XOS / Xos, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

LEASE AMENDMENT - TERMINATION AGREEMENT

Exhibit 10.1 LEASE AMENDMENT - TERMINATION AGREEMENT 1. Identification of Parties. This Lease Amendment - Termination Agreement (the "Agreement") dated for identification purposes as of August 21, 2025, is made and entered into by and between LANDING 4 INDUSTRIAL, LLC, a Delaware limited liability company ("Lessor"), and EMV AUTOMOTIVE USA INC., a Nevada corporation ("Lessee"). 2. Recitals. 2.1 Le

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): August 21, 2025 XOS, INC. (Exact

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): August 21, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): August 18, 2025 XOS, INC. (Exact

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): August 18, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xos, Inc. Appoints Automotive Veteran John Smith to its Board of Directors Former General Motors Group Vice President brings decades of global automotive, strategy, and governance experience as Xos scales MDXT and charging solutions

Xos, Inc. Appoints Automotive Veteran John Smith to its Board of Directors Former General Motors Group Vice President brings decades of global automotive, strategy, and governance experience as Xos scales MDXT and charging solutions Los Angeles, August 22, 2025 — Xos, Inc., a leading manufacturer of medium‑duty electric vehicles and mobile charging solutions, today announced that John F Smith has

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): August 14, 2025 XOS, INC. (Exact

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): August 14, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xos, Inc. Common Stock ($0.0001 par value per share) Sales Agreement

Exhibit 1.1 Xos, Inc. $20,000,000 Common Stock ($0.0001 par value per share) Sales Agreement August 14, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Xos, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows: 1. Issuance and Sale of Shares.

Xos, Inc. Up to $5,367,542 Common Stock

PROSPECTUS SUPPLEMENT (to Prospectus dated June 8, 2023) Filed Pursuant to Rule 424(b)(5) Registration No.

XOS, INC. 3550 Tyburn Street, Los Angeles, California 90065 August 14, 2025

Exhibit 10.1 XOS, INC. 3550 Tyburn Street, Los Angeles, California 90065 August 14, 2025 Ibrahim M. Aljomaih Aljomaih Automotive Company P.O. Box 224 King Khalid Street 31471 Dammam Kingdom of Saudi Arabia Re: Second Amended and Restated Convertible Promissory Note Dear Aljomaih Automotive Company: In connection with that certain Second Amended and Restated Convertible Promissory Noted issued by X

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): August 14, 2025 XOS, INC. (Exact

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): August 14, 2025 XOS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation or Organization) (Commissi

issory Note, dated as of August 8, 2025, by and

Exhibit 10.5 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISS

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): August 13, 2025 XOS, INC. (Exact

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): August 13, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

2025, amending Offer Letter between Liana Pogosyan and Xos, Inc., dated Jan

Exhibit 10.6 To: Liana Pogosyan Subject: Promotion Letter – Liana Pogosyan Dear Liana, Congratulations once more on your promotion regarding the Chief Financial Officer (CFO) and Treasurer opportunity. This position reports to the Chief Executive Officer, Dakota Semler, and leads the Finance and Accounting team. Outlined below are the details of your promotion. Thank you for your continuing effort

Xos Hits New Milestones in Q2 2025 with Highest Revenue and Deliveries in the Company’s History Reduced year-over-year operating expenses by $4.7 million and posted lowest operating loss as a public company in the second quarter of 2025 Generated pos

Exhibit 99.1 Xos Hits New Milestones in Q2 2025 with Highest Revenue and Deliveries in the Company’s History Reduced year-over-year operating expenses by $4.7 million and posted lowest operating loss as a public company in the second quarter of 2025 Generated positive net cash provided by operating activities of $4.6 million in the second quarter of 2025 LOS ANGELES, CA – August 13, 2025 – Xos, In

Note Purchase Agreement, dated as of August 8, 2025, by and

Exhibit 10.4 AMENDMENT NUMBER ONE TO NOTE PURCHASE AGREEMENT THIS AMENDMENT NUMBER ONE TO NOTE PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 8, 2025, by and among Xos, Inc. (the “Company”), and the Investor (as defined in the Agreement). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement. WHEREA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ 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 001

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 24, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Executive Employment Agreement between Xos Fleet, Inc. and Dakota Semler, dated as of June 26, 2025.

Exhibit 10.1 XOS FLEET, INC. EXECUTIVE EMPLOYMENT AGREEMENT for DAKOTA SEMLER This Executive Employment Agreement (“Agreement”) is entered into by and between Dakota Semler (“Executive”) and Xos Fleet, Inc., a Delaware corporation, (herein the “Employer”). WHEREAS, the Employer values Executive as a critical leader in Employer’s organization and desires to continue to employ the Executive to provi

Executive Employment Agreement between Xos Fleet, Inc. and Giordano Sordoni, dated as of June 26, 2025.

Exhibit 10.2 XOS FLEET, INC. EXECUTIVE EMPLOYMENT AGREEMENT for GIORDANO SORDONI This Executive Employment Agreement (“Agreement”) is entered into by and between Giordano Sordoni (“Executive”) and Xos Fleet, Inc., a Delaware corporation, (herein the “Employer”). WHEREAS, the Employer values Executive as a critical leader in Employer’s organization and desires to continue to employ the Executive to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ 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 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598 XOS, INC. (Exact na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defini

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Xos Delivers First Quarter Results, Highlighting GAAP Margin Gains Achieved positive gross margin of approximately 20%, for the first quarter 2025

Exhibit 99.1 Xos Delivers First Quarter Results, Highlighting GAAP Margin Gains Achieved positive gross margin of approximately 20%, for the first quarter 2025 LOS ANGELES, CA – May 14, 2025 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, today reported financial results for the first quarter ended March 31, 2025. First Quarter

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): May 6, 2025 XOS, INC. (Exact name

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): May 6, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598 XOS, INC. (Exact na

Amended and Restated Insider Trading Policy.

XOS, INC. AMENDED AND RESTATED INSIDER TRADING POLICY Adopted by the Board of Directors and Effective Date: March 7, 2023 POLICY PRINCIPLES •Employees, directors, other applicable members of management and designated consultants (each a “Covered Person,” and collectively, “Covered Persons”) of Xos, Inc. and its subsidiaries (together, the “Company”) are responsible for understanding the obligation

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF XOS, INC. Name of Subsidiary Doing Business As Name Jurisdiction of Organization Xos Fleet, Inc. Xos Trucks Delaware Xos Services, Inc. Xos Services California Xos Services (Canada), Inc. British Columbia, Canada Intermeccanica International Inc. British Columbia, Canada EMV Automotive USA, Inc. Nevada SOLO EV, LLC Michigan ElectraMeccanica USA, LLC Arizona EMV Automot

Xos, Inc. Reports Record-Breaking 2024 with Growing Unit Deliveries and Highest-Ever Gross Profit Achieved $3.3 million of net cash provided by operating activities, and our first quarter of positive Free Cash Flow of $3.3 million Achieved positive g

Exhibit 99.1 Xos, Inc. Reports Record-Breaking 2024 with Growing Unit Deliveries and Highest-Ever Gross Profit Achieved $3.3 million of net cash provided by operating activities, and our first quarter of positive Free Cash Flow of $3.3 million Achieved positive gross margins of approximately 7% and approximately 18% non-GAAP gross margins, for the full year 2024 Exceeded 25% revenue growth year-ov

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): March 28, 2025 XOS, INC. (Exact n

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): March 28, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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): January 10, 2025 XOS, INC. (Exact

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): January 10, 2025 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

XOS / Xos, Inc. / Sordoni Giordano - SC 13D/A Activist Investment

SC 13D/A 1 a20241209giordanosordoni13.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xos, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98423B 306 (CUSIP Number) GIORDANO SORDONI XOS, INC. 3550 TYBURN STREET LOS ANGELES, CA 90065 TELEPHONE

XOS / Xos, Inc. / Semler Dakota - SC 13D/A Activist Investment

SC 13D/A 1 a20241209-sc13dxa2dakotase.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Xos, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98423B 306 (CUSIP Number) DAKOTA SEMLER XOS, INC. 3550 TYBURN STREET LOS ANGELES, CA 90065 TELEPHONE: (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number

Xos, Inc. delivers strong unit delivery and promising gross profit performance in the third quarter of 2024 Delivered fifth consecutive quarter of positive gross margins

Exhibit 99.1 Xos, Inc. delivers strong unit delivery and promising gross profit performance in the third quarter of 2024 Delivered fifth consecutive quarter of positive gross margins LOS ANGELES, CA – November 13, 2024 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, today reported financial results for the third quarter ended S

As filed with the Securities and Exchange Commission on September 6, 2024.

As filed with the Securities and Exchange Commission on September 6, 2024. Registration No. 333-273479 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3711 98-1550505 (State or Other Jurisdiction of Inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ 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 001

Xos, Inc. delivers strong unit delivery, sales growth and promising operating profit performance in the second quarter of 2024 Achieved 45% quarter-over-quarter and 137% year-over-year growth in unit deliveries Achieved 18% quarter-over-quarter and 2

Exhibit 99.1 Xos, Inc. delivers strong unit delivery, sales growth and promising operating profit performance in the second quarter of 2024 Achieved 45% quarter-over-quarter and 137% year-over-year growth in unit deliveries Achieved 18% quarter-over-quarter and 227% year-over-year revenue growth Delivered fourth consecutive quarter of positive gross margins Reaffirming annual guidance of the remai

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xos, Inc. (Exact Name Of Registrant as Specified In Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per sha

As filed with the Securities and Exchange Commission on July 26, 2024

As filed with the Securities and Exchange Commission on July 26, 2024 Registration No.

PROSPECTUS SUPPLEMENT NO. 13 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479

PROSPECTUS SUPPLEMENT NO. 13 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supple

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 24, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Amended and Restated 2021 Equity Incentive Plan

Exhibit 10.1 Xos, Inc. Amended and Restated 2021 Equity Incentive Plan Original Plan Adopted by the Board of Directors: August 20, 2021 Original Plan Approved by the Stockholders: August 20, 2021 Amended and Restated Plan Adopted by the Board of Directors: April 25, 2024 Amended and Restated Plan Approved by the Stockholders: June 24, 2024 1.General. (a)Plan Purpose. The Company, by means of the P

PROSPECTUS SUPPLEMENT NO. 12 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479

PROSPECTUS SUPPLEMENT NO. 12 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supple

Submission of Matters to a Vote of Security Holders

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): June 24, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

The date of this prospectus supplement is June 7, 2024. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of

PROSPECTUS SUPPLEMENT NO. 11 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supple

Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Information On January 11, 2024, Xos, Inc., a Delaware corporation (“Xos”), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“ElectraMeccanica”), entered into an arrangement agreement (the “Arrangement Agreement”). On March 26, 2024, Xos acquired all of the issued and outsta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commi

Index to Financial Statements

Exhibit 99.1 Index to Financial Statements ElectraMeccanica Vehicles Corp. Report of Independent Registered Public Accounting Firm: KPMG LLP, Vancouver, B.C., Canada, Auditor Firm ID: 85; 1 Consolidated Statements of Balance Sheets; 3 Consolidated Statements of Operations and Comprehensive Loss; 4 Consolidated Statements of Cash Flows; 5 Consolidated Statements of Changes in Stockholders’ Equity;

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

The date of this prospectus supplement is May 15, 2024.

PROSPECTUS SUPPLEMENT NO. 10 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supple

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ 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 00

Capital injection and robust margins position Xos, Inc. for a strong 2024 Improved cash position with $50 million from acquisition of ElectraMeccanica Delivered 180% year-over-year revenue growth Achieved industry-leading 21% gross margins

Exhibit 99.1 Capital injection and robust margins position Xos, Inc. for a strong 2024 Improved cash position with $50 million from acquisition of ElectraMeccanica Delivered 180% year-over-year revenue growth Achieved industry-leading 21% gross margins LOS ANGELES, CA – May 15, 2024 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF XOS, INC. Name of Subsidiary Doing Business As Name Jurisdiction of Organization Xos Fleet, Inc. Xos Trucks Delaware Xos Services, Inc. Xos Services California ElectraMeccanica Vehicles Corp. British Columbia, Canada Intermeccanica International Inc. British Columbia, Canada EMV Automotive USA, Inc. Nevada SOLO EV, LLC Michigan ElectraMeccanica USA, LLC Arizona EMV Aut

Xos, Inc. Incentive Compensation Recoupment Policy effective as of November 15, 2023

Exhibit 97.1 XOS, INC. Incentive Compensation Recoupment Policy 1.Introduction The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Xos, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598 XOS, INC. (Exact na

Amendment to Offer Letter between

Exhibit 10.14 November 21, 2023 To: Christen Romero Subject: Notice of Amendment to Offer Letter Dear Christen, Thank you for your continued contributions to Xos, Inc. (the “Company”). This notice of amendment to the offer letter (the “Notice of Amendment to Offer Letter”) between you and the Company, dated December 7, 2020 (the “Offer Letter”) sets forth details of the amendment to the Offer Lett

Xos, Inc. Accelerates Growth with Strategic Acquisition of ElectraMeccanica

Exhibit 99.1 Xos, Inc. Accelerates Growth with Strategic Acquisition of ElectraMeccanica LOS ANGELES — MARCH 26, 2024 — Xos, Inc. (NASDAQ: XOS), a leading electric truck manufacturer and fleet electrification services provider, today announced that it has closed its acquisition of ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles. Te

The date of this prospectus supplement is March 26, 2024.

PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S‑1, as amended (Registration No. 333‑273479). This prospectus supplement is being filed to update and supplem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): March 26, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Xos, Inc. Accelerates Growth with Strategic Acquisition of ElectraMeccanica

Exhibit 99.1 Xos, Inc. Accelerates Growth with Strategic Acquisition of ElectraMeccanica LOS ANGELES — MARCH 26, 2024 — Xos, Inc. (NASDAQ: XOS), a leading electric truck manufacturer and fleet electrification services provider, today announced that it has closed its acquisition of ElectraMeccanica Vehicles Corp. (NASDAQ: SOLO) (“ElectraMeccanica”), a designer and assembler of electric vehicles. Te

Market Leader Xos Positioned for Strong 2024 by Gross Margin Improvement and Pending Acquisition Full Year Revenue increased 22% year-over-year Strong positive gross margins in the third and fourth quarters of 2023 Entered into a definitive agreement

Exhibit 99.1 Market Leader Xos Positioned for Strong 2024 by Gross Margin Improvement and Pending Acquisition Full Year Revenue increased 22% year-over-year Strong positive gross margins in the third and fourth quarters of 2023 Entered into a definitive agreement to acquire ElectraMeccanica and significantly strengthen Xos’ balance sheet LOS ANGELES, CA – March 21, 2024 – Xos, Inc. (NASDAQ: XOS) (

The date of this prospectus supplement is March 20, 2024.

PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S‑1, as amended (Registration No. 333‑273479). This prospectus supplement is being filed to update and supplem

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): March 21, 2024 XOS, INC. (Exact n

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): March 21, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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): March 20, 2024 XOS, INC. (Exact n

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): March 20, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

JOINT FILING AGREEMENT

EX-99.1 2 tm246129d4ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Xos, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:   ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒

XOS / Xos, Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 tm246129d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Xos, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98423B108 (CUSIP Number) December 31, 2023 (Date of Event, which Requires Filing of this Statement) Check the app

The date of this prospectus supplement is February 9, 2024.

PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S‑1, as amended (Registration No. 333‑273479). This prospectus supplement is being filed to update and supplem

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): January 31, 2024 XOS, INC. (Exact

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): January 31, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Calculation of Filing Fee Table SCHEDULE 14A (Form Type) Xos, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 Calculation of Filing Fee Table SCHEDULE 14A (Form Type) Xos, Inc. (Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee rate Amount of Filing Fee Fees to be Paid $34,222,467.56 0.00014760 $5,051.24 Fees Previously Paid — — Total Transaction Valuation $34,222,467.56 Total Fees Due for Filing $5,051.24 Total F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

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): January 31, 2024 XOS, INC. (Exact

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): January 31, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Calculation of Filing Fee Table SCHEDULE 14A (Form Type) ElectraMeccanica Vehicles Corp. (Name of Registrant as Specified in its Charter) Table 1—Transaction Valuation

Exhibit 107 Calculation of Filing Fee Table SCHEDULE 14A (Form Type) ElectraMeccanica Vehicles Corp.

AMENDMENT AGREEMENT

Exhibit 2.1   AMENDMENT AGREEMENT   THIS AMENDMENT AGREEMENT, dated as of January 31, 2024, is by and among Xos, Inc., a company existing under the laws of the State of Delaware (“Xos”), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“EMV”).   W I T N E S S E T H:   WHEREAS, Xos and EMV entered into an arrangement agreement dated Jan

Amendment Agreement by and between Xos, Inc. and ElectraMeccanica Vehicles Corp., dated as of January 31, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on February 1, 2024).

Exhibit 2.1   AMENDMENT AGREEMENT   THIS AMENDMENT AGREEMENT, dated as of January 31, 2024, is by and among Xos, Inc., a company existing under the laws of the State of Delaware (“Xos”), and ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia (“EMV”).   W I T N E S S E T H:   WHEREAS, Xos and EMV entered into an arrangement agreement dated Jan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per sha

As filed with the Securities and Exchange Commission on January 31, 2024

As filed with the Securities and Exchange Commission on January 31, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

Form of Voting Support and Lock-Up Agreement, dated as of January 11, 2024, by and between Xos, Inc. and certain holders of shares of common stock of Xos, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on January 12, 2024).

Exhibit 10.2 FORM OF VOTING SUPPORT AND LOCK-UP AGREEMENT FOR XOS SHAREHOLDERS THIS AGREEMENT is made as of January 11, 2024. BETWEEN (the “Shareholder”) AND ELECTRAMECCANICA VEHICLES CORP., a corporation existing under the laws of the Province of British Columbia (“EMV”) RECITALS: A. The Shareholder is the registered and/or beneficial owner of the Subject Securities (as defined herein) set out in

Form of Voting Support and Lock-Up Agreement by and between Xos and ElectraMeccanica Locked-Up Parties dated January 11, 2024

Exhibit 10.1 FORM OF VOTING SUPPORT AND LOCK-UP AGREEMENT FOR EMV SHAREHOLDERS THIS AGREEMENT is made as of January 11, 2024. BETWEEN (the “Shareholder”) AND XOS, INC., a corporation existing under the laws of the State of Delaware (“Xos”) RECITALS: A. The Shareholder is the registered and/or beneficial owner of the Subject Securities (as defined herein) set out in Schedule A attached hereto. B. X

The date of this prospectus supplement is January 12, 2024. 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

PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supplem

Form of Voting Support and Lock-Up Agreement by and between ElectraMeccanica and Xos Locked-Up Parties dated January 11, 2024

Exhibit 10.2 FORM OF VOTING SUPPORT AND LOCK-UP AGREEMENT FOR XOS SHAREHOLDERS THIS AGREEMENT is made as of January 11, 2024. BETWEEN (the “Shareholder”) AND ELECTRAMECCANICA VEHICLES CORP., a corporation existing under the laws of the Province of British Columbia (“EMV”) RECITALS: A. The Shareholder is the registered and/or beneficial owner of the Subject Securities (as defined herein) set out in

Arrangement Agreement by and between Xos and ElectraMeccanica dated January 11, 2024

Exhibit 2.1 ELECTRAMECCANICA VEHICLES CORP. AND XOS, INC. ARRANGEMENT AGREEMENT January 11, 2024 Table of Contents Page Article 1 – INTERPRETATION 2 1.01 Defined Terms 2 1.02 Interpretation 19 1.03 Computation of Time 20 1.04 Currency 20 1.05 Accounting Matters 20 1.06 Knowledge 20 1.07 Schedules 20 1.08 Disclosure Letters 20 Article 2 – THE ARRANGEMENT 20 2.01 Arrangement 20 2.02 Interim Order 21

Arrangement Agreement by and between Xos, Inc. and ElectraMeccanica Vehicles Corp., dated as of January 11, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on January 12, 2024).

Exhibit 2.1 ELECTRAMECCANICA VEHICLES CORP. AND XOS, INC. ARRANGEMENT AGREEMENT January 11, 2024 Table of Contents Page Article 1 – INTERPRETATION 2 1.01 Defined Terms 2 1.02 Interpretation 19 1.03 Computation of Time 20 1.04 Currency 20 1.05 Accounting Matters 20 1.06 Knowledge 20 1.07 Schedules 20 1.08 Disclosure Letters 20 Article 2 – THE ARRANGEMENT 20 2.01 Arrangement 20 2.02 Interim Order 21

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): January 11, 2024 XOS, INC. (Exact

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): January 11, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Voting Support and Lock-Up Agreement, dated as of January 11, 2024, by and between Xos, Inc. and certain holders of shares of common stock of ElectraMeccanica Vehicles Corp. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 12, 2024).

Exhibit 10.1 FORM OF VOTING SUPPORT AND LOCK-UP AGREEMENT FOR EMV SHAREHOLDERS THIS AGREEMENT is made as of January 11, 2024. BETWEEN (the “Shareholder”) AND XOS, INC., a corporation existing under the laws of the State of Delaware (“Xos”) RECITALS: A. The Shareholder is the registered and/or beneficial owner of the Subject Securities (as defined herein) set out in Schedule A attached hereto. B. X

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): January 11, 2024 XOS, INC. (Exact

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): January 11, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): January 11, 2024 XOS, INC. (Exact

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): January 11, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xos and ElectraMeccanica Announce Proposed Combination to Accelerate Xos’ Leadership Position in Manufacturing Commercial Electric Vehicles for Major U.S. Fleet Customers Proposed Transaction Anticipated to Significantly Strengthen Xos’ Balance Sheet

Exhibit 99.1 Xos and ElectraMeccanica Announce Proposed Combination to Accelerate Xos’ Leadership Position in Manufacturing Commercial Electric Vehicles for Major U.S. Fleet Customers Proposed Transaction Anticipated to Significantly Strengthen Xos’ Balance Sheet and Provide Growth Capital to Further Expand Xos’ Gross Margin Positive Vehicle Business Positions Combined Company for Sustainable Long

Joint Press Release of Xos, Inc. and ElectraMeccanica Vehicles Corp. dated January 11, 2024

Exhibit 99.1 Xos and ElectraMeccanica Announce Proposed Combination to Accelerate Xos’ Leadership Position in Manufacturing Commercial Electric Vehicles for Major U.S. Fleet Customers Proposed Transaction Anticipated to Significantly Strengthen Xos’ Balance Sheet and Provide Growth Capital to Further Expand Xos’ Gross Margin Positive Vehicle Business Positions Combined Company for Sustainable Long

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): January 11, 2024 XOS, INC. (Exact

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): January 11, 2024 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): December 21, 2023 XOS, INC. (Exac

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): December 21, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number

© Copyright Xos Inc. 2023. All rights reserved. INVESTOR PRESENTATION NASDAQ: XOS DECEMBER 2023 © Copyright Xos, Inc. 2023. All rights reserved. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of

© Copyright Xos Inc. 2023. All rights reserved. INVESTOR PRESENTATION NASDAQ: XOS DECEMBER 2023 © Copyright Xos, Inc. 2023. All rights reserved. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward- looking statements include, but are

As filed with the Securities and Exchange Commission on December 12, 2023.

As filed with the Securities and Exchange Commission on December 12, 2023. Registration No. 333-267334 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction of incorpora

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF XOS, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF XOS, INC. Xos, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is Xos, Inc., and the date on which the Certificate of Incorporation of this corporation (the “Cert

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): December 6, 2023 XOS, INC. (Exact

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): December 6, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

The date of this prospectus supplement is December 6, 2023. 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

PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S‑1, as amended (Registration No. 333‑273479). This prospectus supplement is being filed to update and supplem

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): December 1, 2023 XOS, INC. (Exact

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): December 1, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xos Announces 1‑for‑30 Reverse Stock Split

Exhibit 99.1 Xos Announces 1‑for‑30 Reverse Stock Split LOS ANGELES — December 1, 2023 — Xos, Inc. (Nasdaq: XOS), a leading electric truck manufacturer and fleet electrification services provider, today announced that it intends to effect a 1‑for‑30 reverse stock split of its issued and outstanding shares of common stock, effective at 5:00 p.m. Eastern Time on December 6, 2023. Beginning on Decemb

The date of this prospectus supplement is December 1, 2023. 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

PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S‑1, as amended (Registration No. 333‑273479). This prospectus supplement is being filed to update and supplem

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): November 16, 2023 XOS, INC. (Exac

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): November 16, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number

The date of this prospectus supplement is November 22, 2023. 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 o

PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supplem

Amendment to Offer Letter between

Exhibit 10.1 November 21, 2023 To: Liana Pogosyan Subject: Notice of Amendment to Offer Letter Dear Liana, Thank you for your continued contributions to Xos, Inc. (the “Company”). This notice of amendment to the offer letter (the “Notice of Amendment to Offer Letter”) between you and the Company, dated January 5, 2022 (the “Offer Letter”) sets forth details of the amendment to the Offer Letter. Th

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): November 9, 2023 XOS, INC. (Exact

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): November 9, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

Xos, Inc. Reports Third Quarter 2023 Results Delivered 105 units in the quarter, the highest quarterly volume to date, and a 176% quarter-over-quarter increase Achieved average positive GAAP gross margin of over $18,000 per unit

Exhibit 99.1 Xos, Inc. Reports Third Quarter 2023 Results Delivered 105 units in the quarter, the highest quarterly volume to date, and a 176% quarter-over-quarter increase Achieved average positive GAAP gross margin of over $18,000 per unit LOS ANGELES, CA – November 9, 2023 – Xos, Inc. (Nasdaq: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, toda

The date of this prospectus supplement is November 9, 2023.

PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supplem

Xos Achieves Largest Quarter with Profitable Deliveries to National Fleet Customers Xos has delivered 105 units in the third quarter to multiple global fleets and parcel delivery operators.

Exhibit 99.1 Xos Achieves Largest Quarter with Profitable Deliveries to National Fleet Customers Xos has delivered 105 units in the third quarter to multiple global fleets and parcel delivery operators. LOS ANGELES — October 18, 2023 — Xos, Inc. (NASDAQ: XOS) is pleased to announce that it has delivered 105 units to end customers in the third quarter of 2023. The period marks the highest quarterly

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): October 18, 2023 XOS, INC. (Exact

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): October 18, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ 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 001

The date of this prospectus supplement is August 11, 2023.

PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED AUGUST 8, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-273479 This prospectus supplement updates and supplements the prospectus dated August 8, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-273479). This prospectus supplement is being filed to update and supplem

Offer Letter between Liana Pogosyan and Xos, Inc., dated January 5, 2022.

Exhibit 10.3 January 5, 2022 Re: Offer Letter Dear Liana, On behalf of Xos, Inc. (the “Company”), I am pleased to offer you employment with Xos, Inc. in the position of “Corporate Controller” beginning on January 31, 2022 (the “Start Date”). In that position, you will report to Kingsley Afemikhe, CFO, of the Company. Beginning on the Start Date, you will be paid a base salary at a bi-weekly rate o

Xos, Inc. Reports Second Quarter 2023 Results Produced and shipped first positive gross margin units

Exhibit 99.1 Xos, Inc. Reports Second Quarter 2023 Results Produced and shipped first positive gross margin units LOS ANGELES, CA – August 10, 2023 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, today reported financial results for the second quarter ended June 30, 2023. Second Quarter 2023 Highlights: ●Revenue of $4.8 million

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): August 10, 2023 XOS, INC. (Exact

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): August 10, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on August 8, 2023.

As filed with the Securities and Exchange Commission on August 8, 2023. Registration No. 333-264258 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction of incorporatio

Up to 100,000,000 Shares of our Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-273479 Up to 100,000,000 Shares of our Common Stock This prospectus relates to the resale of up to 100,000,000 shares (the “Shares”) of our common stock, $0.0001 par value per share (our “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Selling Securityholder”). The shares included in thi

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065 August 4, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 RE: Xos, Inc. Registration Statement on Form S-1 Filed on July 27, 2023 File No. 333-273479 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended,

As filed with the Securities and Exchange Commission on July 27, 2023.

As filed with the Securities and Exchange Commission on July 27, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 3711 98-1550505 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Newly Registe

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): July 11, 2023 XOS, INC. (Exact na

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): July 11, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

© Copyright Xos Inc. 2023. All rights reserved. INVESTOR PRESENTATION NASDAQ: XOS JULY 2023 © Copyright Xos Fleet, Inc. 2023. All rights reserved. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning o

a20230711form8-kexhibit9 © Copyright Xos Inc. 2023. All rights reserved. INVESTOR PRESENTATION NASDAQ: XOS JULY 2023 © Copyright Xos Fleet, Inc. 2023. All rights reserved. Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking s

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): June 27, 2023 XOS, INC. (Exact na

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): June 27, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

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): June 22, 2023 XOS, INC. (Exact na

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): June 22, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Side Letter to the Securities Purchase Agreement, dated June 22, 2023, between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on June 23, 2023).

Exhibit 10.2 June 22, 2023 Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of August 9, 2022 (the “Purchase Agreement”), between Xos, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”). Pursuant to, and in accordance with, the Purchase Agreement, the Company issued and sold t

First Amendment to Standby Equity Purchase Agreement, dated June 22, 2023, between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on June 23, 2023).

Exhibit 10.1 FIRST AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENT This FIRST AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of June 22, 2023 (this “First Amendment”), is entered between XOS, INC., a Delaware company (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”). PRELIMINARY STATEMENTS A. Reference is hereby made to that certain Standby

First Amendment to the Convertible Debentures, dated June 22, 2023, between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on June 23, 2023).

Exhibit 10.3 FIRST AMENDMENT TO THE CONVERTIBLE DEBENTURES This FIRST AMENDMENT TO THE CONVERTIBLE DEBENTURES, dated as of June 22, 2023 (this “First Amendment”), is entered between XOS, INC. a Delaware company (“Company”) and YA II PN, LTD. (the “Holder”). PRELIMINARY STATEMENTS A. Pursuant to, and in accordance with that certain Securities Purchase Agreement, dated as of August 9, 2022 (as amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commiss

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): May 31, 2023 XOS, INC. (Exact nam

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): May 31, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065 June 6, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 RE: Xos, Inc. Registration Statement on Form S-3 Filed May 30, 2023 File No. 333-272284 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the un

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): May 26, 2023 XOS, INC. (Exact nam

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): May 26, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

As filed with the Securities and Exchange Commission on May 30, 2023.

As filed with the Securities and Exchange Commission on May 30, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xos, Inc. (Exact Name of Registrant as Specified in its Certificate of Incorporation) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Com

Form of Preferred Stock Warrant Agreement and Warrant Certificate

Exhibit 4.6 XOS, INC. and , As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of Xos, Inc. Form of Preferred Stock Warrant Agreement This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a

Form of Indenture

Exhibit 4.3 XOS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certificate 8 Section 2.03 Denominations: Provisions fo

Form of Warrant Agreement

Exhibit 4.5 XOS, INC. and , As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of Xos, Inc. Form of Common Stock Warrant Agreement This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate

Form of Debt Securities Warrant Agreement and Warrant Certificate

Exhibit 4.7 Xos, Inc. and , As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of Xos, Inc. Form of Debt Securities Warrant Agreement This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Xos, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a

XOS / Xos Inc / Semler Dakota - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

XOS / Xos Inc / Sordoni Giordano - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ 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 00

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): May 6, 2023 XOS, INC. (Exact name

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): May 6, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R

Xos, Inc. Reports First Quarter 2023 Results Continued progress on path to gross margin positive at a unit level by mid-2023 Reiterates guidance for full year 2023

Xos, Inc. Reports First Quarter 2023 Results Continued progress on path to gross margin positive at a unit level by mid-2023 Reiterates guidance for full year 2023 LOS ANGELES, CA – May 10, 2023 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, today reported financial results for the first quarter ended March 31, 2023. First Qua

As filed with the Securities and Exchange Commission on April 26, 2023

As filed with the Securities and Exchange Commission on April 26, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defini

List of Subsidiaries.

Exhibit 21.1 SUBSIDIARIES OF XOS, INC. Name of Subsidiary Doing Business As Name Jurisdiction of Organization Xos Fleet, Inc. Xos Trucks Delaware Xos Services, Inc. Xos Services California

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-39598 XOS, INC. (Exact na

Xos, Inc. Reports Fourth Quarter and Full Year 2022 Results Revenue increased more than six times year-over-year Deliveries in 2022 were up by 525% to 275 units Expects to begin delivering gross margin positive units in the second quarter of 2023

Exhibit 99.1 Xos, Inc. Reports Fourth Quarter and Full Year 2022 Results Revenue increased more than six times year-over-year Deliveries in 2022 were up by 525% to 275 units Expects to begin delivering gross margin positive units in the second quarter of 2023 LOS ANGELES, CA – March 29, 2023 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet service

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): March 29, 2023 XOS, INC. (Exact n

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): March 29, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

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): March 8, 2023 XOS, INC. (Exact na

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): March 8, 2023 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

XOS / Xos, Inc. / Empyrean Capital Partners, LP - XOS, INC. Passive Investment

SC 13G/A 1 p23-0602sc13ga.htm XOS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Xos, Inc. (formerly known as NextGen Acquisition Corporation) (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 98423B108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires F

Up to 16,160,214 Shares of Common Stock

424B3 1 f424b30223xosinc.htm PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-264258 Up to 16,160,214 Shares of Common Stock This prospectus relates to the resale of up to 16,160,214 shares (the “Shares”) of our common stock, $0.0001 par value per share (the “Common Stock”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Selling Securityholder”). The shares in

Up to 18,833,298 Shares of Common Stock and Up to 154,334,253 Shares of Common Stock Up to 6,333,334 Warrants Offered by the Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-259509 Up to 18,833,298 Shares of Common Stock and Up to 154,334,253 Shares of Common Stock Up to 6,333,334 Warrants Offered by the Selling Securityholders This prospectus relates to the issuance by us of an aggregate of up to 18,833,298 shares of our common stock, $0.0001 par value per share (“Common Stock”), which consists of up to (i) 6,333,

Form S-3

As filed with the Securities and Exchange Commission on February 2, 2023. Registration No. 333-264258 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction o

As filed with the Securities and Exchange Commission on February 2, 2023.

POS AM 1 posam2023a2xosinc.htm POST-EFFECTIVE REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 2, 2023. Registration No. 333-259509 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specifi

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the equity securities of Xos, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended

XOS / Xos, Inc. / YA II PN, Ltd. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 13G Under the Securities Exchange Act of 1934 Xos, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98423B108 (CUSIP Number) December 31, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

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): December 28, 2022 XOS, INC. (Exac

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): December 28, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number

PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509

PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258

PROSPECTUS SUPPLEMENT NO. 9 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update and supplement th

XOS / Xos, Inc. / Aljomaih Automotive Co. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Xos, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509

PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258

424B3 1 a20221110eloc424.htm 424B3 PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is bein

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 10, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number

Xos, Inc. Reports Third Quarter 2022 Results Revenue increased by 12% quarter-over-quarter Unit deliveries increased by 21% quarter-over-quarter Company remains on track to achieve positive gross margin at a unit level by the end of the first half of

Exhibit 99.1 Xos, Inc. Reports Third Quarter 2022 Results Revenue increased by 12% quarter-over-quarter Unit deliveries increased by 21% quarter-over-quarter Company remains on track to achieve positive gross margin at a unit level by the end of the first half of 2023 LOS ANGELES, CA ? November 10, 2022 ? Xos, Inc. (NASDAQ: XOS) (?Xos? or the ?Company?), a leading technology company which provides

The date of this prospectus supplement is October 26, 2022. 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

424B3 1 a20221026-424b3xresalex509.htm 424B3 PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus suppleme

Press Release dated October 21, 2022

Xos Announces Appointment of Stuart Bernstein to Board of Directors Clean technology industry veteran brings extensive experience to Xos Board LOS ANGELES ? October 21, 2022 ? Xos, Inc.

Press Release dated October 21, 2022

Xos Announces Appointment of Stuart Bernstein to Board of Directors Clean technology industry veteran brings extensive experience to Xos Board LOS ANGELES ? October 21, 2022 ? Xos, Inc.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 20, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Xos Announces Appointment of Stuart Bernstein to Board of Directors Clean technology industry veteran brings extensive experience to Xos Board

Xos Announces Appointment of Stuart Bernstein to Board of Directors Clean technology industry veteran brings extensive experience to Xos Board LOS ANGELES ? October 21, 2022 ? Xos, Inc.

The date of this prospectus supplement is October 26, 2022. 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

PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update and supplement th

Up to 11,571,966 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267690 Up to 11,571,966 Shares of Common Stock This prospectus relates to the resale of up to 11,571,966 shares (the ?Shares?) of our common stock, $0.0001 par value per share (our ?Common Stock?), by Aljomaih Automotive Co., a company organized under the laws of Saudi Arabia (?Aljomaih? or the ?Selling Securityholder?). The shares o

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065 October 13, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 RE: Xos, Inc. Registration Statement on Form S-3 File No. 333-267690 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registra

Xos Delivers 88 Units in Third Quarter 2022

EX-99.1 2 a20221005exhibit991.htm EX-99.1 Exhibit 99.1 Xos Delivers 88 Units in Third Quarter 2022 LOS ANGELES, Oct. 05, 2022 (GLOBE NEWSWIRE) - Xos, Inc. (NASDAQ: XOS), a leading technology company that provides fleet services, software solutions, and manufactures Class 5 through Class 8 battery-electric commercial vehicles, today announced it delivered a total of 88 units to customers during the

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 5, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Up to 33,199,327 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-267334 Up to 33,199,327 Shares of Common Stock This prospectus relates to the resale of up to 33,199,327 shares (the ?Conversion Shares?) of our common stock, $0.0001 par value per share (our ?Common Stock?) by YA II PN, Ltd., a Cayman Islands exempt limited partnership (?Yorkville? or the ?Selling Securityholder?). The shares of Com

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Xos, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per share Other

As filed with the Securities and Exchange Commission on October 3, 2022

As filed with the Securities and Exchange Commission on October 3, 2022 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 28, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

As filed with the Securities and Exchange Commission on September 30, 2022.

As filed with the Securities and Exchange Commission on September 30, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Amended and Restated Convertible Promissory Note, dated as of September 28, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509

PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

Amended and Restated Convertible Promissory Note, dated as of September 28, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

Amended and Restated Convertible Promissory Note, dated as of September 28, 2022, by and between Xos, Inc. and Aljomaih Automotive Co. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 30, 2022).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258

PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update and supplement th

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xos, Inc. (Exact name of registrant as specified in its charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par value

XOS, INC. 3550 Tyburn Street Los Angeles, California 90065

CORRESP 1 filename1.htm XOS, INC. 3550 Tyburn Street Los Angeles, California 90065 September 15, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 RE: Xos, Inc. Registration Statement on Form S-3 File No. 333-267334 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended

Filing Fee Table.

EX-FILING FEES 4 a20220908ex107toforms-3.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Xos, Inc. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Regi

As filed with the Securities and Exchange Commission on September 8, 2022.

As filed with the Securities and Exchange Commission on September 8, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 98-1550505 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer I

Joint Filing Agreement

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Xos, Inc.

XOS / Xos, Inc. / Aljomaih Automotive Co. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

Form of Convertible Debenture, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 4.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

Note Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of August 9, 2022, (this ?Agreement?) is entered into by and among Xos, Inc., a Delaware corporation (the ?Company?), and the persons and entities listed on Schedule I hereto, as amended from time to time with the issuance of each Note (as defined below) (each an ?Investor? and, collectively, the ?Investors?). RECITALS WHE

The date of this prospectus supplement is August 11, 2022. 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

PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

The date of this prospectus supplement is August 11, 2022.

Table of Contents PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update

Third Amended and Restated Non-Employee Director Compensation Policy.

XOS, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted by the Board of Directors: August 8, 2022 Each member of the Board of Directors (the ?Board?) of Xos, Inc. (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a ?Non-Employee Director?) and who is not otherwise precluded from participation in this N

XOS / Xos, Inc. / YA II PN, Ltd. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Xos, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 98423B108 (CUSIP Number) August 11, 2022 (Date of Event, which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Convertible Promissory Note, dated as of August 11, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

Registration Rights Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 9, 2022 by and among XOS, INC., a Delaware corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?). WITNESSETH WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (t

Securities Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is between XOS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 3550 Tyburn Street, Los Angeles, California 90065 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (i

Third Amended and Restated Non-Employee Director Compensation Policy.

XOS, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted by the Board of Directors: August 8, 2022 Each member of the Board of Directors (the ?Board?) of Xos, Inc. (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a ?Non-Employee Director?) and who is not otherwise precluded from participation in this N

The date of this prospectus supplement is August 11, 2022.

Table of Contents PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update

Xos, Inc. Reports Second Quarter 2022 Results Strong execution drives a ~40% revenue increase quarter-over-quarter Secured additional financing of $55m in convertible securities from existing investor relationships.

Xos, Inc. Reports Second Quarter 2022 Results Strong execution drives a ~40% revenue increase quarter-over-quarter Secured additional financing of $55m in convertible securities from existing investor relationships. LOS ANGELES, CA ? August 11, 2022 ? Xos, Inc. (NASDAQ: XOS) (?Xos? or the ?Company?), a leading technology company which provides fleet services, software solutions, and manufactures 1

Note Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of August 9, 2022, (this ?Agreement?) is entered into by and among Xos, Inc., a Delaware corporation (the ?Company?), and the persons and entities listed on Schedule I hereto, as amended from time to time with the issuance of each Note (as defined below) (each an ?Investor? and, collectively, the ?Investors?). RECITALS WHE

Third Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed on August 11, 2022).

EX-10.1 2 ex-101xthirdamendedrestate.htm EX-10.1 XOS, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Adopted by the Board of Directors: August 8, 2022 Each member of the Board of Directors (the “Board”) of Xos, Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, a “Non-Employee Director”) and who is not

Form of Convertible Debenture, by and between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on August 11, 2022).

Exhibit 4.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

The date of this prospectus supplement is August 11, 2022. 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

PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update and supplement th

Note Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and Aljomaih Automotive Co. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on August 11, 2022).

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of August 9, 2022, (this ?Agreement?) is entered into by and among Xos, Inc., a Delaware corporation (the ?Company?), and the persons and entities listed on Schedule I hereto, as amended from time to time with the issuance of each Note (as defined below) (each an ?Investor? and, collectively, the ?Investors?). RECITALS WHE

Convertible Promissory Note, dated as of August 11, 2022, by and between Xos, Inc. and Aljomaih Automotive Co. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on August 11, 2022).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

Securities Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is between XOS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 3550 Tyburn Street, Los Angeles, California 90065 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (i

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Securities Purchase Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 11, 2022).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of August 9, 2022, is between XOS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 3550 Tyburn Street, Los Angeles, California 90065 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (i

Convertible Promissory Note, dated as of August 11, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO A REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSU

Form of Convertible Debenture, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 4.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

Registration Rights Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 9, 2022 by and among XOS, INC., a Delaware corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?). WITNESSETH WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 9, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? 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 001

Registration Rights Agreement, dated as of August 9, 2022, by and between Xos, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on August 11, 2022).

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 9, 2022 by and among XOS, INC., a Delaware corporation (the ?Company?), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?). WITNESSETH WHEREAS, in connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (t

Xos, Inc. Recaps Q2 2022 Deliveries in New Video

EX-99.1 2 exhibit991-20220719.htm EX-99.1 Exhibit 99.1 Xos, Inc. Recaps Q2 2022 Deliveries in New Video LOS ANGELES — July 19, 2022 — Xos, Inc. (NASDAQ: XOS), a leading fleet services provider and manufacturer of Class 5 through Class 8 battery-electric vehicles, today shared a video on its YouTube channel highlighting some of the vehicle deliveries it made during the second quarter of 2022. You c

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 19, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Submission of Matters to a Vote of Security Holders

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): July 12, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

The date of this prospectus supplement is July 15, 2022. 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 ea

PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

The date of this prospectus supplement is July 15, 2022. 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 ea

PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-264258 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-264258). This prospectus supplement is being filed to update and supplement th

As filed with the Securities and Exchange Commission on July 5, 2022

As filed with the Securities and Exchange Commission on July 5, 2022 Registration No.

Filing Fee Table.

EXHIBIT 107 CALCULATION OF REGISTRATION FEE Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 8, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Xos Shares Recap Video of Xos Fleet Week Product Reveal Event

EX-99.1 2 form8-kexhibit991xjune82022.htm EX-99.1 Exhibit 99.1 Xos Shares Recap Video of Xos Fleet Week Product Reveal Event LOS ANGELES, June 8, 2022 – Xos, Inc. (NASDAQ: XOS), a leading fleet services provider and manufacturer of Class 5 through Class 8 battery-electric vehicles, today published a recap video of its Fleet Week product reveal event that occurred on Tuesday, May 10th. The video, a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

The date of this prospectus supplement is May 26, 2022. 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 ear

PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED MAY 6, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-259509 This prospectus supplement updates and supplements the prospectus dated May 6, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-259509). This prospectus supplement is being filed to update and supplement th

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated May 26, 2022.

EX-16.1 2 exhibit161-may2022.htm EX-16.1 Exhibit 16.1 May 26, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Xos, Inc.’s Form 8-K dated May 26, 2022, and have the following comments: 1. We agree with the statements made in paragraphs one through four discussing Xos, Inc.’s relationship with WithumSmith+Brown, PC. 2

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): May 24, 2022 XOS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39598 98-1550505 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated May 26, 2022.

Exhibit 16.1 May 26, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Xos, Inc.’s Form 8-K dated May 26, 2022, and have the following comments: 1. We agree with the statements made in paragraphs one through four discussing Xos, Inc.’s relationship with WithumSmith+Brown, PC. 2. We have no basis on which to agree or d

Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated May 26, 2022

Exhibit 16.1 May 26, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Xos, Inc.?s Form 8-K dated May 26, 2022, and have the following comments: 1. We agree with the statements made in paragraphs one through four discussing Xos, Inc.?s relationship with WithumSmith+Brown, PC. 2. We have no basis on which to agree or d