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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 26, 2025
NU
RIDE INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
001-38821 |
83-2533239 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
1700
Broadway, 19th Floor
New
York, New York 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 202-2200
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
1.01 | Entry
into a Material Definitive Agreement. |
In
connection with the appointment of Alexander Matina, as described in Item 5.02 below, Nu Ride Inc. (the “Company”) entered
into an amended and restated engagement letter (the “Amended M3 Engagement Letter”) with M3 Advisory Partners, LP (“M3
Partners”) to reflect that William Gallagher would no longer be serving in the role of Chief Executive Officer of the Company.
The Amended M3 Engagement Letter provides that M3 Partners will continue to provide support to the Company (including, without limitation,
a litigation trustee) in evaluating and managing its operations, assets and liabilities, and such other services as M3 Partners and the
Company otherwise agree in writing.
The
above description of the Amended M3 Engagement Letter is not complete and is qualified in its entirety to the full text of the Amended
M3 Engagement Letter, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
Effective
September 26, 2025, the Board of Directors (the “Board”) of the Company appointed Alexander C. Matina as Chief Executive
Officer, President, Treasurer and Secretary of the Company. Mr. Matina will continue to serve on the Board following his appointment
and will also serve as the “principal financial officer” of the Company for Securities Exchange Commission purposes. Mr.
Matina succeeds William Gallagher, who served in the roles since the Company’s emergence from Chapter 11 proceedings in March
2024, in accordance with the engagement letter between the Company and M3 Partners pursuant to which M3 Partners agreed to provide the
Company with executive management and support services, including through Mr. Gallagher.
Mr.
Matina, age 49, is currently the Managing Member of LANECR Consulting LLC. From 2007 through 2023, Mr. Matina served in various
leadership roles, including as Portfolio Manager, at MFP Investors LLC, which invested across both public and private markets. He has
served on the board of directors of Trinity Place Holdings Inc., a publicly traded company, since 2013 and Range Capital Acquisition
Corp, a special purpose acquisition company, since 2023. He is also a director of SIXGEN, a privately held cyber-security company and
Standard Nuclear, a privately held nuclear fuel business. Mr. Matina previously served as a director of Crowheart Energy LLC, a private
energy company, Madava Financial, a private energy-focused finance company, Papa Murphy’s, a publicly traded pizza franchise, as
well as other public and private boards. Mr. Matina received a B.S. in finance and accounting from Fordham University (summa cum laude)
and an M.B.A. from Columbia Business School.
Pursuant
to the employment agreement entered into between the Company and Mr. Matina effective September 26, 2025 (the “Matina Employment
Agreement”), Mr. Matina will receive (i) an annual base salary of $415,000, (ii) an annual grant of restricted stock units (“RSUs”)
with a fair market value of $50,000 so long as he remains Chief Executive Officer, (iii) an annual grant of RSUs with a fair market value
of $110,000, for so long as he remains a member of the Board, and (iv) reimbursement for outside healthcare costs in the amount of $4,000
per month. Mr. Matina is also eligible to receive an annual bonus in the sole discretion of the Board. Mr. Matina will not receive any
compensation in connection with his service as a member of the Board in excess of the compensation provided herein.
The
above description of the Matina Employment Agreement is not complete and is qualified in its entirety to the full text of the Matina
Employment Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item
9.01 | Financial
Statements and Exhibits. |
| 10.1 | Amended and Restated Engagement Letter, dated as of September 26, 2025, by and between the Company and M3 Advisory Partners, LP |
| | |
| 10.2 | Employment Agreement, dated as of September 26, 2025, by and between the Company and Alexander Matina |
| | |
| 99.1 | Press release, dated September 26, 2025 |
| | |
| 104 | Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NU
RIDE INC. |
| |
|
|
| |
By: |
/s/
Alexander Matina |
| |
Name: |
Alexander
Matina |
| Date:
September 26, 2025 |
Title: |
Chief
Executive Officer |
