Xos, Inc. 8-K

What Happened

• On May 8, 2026, Xos, Inc. (XOS) and Aljomaih Automotive Co. entered into a Third Amended and Restated Convertible Promissory Note that modifies a $20.0 million convertible note originally issued August 11, 2022.
• The amendment reduces the note’s conversion price from $71.451 per share (as adjusted for Xos’s 1-for-30 reverse split on December 6, 2023) to $12.00 per share (subject to customary proportional adjustments) and adds a mandatory conversion feature.
• Under the new mandatory conversion, Xos may force conversion if the Daily VWAP of its common stock exceeds $16.00 per share (subject to adjustment) for at least 20 out of 30 consecutive trading days. The company filed this amendment as Exhibit 10.1 to its Form 8-K on May 13, 2026.

Key Details

• Parties: Xos, Inc. and Aljomaih Automotive Co.
• Original principal: $20,000,000 (note issued Aug 11, 2022).
• New conversion price: $12.00 per share (replaces prior $71.451 per share, adjusted for the 1-for-30 reverse split).
• Mandatory conversion trigger: Daily VWAP > $16.00 per share for 20 of 30 consecutive trading days.
• Filing date/signature: 8-K filed May 13, 2026; signed by CFO Liana Pogosyan.

Why It Matters

• Lowering the conversion price to $12 materially increases the potential for conversion into common stock compared with the prior $71.451 price, which could lead to meaningful dilution of existing shareholders if conversion occurs.
• The new mandatory conversion trigger ($16 VWAP over 20 of 30 days) creates a clear stock-price threshold that could accelerate the extinguishment of the $20M debt as shares are issued.
• Investors should monitor Xos’s share price relative to the $16 trigger and consider potential impacts on share count, earnings per share, and capital structure if conversion is compelled.