Xos, Inc. 8-K

What Happened

• Xos, Inc. announced it entered into a Securities Purchase Agreement and a Placement Agency Agreement on June 4, 2026, and completed a registered direct offering on June 5, 2026. The Company sold 1,090,910 shares of common stock at $5.50 per share, generating approximately $6.0 million in gross proceeds. Roth Capital Partners, LLC acted as exclusive placement agent.

Key Details

• Shares sold: 1,090,910 common shares at $5.50 per share.
• Gross proceeds: ~ $6.0 million (before fees and expenses); closing date June 5, 2026.
• Placement agent: Roth Capital Partners — cash fee of 6.5% of gross proceeds plus reimbursement of up to $75,000 in expenses.
• Offering conducted under the Company’s effective Form S-3 shelf registration (File No. 333-272284) with a prospectus supplement filed June 5, 2026; legal opinion by Proskauer Rose LLP was filed as an exhibit.

Why It Matters

• The transaction provides Xos with additional capital from a registered direct offering, which can support operations or corporate needs; net proceeds will be reduced by the placement agent fee and offering expenses.
• Retail investors should note the dilution from the new shares and the explicit fee structure (6.5% plus up to $75k reimbursement). The filing also clarifies that contractual representations and warranties in the agreements are for allocation of risk among the parties and are not independent factual statements about the company.