8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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<br>of Incorporation)	(Commission File Number)	(I.R.S. Employer<br>Identification No.)		3550 Tyburn Street<br>Los Angeles, California	90065
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(Address of principal executive offices)	(Zip Code)

(818) 316-1890 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	XOS	Nasdaq Capital Market
Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share	XOSWW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 8, 2025, Xos, Inc. (the "Company") and Aljomaih Automotive Co. ("Aljomaih") entered into Amendment No. 1 to Note Purchase Agreement (the "NPA Amendment") and a Second Amended and Restated Convertible Promissory Note (the "Convertible Note" and, together with the NPA Amendment, the “Aljomaih Amendments”).

On August 14, 2025, the Company and Aljomaih executed a letter agreement (the "Letter"), effective as of the date of the Aljomaih Amendments, which clarified certain provisions in the Convertible Note and imposed limitations on the issuance of shares of common stock, par value $0.0001 per share of the Company ("Common Stock") in payment of interest amounts on the Convertible Note ("Interest Shares"), including the payment of interest scheduled for August 25, 2025, under certain circumstances. The Letter provides that, under certain circumstances, the aggregate number of Interest Shares deliverable or previously delivered upon any interest payments under the Convertible Note plus the number of shares of Common Stock that may be issued or were previously issued in respect of conversion of principal or any other portion of the Convertible Note, shall not exceed 1,737,247 shares of the Company’s Common Stock (subject to adjustment) (the "Limit"), which was 19.99% of the outstanding shares of the Company's Common Stock on August 8, 2025, immediately prior to the Aljomaih Amendments. Any interest amounts payable in excess of the amount payable with Interest Shares, shall instead be payable within five business days of the earlier of (x) August 11, 2026 and (y) the date the Company receives stockholder approval to issue more than the Limit in respect of conversion of the Convertible Note, as amended.

The foregoing description of the Letter is qualified in its entirety by reference to the actual Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.01.

| Item 9.01. | Financial Statements and Exhibits. | | --- | --- || Exhibit No. | Description | | --- | --- | | 10.1 | Letter Agreement between Xos, Inc. and Aljomaih Automotive Co., executed on August 14, 2025 | | 104 | iXBRL language is updated in the Exhibit Index |

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 14, 2025

XOS, INC.
By:	/s/ Liana Pogosyan
	Liana Pogosyan
	Chief Financial Officer

Document

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 Xos, Inc. (the “Company”) to Aljomaih Automotive Company (the “Investor”), with an original issue date of August 11, 2022, and initially amended on September 28, 2022 and then further amended on August 8, 2025, in the principal amount of US$20 million (as so amended, the “Note”), the Investor and the Company hereby confirm and agree, in consideration of the amendments made to the Note on August 8, 2025 (the “Amendments”) and other good and valuable consideration, as follows (capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Note):

1)Notwithstanding anything in the Note or any other Note Document to the contrary, at any time on or after a Restriction Trigger and prior to New Nasdaq Stockholder Approval, the aggregate number of Interest Shares deliverable or previously delivered upon any interest payments under the Note plus the number of shares of common stock that may be issued or were previously issued in respect of conversion of principal or any other portion of the Note, shall not exceed1,737,247 shares of the Company’s Common Stock1, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock (the “Limit”).

2)Any interest amount of this Note that would otherwise be payable in Interest Shares, but for which such Interest Shares may not be issued pursuant to the restrictions of Section 1 of this letter, shall instead be payable in cash or, if either the New Nasdaq Stockholder Approval has occurred or the Company receives advice of counsel that payment in Interest Shares is otherwise permitted by the Nasdaq Rules, then in additional Interest Shares, within five Business Days of the earlier of: (x) August 11, 2026; and (y) the date of New Nasdaq Stockholder Approval.

1 The parties acknowledge that this number of shares represents 19.99% of the outstanding shares of the Company’s Common Stock on August 8, 2025, immediately prior to the Amendments.

3)As used in this letter, the following capitalized terms have the following meanings:

a.“New Nasdaq Minimum Price” means $3.04 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock that occurs after the date of this Second Amended and Restated Convertible Promissory Note), which is the “minimum price” on the date of the Second Amended and Restated Convertible Promissory Note in accordance with Nasdaq Stock Market Rule 5635.

b.“New Nasdaq Stockholder Approval” means the receipt by the Company of requisite approval from its stockholders received after the date of the Second Amended and Restated Convertible Promissory Note to issue more than the Limit of its outstanding shares of Common Stock in respect of any conversion of principal or interest of this Note at an issue price below the New Nasdaq Minimum Price.

c.“Restriction Trigger” means any interest payment date or date of conversion of principal or other portions of the Note on which both: (i) the 10-day VWAP ending on the Trading Day immediately prior to the applicable payment date is less than the New Nasdaq Minimum Price; and (ii) the Company has not yet received New Nasdaq Stockholder Approval.

4)The Company shall use commercially reasonable efforts to obtain a New Nasdaq Stockholder Approval at a special or annual stockholders meeting after the date hereof; provided, however, if the Company receives advice of counsel that no such New Nasdaq Stockholder Approval is required as a result of the Amendments, then the Company shall promptly notify the Investor of such fact and the limitations and obligations in paragraphs 1 and 2 above shall be automatically removed.

5)All references to adjustments contained in the defined terms “Conversion Price,” “Nasdaq Minimum Price” and “Authorized Share Cap” in the Note shall be deemed to refer to all such adjustments that may have occurred or may occur subsequent to August 11, 2022; provided, however, that all share numbers and per share prices specified in this letter shall only be adjusted for events that may occur subsequent to August 8, 2025.

6)Investor and the Company agree that notwithstanding anything to the contrary in the Note and Note Documents, no issuance of shares of common stock by the Company under the Note shall occur if and to the extent such issuance would be in violation of Nasdaq Rule 5635.

7)This letter is deemed an amendment to the Note, effective as of August 8, 2025, simultaneously with the Amendments. Except as amended hereby, the Note remains in full force and effect.

Please indicate your agreement to this letter by signing below.

Sincerely,

XOS, INC.

By: /s/ Dakota Semler

Name: Dakota Semler

Title: Chairman and Chief Executive Officer

Agreed as of the date first written above:

ALJOMAIH AUTOMOTIVE CO.

By: /s/ Ibrahim M. Aljomaih

Name: Ibrahim M. Aljomaih

Title: Vice Chairman and Managing Director