Xos Inc.
08/27/2025 | Press release | Distributed by Public on 08/27/2025 14:44
Private Placement, Termination of Material Agreement (Form 8-K)
Item 1.02. Termination of a Material Definitive Agreement.
On August 21, 2025,Xos, Inc. (the "Company") entered into an agreement (the "Lease Termination Agreement") with the lessor of the Company's 235,094 square foot manufacturing facility in Mesa, Arizona leased by the Company's indirect wholly owned subsidiary, EMV Automotive USA Inc., under a lease (the "Mesa Lease") that expires in 2033. Pursuant to the Lease Termination Agreement, among other things: (i) the Mesa Lease shall be terminated, contingent upon the lessor entering into a new lease for the premises with another lessee (the "Replacement Lease"); (ii) the Company shall make monthly payments to lessor for 18 months following termination of the Mesa Lease aggregating approximately $2.7 million; (iii) the landlord will keep the Company's security deposit valued at approximately $1.2 million; and (iv) the Company shall pay leasing commissions of approximately $1.3 million payable in connection with the Replacement Lease. If the lessor does not enter into a new lease for the premises, the Mesa Lease will continue to be in effect until its scheduled expiration in 2033.
The Company assumed the Mesa Lease in connection with the acquisition of ElectraMeccanica Vehicles Corp. in March 2024. The Company will continue to use its other manufacturing facilities, and does not anticipate that the termination of the Mesa Lease will impact the Company's operations.
The foregoing description of the Lease Termination Agreement is qualified in its entirety by reference to the actual Lease Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 1.02.
Item 3.02. Unregistered Sales of Equity Securities.
As previously disclosed, on August 8, 2025, the Company and Aljomaih Automotive Company ("Aljomaih") entered into Amendment No. 1 to the Note Purchase Agreement dated August 9, 2022 (as amended, the "Note Purchase Agreement") and a Second Amended and Restated Convertible Promissory Note (as amended, the "Convertible Note"). The Convertible Note provides that, among other things, the approximately $6.0 million of interest accrued under the Convertible Note through August 11, 2025 (the "Accrued Interest") shall be converted into shares of the Company's common stock at the 10-day VWAP (as defined in the Note) on August 25, 2025. Pursuant to the Convertible Note, on August 25, 2025, the Company issued 1,803,262 shares of the Company's unregistered common stock (the "Interest Shares") to Aljomaih in payment of the Accrued Interest.
The Company issued the Interest Shares in reliance on the exemptions from registration provided by Section 3(a)(9) and/or Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Regulation S promulgated thereunder. No commission or other remuneration was paid by Aljomaih in connection with the issuance of the Interest Shares in payment of Accrued Interest.
The foregoing descriptions of the Note Purchase Agreement and the Convertible Note are qualified in their entirety by reference to the original Note Purchase Agreement, Amendment No. 1 thereto, the Convertible Note and the Letter Agreement between the Company and Aljomaih executed August 14, 2025, copies of which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated by reference to this Item 3.02.
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