Xos (NASDAQ: XOS) lowers note conversion price and adds VWAP trigger

Rhea-AI Filing Summary

Xos, Inc. has amended its financing arrangement with Aljomaih Automotive by entering into a Third Amended and Restated Convertible Promissory Note. The original $20 million convertible note’s conversion price is reduced from $71.451 per share to $12.00 per share of common stock, increasing the number of shares issuable upon conversion. The amendment also adds a mandatory conversion feature allowing Xos to compel conversion if the common stock’s Daily VWAP exceeds $16.00 per share for at least twenty out of thirty consecutive trading days. All other material terms of the convertible note remain unchanged.

Insights

Capital structure & convertibles analyst

Xos sharply lowers its convertible note conversion price and adds a share-price-based mandatory conversion trigger.

Xos and Aljomaih Automotive Co. revised a $20 million convertible promissory note. The conversion price drops from $71.451 to $12.00 per share, meaning the same principal now converts into more common shares than before.

The note now includes a mandatory conversion feature if the stock’s Daily VWAP exceeds $16.00 per share for twenty out of thirty consecutive trading days. This ties forced conversion to sustained share price strength, but the actual effect on shareholders will depend on future trading levels and whether the trigger is reached.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Convertible note principal: $20 million Prior conversion price: $71.451 per share New conversion price: $12.00 per share +2 more

5 metrics

Convertible note principal $20 million Original principal amount of the convertible promissory note issued August 11, 2022

Prior conversion price $71.451 per share Original conversion price, adjusted for 1-for-30 reverse stock split

New conversion price $12.00 per share Revised conversion price under the Third Amended and Restated Note

Mandatory conversion trigger price $16.00 per share Daily VWAP threshold for twenty of thirty consecutive trading days

Warrant exercise price $345.00 per share Every thirty XOSWW warrants exercisable for one share of common stock

Key Terms

Third Amended and Restated Convertible Promissory Note, conversion price, mandatory conversion, Daily VWAP, +1 more

5 terms

Third Amended and Restated Convertible Promissory Note financial

"entered into a Third Amended and Restated Convertible Promissory Note (the "Third A&R Note")"

conversion price financial

"to reduce the conversion price from $71.451 per share ... to $12.00 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

mandatory conversion financial

"adds a mandatory conversion feature to the Convertible Note"

Mandatory conversion is a rule that forces certain convertible securities—like bonds or preferred shares—to be turned into common stock when specific conditions are met (for example, a date arrives or a price target is hit). For investors this matters because it increases the number of shares outstanding and can dilute existing ownership, shifting value from fixed-income holders into equity holders and changing a company’s risk and return profile, much like an automatic trade that swaps a guaranteed payment for an ownership stake.

Daily VWAP financial

"if the Daily VWAP (as defined in the Convertible Note) of the Common Stock exceeds $16.00 per share"

reverse stock split financial

"as adjusted for the 1-for-30 reverse stock split effected on December 6, 2023"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Understanding 8-K Material Events →

FALSE000181949300018194932026-05-082026-05-080001819493us-gaap:CommonStockMember2026-05-082026-05-080001819493us-gaap:WarrantMember2026-05-082026-05-08

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 8, 2026

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.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, California						90065
(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)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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.

On May 8, 2026, the Company and Aljomaih Automotive Co. ("Aljomaih") entered into a Third Amended and Restated Convertible Promissory Note (the "Third A&R Note"). The Third A&R Note altered the convertible promissory note issued by the Company to Aljomaih on August 11, 2022, in an original principal amount of $20 million (as subsequently amended, the "Convertible Note") to reduce the conversion price from $71.451 per share (as adjusted for the 1-for-30 reverse stock split effected on December 6, 2023) of the Company's common stock, par value $0.0001 per share ("Common Stock"), to $12.00 per share of Common Stock (subject to customary proportional adjustment). The Third A&R Note also adds a mandatory conversion feature to the Convertible Note pursuant to which the Company may compel the conversion of the Convertible Note if the Daily VWAP (as defined in the Convertible Note) of the Common Stock exceeds $16.00 per share (subject to customary proportional adjustment) for at least twenty out of thirty consecutive trading days. The Convertible Note is otherwise unchanged in any material respect.

The foregoing description of the Third A&R Note is qualified in its entirety by reference to the actual Third A&R Note, 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						Third Amended and Restated Convertible Promissory Note, dated as of May 8, 2026, by and among Xos, Inc. and Aljomaih Automotive Co.
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: May 13, 2026

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

FAQ

What did Xos (XOS) announce regarding its convertible note with Aljomaih?

Xos amended its existing convertible promissory note with Aljomaih Automotive Co. The Third Amended and Restated Note cuts the conversion price and introduces a mandatory conversion feature tied to the company’s share price performance.

How did Xos change the conversion price on the Aljomaih note?

The original conversion price of $71.451 per share was reduced to $12.00 per share of Xos common stock. This change means the same $20 million principal can convert into a larger number of shares than under the prior terms.

What is the new mandatory conversion feature in Xos’s amended note?

The amended note allows Xos to compel conversion if the common stock’s Daily VWAP exceeds $16.00 per share for at least twenty out of thirty consecutive trading days. This links mandatory conversion to a sustained period of higher trading prices.

Does the Xos and Aljomaih amendment change other key terms of the note?

The filing states the convertible note is otherwise unchanged in any material respect. Only the conversion price and the addition of the mandatory conversion feature are highlighted as modifications in this amendment.

What is the size of the Xos convertible note affected by this amendment?

The note was originally issued on August 11, 2022, with an original principal amount of $20 million. The Third Amended and Restated Convertible Promissory Note updates how that principal can convert into Xos common shares.

What securities of Xos (XOS) are listed on Nasdaq according to this filing?

The filing lists Xos common stock, par value $0.0001 per share, trading under symbol XOS, and warrants trading under symbol XOSWW, with every thirty warrants exercisable for one share at an exercise price of $345.00 per share.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 142.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB