Xos Inc SEC Filings

Xos, Inc. is offering up to $5,367,542 of common stock in an at-the-market equity program through Roth Capital Partners, which will receive a 3.0% sales commission. The prospectus identifies intended uses of any net proceeds for working capital, debt servicing and general corporate purposes, including mandatory payments under the companys amended convertible promissory note.

The company amended its $20.0 million Convertible Note with Aljomaih on August 8, 2025, rescheduling principal into quarterly installments from November 11, 2025 through February 11, 2028 and converting approximately $6.0 million of accrued interest into common stock at the 10-day VWAP on August 25, 2025. As of June 30, 2025 Xos reported net tangible book value of $18.3 million or $2.18 per share and, assuming the illustrative sale of 1,641,450 shares at $3.27, an as-adjusted net tangible book value of $23.3 million or $2.32 per share, implying $0.95 dilution per share to new investors.

Xos, Inc. (XOS) reported three-month revenue of $18.393 million and six-month revenue of $24.272 million. Gross profit for the quarter was $1.619 million, and net loss was $7.505 million for the quarter and $17.691 million for the six months, or $0.91 and $2.16 per share (basic), respectively. Operating expenses fell materially year-over-year, which narrowed the loss from operations to $7.081 million for the quarter from $11.368 million a year earlier.

Cash and cash equivalents declined to $8.785 million at June 30, 2025 from $10.996 million at year-end 2024, and accounts receivable and inventories also decreased. The company disclosed substantial doubt about its ability to continue as a going concern and highlighted dependency on external financing, including a $20.0 million convertible note whose repayment schedule was modified. Revenue concentration is notable: one customer represented 70% of quarter revenues.

Xos, Inc. furnished a press release reporting its financial position as of June 30, 2025 and results of operations for the three- and six-month periods ended that date; the press release is attached as Exhibit 99.1 to the Form 8-K and is furnished (not "filed") under the Form 8-K instructions.

The company also disclosed board and senior finance changes: effective July 1, 2025, Dietmar Ostermann succeeded George Mattson as lead independent director while Mr. Mattson remains a director and committee member. Effective August 10, 2025, Liana Pogosyan was appointed Chief Financial Officer and Treasurer; she has served as VP Finance and Acting CFO since May 2023 and will remain the principal financial and accounting officer with no change to compensation or material duties.

Liana Pogosyan, Chief Financial Officer of Xos, reported a withholding disposition tied to RSU vesting on 08/10/2025. The issuer withheld 927 shares to satisfy tax obligations at a reported price of $3.20 per share in connection with previously granted Restricted Stock Units, where each RSU represents one share on settlement. After the withholding, the reporting person beneficially owns 49,436 shares, which explicitly includes 34,038 unvested RSUs. No derivative transactions were reported; the Form 4 discloses a routine equity-compensation settlement by an officer.

Giordano Sordoni, a director and Chief Operating Officer of Xos, Inc. (XOS), reported a transaction dated 08/10/2025 in which 3,291 shares of common stock were withheld by the issuer to satisfy tax withholding related to the vesting of previously reported RSU awards.

After the withholding, the filing shows Mr. Sordoni beneficially owns 1,110,469 shares, which includes 180,083 unvested RSUs. The Form 4 was executed by an attorney-in-fact and dated 08/12/2025. Table II lists no derivative securities in this filing.

Dakota Semler, who serves as both Chief Executive Officer and a director of Xos, Inc. (XOS), reported a transaction related to the vesting of previously awarded restricted stock units (RSUs). On 08/10/2025 the issuer withheld 3,458 shares to satisfy tax withholding obligations arising from RSU settlement, at a reported price of $3.20 per share. After this withholding, the reporting person is shown as beneficially owning 453,873 shares in total, which the filer states includes 191,196 unvested RSUs. The Form 4 was submitted under power of attorney by David M. Zlotchew.

Key takeaways from XOS Form 4 filing (dated 14-Jul-2025)

Director Michael Paul Richardson reported the grant of 62,377 Restricted Stock Units (RSUs) on 10-Jul-2025 (transaction code “A”, price $0). Each RSU converts into one common share upon settlement. Vesting occurs on the earlier of (i) the first anniversary of the grant date or (ii) the day before the company’s 2026 annual meeting, subject to Mr. Richardson’s continued service.

After this equity award, the director beneficially owns 95,872 common shares, of which 62,377 are unvested RSUs. No derivative securities were reported, and there were no dispositions or open-market purchases. The filing represents routine director compensation rather than a discretionary share purchase.