xos-20220928

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2022

(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 Global Market

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

XOSWW

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

Xos, Inc. (the “Company”) previously issued a convertible promissory note (the “Original Note”) to Aljomaih Automotive Co. (“Aljomaih”) on August 11, 2022, pursuant to the note purchase agreement, dated August 9, 2022, by and between the Company and Aljomaih. On September 28, 2022, the Company and Aljomaih agreed to amend and restate the Original Note (the “Amended and Restated Note”) to, among other things, adjust the calculation of the shares of the Company’s common stock issuable as interest (the “Interest Shares”). The Amended and Restated Note provides that if (x) the 10-day volume weighted average price ending on the trading day immediately prior to the applicable payment date (the “10-day VWAP”) is greater than or equal to the Nasdaq Minimum Price (as defined in the Amended and Restated Note) or (y) the Company has received the requisite approval from its stockholders to issue Interest Shares below the conversion price or to issue more than 19.99% of the outstanding shares of Common Stock at an issue price below the Nasdaq Minimum Price, the number of Interest Shares to be issued shall be calculated based on the 10‑Day VWAP; otherwise, the number of Interest Shares to be issued shall be based on the Nasdaq Minimum Price.

The foregoing description of the Amended and Restated Note is qualified in its entirety by reference to the full text of such agreement, which is attached to this Current Report on Form 8-K as Exhibit 4.1 and which is incorporated herein by reference.


Item 9.01.			Financial Statements and Exhibits.

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: September 30, 2022


			XOS, INC.

			By:			/s/ Kingsley Afemikhe
						Kingsley Afemikhe
						Chief Financial Officer


Exhibit No.						Description
4.1						Amended and Restated Convertible Promissory Note, dated as of September 28, 2022, by and between Xos, Inc. and Aljomaih Automotive Co.
104						iXBRL language is updated in the Exhibit Index