| | The Reporting Persons beneficially own 3,738,303 shares of Common Stock as reflected in this Amendment No. 3.
The consideration used to acquire beneficial ownership of 643,375 shares of Common Stock consisted of securities of Xos, Inc. (now known as Xos Fleet, Inc.) ("Legacy Xos"). The Reporting Persons acquired such shares of Common Stock pursuant to the Agreement and Plan of Merger, dated as of February 21, 2021, as amended on May 14, 2021 (the "Agreement"), by and among NextGen Acquisition Corporation ("Acquiror"), Sky Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror ("Merger Sub") and Legacy Xos, pursuant to which Merger Sub merged (the "Merger") with and into Legacy Xos, whereupon the separate existence of Merger Sub ceased and Xos became the surviving company and continued in existence as a subsidiary of Acquiror, which subsequently changed its name to Xos, Inc. The Reporting Persons used personal funds in order to acquire the securities of Legacy Xos.
Aljomaih purchased a convertible promissory note in the original principal amount of $20,000,000 (the "Note") for $20,000,000 cash pursuant to a note purchase agreement (the "Note Purchase Agreement") between the Issuer and Aljomaih. The Note provides a conversion right, in which Aljomaih may, on or after November 9, 2022, elect to convert the outstanding principal amount of the Note by providing written notice to the Issuer. The conversion price for the Note was initially equal to $71.451 per share (as adjusted for the Issuer's one-for-thirty reverse stock split effected December 6, 2023), subject to adjustment in certain events pursuant to the terms of the Note. Aljomaih used personal funds in order to acquire the Note.
On August 8, 2025, the Issuer and Aljomaih entered into Amendment No. 1 to Note Purchase Agreement and a Second Amended and Restated Convertible Promissory Note (collectively, the "2025 Amendments"). Pursuant to the terms of the Note, as amended, on August 25, 2025, the Issuer issued 1,803,262 shares of Common Stock (the "Interest Shares") to Aljomaih in payment of approximately $6.0 million of interest accrued on the Note through August 11, 2025. The 2025 Amendments also changed the schedule for repayment of principal amounts of the Note. Rather than being due all at once on August 11, 2025, principal payments are now spread over ten quarterly installments beginning November 11, 2025 and ending February 11, 2028. The first four such installments are $1.5 million, the fifth through eighth installments are $2.0 million and the final two installments are $3.0 million each; provided that such installments may be increased in the event certain financing activities result in proceeds to the Issuer in excess of four times the aggregate amount of Note principal payments otherwise required on or prior to any installment date.
The 2025 Amendments also extended the term of Aljomaih's right of first offer with respect to distribution of the Issuer's products and services in the Middle East until the later of February 11, 2028 and full repayment of the Note.
The foregoing description of the 2025 Amendments is qualified in its entirety by reference to the actual 2025 Amendments, copies of which were filed as Exhibits 10.4 and 10.5 to the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 13, 2025, and incorporated herein by reference.
On August 14, 2025, the Issuer and Aljomaih executed a letter agreement (the "Letter"), effective as of the date of the 2025 Amendments, which clarified certain provisions in the Note and imposed limitations on the issuance of Interest Shares. The Letter provides that, under certain circumstances, 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 exceed 1,737,247 shares of Common Stock (subject to adjustment) (the "Limit"), which was 19.99% of the outstanding shares of the Common Stock on August 8, 2025, immediately prior to the 2025 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 Issuer receives stockholder approval to issue more than the Limit in respect of conversion of the 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 the Issuer's Current Report on Form 8-K filed with the SEC on August 14, 2025, and incorporated herein by reference.
On May 8, 2026, the Issuer and Aljomaih entered into a Third Amended and Restated Convertible Promissory Note (the "2026 Amendment"). The 2026 Amendment altered the 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) to $12.00 per share. The 2026 Amendment also adds a mandatory conversion feature to the Note pursuant to which the Issuer may compel the conversion of the Note if the Daily VWAP (as defined in the Note) of the Common Stock exceeds $16.00 per share (subject to adjustment) for at least twenty out of thirty consecutive trading days. The $15,500,000 principal amount of the Note outstanding on May 11, 2026 is convertible into an aggregate of 1,291,666 shares of Common Stock as of such date. |
