class A common stock during the ten-trading day period (the “Variable Exercise Price”), whichever is lower. The Exercise Price included a one-time reset at the 6-month anniversary of the initial exercise date (the “Warrant Reset Date”) to the lower of the initial Exercise Price and 120% of the daily VWAP on the trading day prior to the Warrant Reset Date. The Common Stock Warrants issued in First Tranche, Purchase Agreement Amendment Tranche, and Second Tranche have a five-year exercise period from their respective issuance date. Subsequently to their issuance, upon reaching the Warrant Reset Date, the Exercise Price of these warrants was changed to $11.82, $11.65, and $13.82 per share for the First Tranche, Purchase Agreement Amendment Tranche, and Second Tranche, respectively.

In connection with the February 2023 Offering, the purchasing stockholders received Series A and Series B Warrants with each Class A common share issued. All Series A warrants were exercised following issuance for no consideration. The Series B Warrants are exercisable and expire in 2.9 years.

In connection with the August 2023 Offering, the purchasing stockholders received August 2023 Warrants with each Class A common share issued. The Company also issued August 2023 Pre-funded Warrants. As of March 31, 2025 and December 31, 2024, 8,000 of the August 2023 Warrants were amended and reclassified as Equity Warrants.

In connection with the August 2023 Offering, the Company amended existing Series B Warrant agreements to authorize certain Convertible Note investors to purchase 644 shares of the Company’s Class A common stock for no consideration. As of March 31, 2025 and December 31, 2024, 404 of these Series B Warrants have been exercised. Series B Warrants are accounted for as liabilities and the fair market value of the warrants is remeasured at the end of every reporting period.

The majority of the First Tranche, Purchase Agreement Amendment Tranche, Second Tranche, Series A Warrants, Series B Warrants, August 2023 Warrants, and GEM Warrants (collectively, the “Liability Warrants”) contain a feature that precludes them from being considered indexed to the Company’s own stock and therefore are accounted for as liabilities in the Company’s consolidated balance sheets. The Company records the Liability Warrants at fair value and subsequently remeasures unexercised warrants to fair value at the reporting date, as further discussed in Note 14 – Fair Value Option. The Company’s warrant liability was $19 thousand as of March 31, 2025 and December 31, 2024. There were no issuances, exercises, or changes in fair value of the Liability Warrants during the three months ended March 31, 2025.

See Note 12 - Stock-based Compensation and Common Stock for further discussion of Equity Warrants.

Nxu, Inc. 10-Q