Xos (NASDAQ: XOS) sets ATM capacity at $8.62M; Roth Capital to sell shares

Rhea-AI Filing Summary

Xos, Inc. files a prospectus supplement updating its at-the-market sales capacity under a Sales Agreement with Roth Capital Partners to up to $8,618,796 of common stock. The supplement cites a public float of $59,957,184 based on 8,037,156 shares outstanding as of June 5, 2026 and a prior 12-month issuance of $11,366,932 under the same Form S-3 instruction. The Sales Agreement pays Roth Capital Partners a 3.0% fee on aggregate gross proceeds. The prospectus supplement modifies the ATM Prospectus Supplement and Base Prospectus and is qualified by them.

Insights

Capital Markets Analyst

Updates ATM capacity; issuer can sell up to $8.62M of common stock.

The company amends its ATM prospectus to specify an aggregate offering capacity of $8,618,796 under the Sales Agreement with Roth Capital Partners. The filing cites a $59,957,184 public float calculated from 8,037,156 shares as of June 5, 2026.

Practical dependencies include remaining capacity under General Instruction I.B.6 and prior 12-month sales of $11,366,932; actual issuance pace will depend on market executions and the company’s decisions.

Securities Compliance Counsel

Filing is an administrative update to a Form S-3 ATM prospectus.

The supplement confirms the plan of distribution via a Sales Agreement and discloses the underwriter fee of 3.0%, wording that may render Roth Capital Partners an underwriter under the Securities Act. The supplement expressly qualifies itself by reference to the Base Prospectus and prior ATM Prospectus Supplement.

Key compliance items: adherence to General Instruction I.B.6 limits, and continued incorporation of risk factors and plan of distribution language in the underlying prospectus.

Key Figures

ATM capacity: $8,618,796 Public float: $59,957,184 Shares outstanding (non-affiliates): 8,037,156 shares +4 more

7 metrics

ATM capacity $8,618,796 amount eligible to sell under this prospectus supplement

Public float $59,957,184 public float based on non-affiliate holdings as of June 5, 2026

Shares outstanding (non-affiliates) 8,037,156 shares shares outstanding held by non-affiliates as of June 5, 2026

Prior 12-month sales under I.B.6 $11,366,932 securities sold during prior 12-calendar-month period under Form S-3 instruction

Referenced sale price $7.46 last reported sale price used to calculate public float (June 3, 2026)

Nasdaq reported price $5.28 last reported sale price on Nasdaq on June 4, 2026

Placement fee 3.0% compensation payable to Roth Capital Partners on aggregate gross proceeds

Key Terms

at-the-market (ATM), General Instruction I.B.6 of Form S-3, Sales Agreement, public float

4 terms

at-the-market (ATM) financial

"relating to the offer and sale of our shares of common stock...pursuant to the Sales Agreement"

General Instruction I.B.6 of Form S-3 regulatory

"Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities..."

Sales Agreement financial

"pursuant to the Sales Agreement dated as of August 14, 2025...between us and Roth Capital Partners"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

public float market

"the aggregate market value of our common stock held by non-affiliates, or public float, was approximately $59,957,184"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

Offering Details

ATM

Offering

Offering Type ATM

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Available on EDGAR 06/05/2026 - 04:38 PM Accepted by SEC EDGAR 06/05/2026 - 04:38 PM Learn about SEC filing dates

FAQ

What amount of common stock is XOS registering to sell under the ATM?

Xos is registering sales under its ATM for up to $8,618,796 of common stock, as stated in the prospectus supplement dated June 5, 2026.

How was XOS’s public float calculated in the supplement?

The supplement states a public float of $59,957,184, calculated using 8,037,156 shares outstanding as of June 5, 2026 and a referenced sale price of $7.46 per share.

What fees will Roth Capital Partners receive for ATM sales?

Roth Capital Partners will receive a commission equal to 3.0% of aggregate gross proceeds for sales of common stock under the Sales Agreement.

How much has XOS sold previously under the Form S-3 instruction?

During the prior 12-calendar-month period, Xos sold $11,366,932 of securities pursuant to General Instruction I.B.6 of Form S-3, as disclosed in the supplement.

Does the supplement change other prospectus terms or risk disclosures?

The supplement only updates the ATM amount and related figures and states it is qualified by the ATM Prospectus Supplement and Base Prospectus; existing Risk Factors and plan of distribution terms remain incorporated.

Filed pursuant to Rule 424(b)(5)

Registration No. 333-272284

PROSPECTUS SUPPLEMENT

(to Prospectus dated June 8, 2023) 

Xos, Inc.

Up to $8,618,796

Common Stock

This prospectus supplement amends and supplements the information in our prospectus supplement, dated August 14, 2025 (the “ATM Prospectus Supplement”), to the accompanying base prospectus, dated June 8, 2023 (the “Base Prospectus,” and together with the ATM Prospectus Supplement, the “Prospectus”) filed with the Securities and Exchange Commission as part of our registration statement on Form S-3 (File No. 333-272284), relating to the offer and sale of our shares of common stock, $0.0001 par value per share (“common stock”), pursuant to the Sales Agreement dated as of August 14, 2025 (the “Sales Agreement”), by and between us and Roth Capital Partners, LLC (“Roth Capital Partners”). The compensation payable to Roth Capital Partners for sales of common stock sold pursuant to the Sales Agreement will be 3.0% of the aggregate gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Roth Capital Partners may be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Roth Capital Partners may be deemed to be underwriting commissions or discounts. See “Plan of Distribution” beginning on page S-13 of the ATM Prospectus Supplement for additional information regarding the compensation to be paid to Roth Capital Partners. This prospectus supplement should be read in conjunction with the ATM Prospectus Supplement and the accompanying Base Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus Supplement. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus Supplement and any future amendments or supplements thereto.

We are filing this prospectus supplement solely to update the amount of shares of common stock we are eligible to sell under General Instruction I.B.6 of Form S-3 and pursuant to the Sales Agreement. As of June 5, 2026, the aggregate market value of our common stock held by non-affiliates, or public float, was approximately $59,957,184, which was calculated based on 8,037,156 shares of outstanding common stock as of June 5, 2026 held by non-affiliates, and the last reported sale price of our common stock of $7.46 per share on June 3, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. During the prior 12-calendar-month period ending on, and including, the date of this prospectus supplement, we have sold $11,366,932 of securities pursuant to General Instruction I.B.6 of Form S-3.

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June 4, 2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $5.28 per share.

Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-5 of the ATM Prospectus Supplement and those found in the accompanying Base Prospectus and under similar headings in the documents incorporated by reference herein and therein before investing in our securities.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement, the ATM Prospectus Supplement or the accompanying Base Prospectus. Any representation to the contrary is a criminal offense.

Roth Capital Partners 

The date of this prospectus supplement is June 5, 2026.