UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ACT ~~Report~~OF ~~(Date of earliest event reported): August 13, 2025~~1934

Date of Report (Date of earliest event reported): August 14, 2025

XOS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware

001-39598

98-1550505

~~001-39598~~

~~98-1550505~~

(State or Other Jurisdictionof Incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation or Organization)

(Commission File Number)

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

3550 Tyburn StreetLos Angeles, California		90065
3559 Tyburn Street, Los Angeles, California	90065
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

(818) 316-1890~~(Registrant’s telephone number, including area code)~~

(~~Former~~Telephone ~~name or former address, if changed since last report.~~Number)

~~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:~~N/A

☐(Former ~~Written~~Name ~~communications~~or Former ~~pursuant~~Address, toif ~~Rule~~Changed ~~425~~Since ~~under~~Last ~~the Securities Act (17 CFR 230.425~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication 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

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

Common Stock, par value $0.0001 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

~~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 2 1.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial Condition~~Definitive Agreement.

On August 13 14, 2025, Xos, Inc. (the “Company”) ~~issued~~entered into a ~~press~~Sales ~~release~~Agreement ~~announcing~~(the ~~its~~“Sales ~~financial~~Agreement”) ~~position~~with asRoth Capital Partners, LLC (the “Agent”). Pursuant to the terms of ~~June 30~~the Sales Agreement, ~~2025~~the Company may offer and sell shares of the Company’s common stock, ~~results~~par value $0.0001 (the “Shares”) having an aggregate offering amount of ~~operations~~up ~~for~~to $20 million from time to time through the ~~three~~Agent. ~~and~~Pursuant ~~six~~to ~~months~~General ~~ended~~Instruction ~~June 30~~I.B.6 of Form S-3, ~~2025~~the ~~and~~Company ~~other~~can ~~related~~currently ~~information~~only sell up to $5,367,542 pursuant to the Sales Agreement. AThe ~~copy~~Agent will use its commercially reasonable efforts, as the agent and subject to the terms of the ~~press~~Sales ~~release~~Agreement, to issell ~~furnished~~the Shares offered. Sales of the Shares, if any, may be made in sales deemed to be an “at-the-market offering” as defined ~~Exhibit 99~~in Rule 415 under the Securities Act of 1933, as amended.1 The Agent will be entitled to ~~this~~a ~~Current~~commission ~~Report~~from onthe ~~Form 8-K~~Company ~~and~~of is3.0% of ~~incorporated~~the ~~herein~~gross proceeds from the sale of Shares sold under the Sales Agreement. In addition, the Company has agreed to reimburse certain expenses incurred by ~~reference~~the Agent in connection with the offering. The Company intends to use any net proceeds from the offering for working capital, debt servicing and general corporate purposes, including any mandatory payments pursuant to the terms of our Second Amended and Restated Convertible Promissory Note.

InThe ~~accordance~~Shares ~~with~~will be ~~General~~sold ~~Instruction B.2~~pursuant ofto ~~Form 8-K,~~ the ~~information~~Company’s ~~included~~shelf inregistration ~~Item~~statement ~~2.02 of this Current Report~~ on Form 8 S-K,3 ~~including~~(File ~~Exhibit 99~~No.1 ~~hereto~~333-272284), ~~shall~~that ~~not~~was ~~be deemed “~~filed” ~~for~~with ~~purposes~~the ofSecurities and ~~Section 18~~Exchange ofCommission, including the ~~Securities~~related ~~Exchange~~prospectus, ~~Act~~dated ofJune ~~1934~~8, 2023, as ~~amended~~supplemented ~~(the~~by ~~“Exchange~~a ~~Act”),~~prospectus orsupplement. ~~otherwise~~This ~~subject~~Current Report toon ~~the~~Form ~~liabilities~~8-K ofshall ~~that~~not ~~section,~~constitute ~~nor~~an ~~shall~~offer itto besell ~~deemed~~or ~~incorporated~~the bysolicitation ~~reference~~of ~~into~~an ~~any~~offer ~~filing~~to ~~made~~buy bynor ~~the~~shall ~~Company~~there ~~under~~be ~~the~~any ~~Exchange~~sale ~~Act~~of orthese securities ~~the~~in ~~Securities~~any ~~Act~~state ofin ~~1933,~~which assuch ~~amended~~offer, ~~except~~solicitation asor ~~shall~~sale would be ~~expressly~~unlawful ~~set~~prior ~~forth~~to bythe ~~specific~~registration ~~reference~~or inqualification ~~such~~under the asecurities ~~filing~~laws of any such state.

~~Item~~ The Sales Agreement contains customary representations, warranties, and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the description of the Sales Agreement in this Item 1.01. ~~Other~~is ~~Events~~qualified in its entirety by reference to such exhibit.

~~Effective~~A ~~July~~copy ~~1, 2025, Dietmar Ostermann, a Class III director and a member~~ of the ~~Company’s board~~ opinion of ~~directors~~Proskauer ~~(the~~Rose ~~“Board”)~~LLP ~~since~~relating ~~March~~to ~~2024, took over~~ the ~~role~~legality of ~~lead independent director of~~ the ~~Board~~Shares ~~from~~is ~~George~~filed ~~Mattson,~~as ~~who~~Exhibit ~~stepped down from that role but remains a director of the Company~~5.1 ~~Mr. Ostermann will remain Chair of the Board’s Compensation Committee, and Mr. Mattson will continue~~ to ~~serve~~this onCurrent ~~the Board’s Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee~~Report. ~~The lead independent director role will continue to have the same duties and responsibilities as previously disclosed by the Company.~~

~~Effective~~Item ~~August 10, 2025, the Company's Board appointed Liana Pogosyan as the Company's Chief Financial Officer and Treasurer~~9.01 ~~Ms. Pogosyan served as the Company's Vice President of Finance and Acting Chief~~ Financial ~~Officer~~Statements ~~since May 2023. Ms. Pogosyan remains the Company's principal financial officer~~ and ~~principal accounting officer, and the change in her titles was not accompanied by any modification to her compensation or any material change in her duties or responsibilities~~ Exhibits.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

Exhibit No.		Description
Exhibit Number	Description
99.1		Press Release, dated August 13, 2025
1.1	Sales Agreement, dated as of August 14, 2025, between Xos, Inc. and Roth Capital Partners, LLC
104		iXBRL language is updated in the Exhibit Index
5.1	Opinion of Proskauer Rose LLP
23.1	Consent of Proskauer Rose LLP (included in Exhibit 5.1 hereto)
104	Cover Page Interactive Data File (formatted in Inline XBRL in Exhibit 101)

~~SIGNATURE~~1

~~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.~~SIGNATURES

~~Dated:~~Pursuant to ~~August 13~~the requirements of the Securities Exchange Act of 1934, ~~2025~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

	XOS, INC.
	(Registrant)

Date: August 14, 2025	By:	/s/ Liana Pogosyan
		Liana Pogosyan
		Chief Financial Officer

Filing Compare · Xos, Inc.