XOS · Xos, Inc.

Xos, Inc. has significantly modified the terms of its existing $20 million convertible note originally issued to Aljomaih Automotive Co. in 2022, making conversion into common stock far more attractive by slashing the price from $71.451 to $12.00 per share, post-reverse split adjustment. This lowers the equity dilution threshold for the investor while introducing a company-controlled mandatory conversion trigger if the stock's Daily VWAP sustains above $16.00 for 20 out of 30 consecutive trading days, potentially forcing equity conversion on favorable terms. The 10% interest continues to accrue and be paid in shares based on 10-day VWAP or Nasdaq minimum price, subject to Nasdaq shareholder approval limits (19.99% of shares as of August 2025, or 1,737,247 shares). Cash payment alternatives apply if share issuance is restricted until new approval. The structured mandatory prepayments—starting at $1.5 million on May 11, 2026 and escalating to $3 million by 2028—provide a clear deleveraging path, tied partly to 25% of ATM equity proceeds, reducing principal predictably. Optional prepayment is now available without penalty after August 2024. For investors, this amendment signals efforts to manage debt maturities through 2028, incentivize conversion over cash repayment, and align with potential stock recovery, though it increases dilution risk if triggered.