xos-20231116

Delaware

001-39598

98-1550505

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

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))

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

XOSWW

Nasdaq Capital 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).

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2023, Anousheh Ansari informed Xos, Inc. (the "Company") of her resignation as a member of the board of directors of the Company (the "Board"), effective immediately. Ms. Ansari’s resignation was not the result of any disagreements with the Company on any matter regarding the Company’s operations, policies or practices. Ms. Ansari served as a member of the Nominating & Governance Committee and the Compensation Committee of the Board.

On November 21, 2023, the Company and Liana Pogosyan, the Company’s Vice President of Finance and Acting Chief Financial Officer, entered into an amendment (the "Offer Letter Amendment") to the offer letter dated January 5, 2022.

The Offer Letter Amendment provides certain payments and benefits upon termination of employment without cause or upon resignation for good reason during the period commencing one year prior to a change of control and ending two years following such change of control (i.e., a double trigger). These payments and benefits include (i) a cash payment of one-half of Ms. Pogosyan's annual base salary, (ii) a cash payment of Ms. Pogosyan's target yearly cash bonus and (iii) immediate vesting of Ms. Pogosyan's unvested equity awards.

The foregoing description of the Offer Letter Amendment is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.


Exhibit No.						Description
10.1						Amendment to Offer Letter between Liana Pogosyan and Xos, Inc ., dated November 21 , 2023.
104						iXBRL language is updated in the Exhibit Index

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.


3550 Tyburn Street Los Angeles, California						90065
(Address of principal executive offices)						(Zip Code)


			XOS, INC.

			By:			/s/ Liana Pogosyan
						Liana Pogosyan
						Acting Chief Financial Officer