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FALSE000181949300018194932025-03-282025-03-280001819493us-gaap:CommonStockMember2025-03-282025-03-280001819493us-gaap:WarrantMember2025-03-282025-03-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2025

XOS, INC.
(Exact name of registrant as specified in its charter)

Delaware 001-39598 98-1550505
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)

3550 Tyburn Street
Los Angeles, California
90065
(Address of principal executive offices) (Zip Code)
(818) 316-1890
(Registrant’s telephone number, including area code)

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

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:

Written communications 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
Common Stock, $0.0001 par value 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
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 2.02. Results of Operations and Financial Condition.
 
On March 28, 2025, Xos, Inc. (the “Company”) issued a press release announcing its financial position as of December 31, 2024, results of operations for the three and twelve months ended months ended December 31, 2024 and other related information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.
Description
99.1
104 iXBRL language is updated in the Exhibit Index





SIGNATURE

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.

Dated: March 28, 2025
XOS, INC.
By: /s/ Liana Pogosyan
Liana Pogosyan
Acting Chief Financial Officer



EX-99.1 2 a20250328form8-kexhibit991.htm EX-99.1 Document
Exhibit 99.1
image_0a.jpg
Xos, Inc. Reports Record-Breaking 2024 with Growing Unit Deliveries and Highest-Ever Gross Profit

Achieved $3.3 million of net cash provided by operating activities, and our first quarter of positive Free Cash Flow of $3.3 million

Achieved positive gross margins of approximately 7% and approximately 18% non-GAAP gross margins, for the full year 2024

Exceeded 25% revenue growth year-over-year from 2023 to 2024

LOS ANGELES, CA – March 28, 2025 – Xos, Inc. (NASDAQ: XOS) (“Xos” or the “Company”), a leading electric truck manufacturer and fleet services provider, today reported financial results for the fourth quarter and year ended December 31, 2024.
Fourth Quarter and Full Year 2024 Highlights:
●2024 revenue increased to $56.0 million, up from $44.5 million in 2023
●Delivered 297 units, up from 283 units in 2023
●Improved GAAP gross margins from a negative 2.9% in 2023 to positive 7.1% in 2024 and non-GAAP gross margins (adjusted for physical inventory write-offs and reserves) from negative 5.2% in 2023 to positive 18% in 2024.
●Reduced operating expenses by $13.8 million, or 21.7%, compared to 2023
●Received our largest customer order in 2025 for 193 units from UPS which is expected to be delivered in 2025
●Launched next-generation Xos Hub, and received our largest hub order for 19 units sold to Caltrans.

Dakota Semler, Chief Executive Officer of Xos, commented, "2024 was a breakout year for Xos. We delivered our most profitable year ever, expanded our customer base, and continued to innovate across multiple fronts. We’re thrilled about our progress with Blue Bird, where we’ve built an incredible all-electric powertrain for both their school bus and commercial chassis platforms. We also launched and delivered our first Winnebago units into a mobile medical fleet, an important step into specialized vehicle markets. We’re especially proud to now be a primary electric vehicle vendor for last-mile delivery fleets at UPS and FedEx Ground. And the new generation of our Xos Hub is already seeing adoption by utility and public sector leaders, including ABM, FP&L, Xcel, and Caltrans, helping them deploy electric vehicles faster and more reliably than ever before."



Fourth Quarter and Full Year 2024 Financial Highlights
Quarters ended Years ended
(in millions) 31 Dec 2024 30 Sep 2024 31 Dec 2024 31 Dec 2023
Revenues $11.5 $15.8 $56.0 $44.5
Gross (loss) profit ($3.7) $2.9 $4.0 $(1.3)
Non-GAAP gross profit (loss)(1)
$2.7 $3.7 $10.0 $(2.3)
Net loss $(19.0) $(10.5) $(50.2) $(75.8)
Loss from operations $(14.6) $(9.7) $(45.9) $(65.0)
Non-GAAP operating loss(1)
$(6.4) $(6.6) $(32.1) $(58.1)
Inventories $36.6 $42.4 $36.6 $37.8
Cash and cash equivalents and restricted cash(2)
$11.0 $9.2 $11.0 $11.6
____________________________
(1) For further information about how we calculate Non-GAAP gross profit (loss) and Non-GAAP operating loss, see below for the reconciliations of GAAP to non-GAAP financial measures provided in the tables included in this release.
(2) Includes cash and cash equivalents and restricted cash. Xos had no restricted cash at December 31, 2024 and 2023.
2025 Outlook:
Xos’s outlook for 2025 is as follows:
Revenue
 $50.2 to $65.8 million
Non-GAAP operating loss
 $17.2 to $14.0 million
Unit Deliveries (1)
 320 to 420 units
____________________________
(1) Unit deliveries forecast includes stepvans and our powertrain and Xos Hub products.
Liana Pogosyan, Acting Chief Financial Officer of Xos, added, “This year, we continued to increase our revenues, delivered the first full year GAAP positive gross margins and reduced total operating expenses. This quarter, we also achieved significant net cash provided by operating activities and our first ever positive Free Cash Flow.”
The outlook provided above is based on management beliefs and expectations as of the date of this press release. The results are based on assumptions that are believed to be reasonable as of this date, but may be materially affected by many factors, as discussed below in our “Cautionary Statement Regarding Forward-Looking Statements” disclaimer. Actual results may vary from the outlook above and the variations may be material. The Company undertakes no intent or obligation to publicly update or revise any of these projections, whether as a result of new information, future events or otherwise, except as required by law.



Conference Call and Webcast Details
Date / Time:        Friday, March 28, 2025, at 4:30 p.m. EDT / 1:30 p.m. PDT
Webcast:        https://viavid.webcasts.com/starthere.jsp?ei=1709599&tp_key=0358d3de2e
U.S. Toll-Free Dial In:    1-833-816-1411
International Dial In:    1-412-317-0507
Conference ID:        9502065

To access the call, please dial in approximately ten minutes before the start of the call.

For those unable to participate in the live call, an audio replay will be available following the call through midnight Friday, March 28, 2025. To access the replay, please call 1-844-512-2921 or 1-412-317-6671 (International) and enter access code 10197245. A replay of the webcast will also be archived shortly after the call and can be accessed on the Company's website.
About Xos, Inc.
Xos is a leading technology company, electric truck manufacturer, and fleet services provider for battery-electric fleets. Xos vehicles and fleet management software are purpose-built for medium- and heavy-duty commercial vehicles that travel on last-mile, back-to-base routes. The company leverages its proprietary technologies to provide commercial fleets with battery-electric vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine counterparts. For more information, please visit www.xostrucks.com.
Non-GAAP Financial Measures
The financial information in this press release has been presented in accordance with United States generally accepted accounting principles (“GAAP”) as well as on a non-GAAP basis to supplement Xos's condensed consolidated financial results. Xos's non-GAAP financial measures include operating cash flow less CapEx (Free Cash Flow), non-GAAP operating loss and non-GAAP gross profit (loss), which are defined below.

“Operating cash flow less CapEx (Free Cash Flow)” is defined as net cash provided by (used in) operating activities minus purchases of property and equipment.

“Non-GAAP operating loss” is defined as loss from operations adjusted for stock-based compensation, inventory write-downs and physical inventory and other adjustments.




“Non-GAAP gross profit (loss)” is defined as gross profit (loss) minus inventory write-downs and physical inventory and other adjustments.

Xos believes that the use of operating cash flow less CapEx (Free Cash Flow), non-GAAP operating loss and non-GAAP gross profit (loss) reflects additional means of evaluating Xos's ongoing operating results and trends. The presentation of these measures should not be construed as an inference that Xos's future results will be unaffected by unusual or non-recurring items. It is important to note Xos's computation of operating cash flow less CapEx (Free Cash Flow), non-GAAP operating loss and non-GAAP gross profit (loss) may not be comparable to other similarly titled measures computed by other companies, because not all companies may calculate operating cash flow less CapEx (Free Cash Flow), non-GAAP operating loss and non-GAAP gross profit (loss) in the same fashion. Non-GAAP information is not prepared under a comprehensive set of accounting rules and therefore, should only be read in conjunction with financial information reported under GAAP when understanding Xos's operating performance. A reconciliation between historical GAAP and non-GAAP financial information is provided in this press release.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding projected financial and performance information for 2024 and 2025; expectations and timing related to product deliveries and customer demand; sufficiency of existing cash reserves; customer acquisition and order metrics; ability to access additional capital and Xos’s long-term strategy and future growth. These forward-looking statements may be identified by the words “anticipate,” “believe,” “continue,” “likely,” “plan,” “possible,” “project,” “potential,” “predict,” “seem,” “seek,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “target,” “opportunity,” “may,” “might,” “could,” “should,” “will,” “would,” and similar expressions and any other statements that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) Xos’s liquidity and access to capital when needed, including its ability to service its indebtedness; (ii) Xos’s ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities, (iii) cost increases and delays in production due to supply chain shortages in the components needed for the production of Xos's vehicle chassis and battery system, (iv) Xos's ability to meet production milestones and fulfill backlog orders, (v) changes in the industries in which Xos operates, (vi) variations in operating performance across competitors, (vii) changes in laws and regulations affecting Xos's business, (viii) Xos's ability to implement its business plan or meet or exceed its financial projections, (ix) Xos's limited operating history, (x) Xos's ability to retain key personnel and hire additional personnel, particularly in light of current and potential labor shortages, (xi) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry, (xii) macroeconomic and political conditions, and (xiii) the outcome of any legal proceedings that may be instituted against Xos.



All forward-looking statements included in this press release are expressly qualified in their entirety by, and you should carefully consider, the foregoing factors and the other risks and uncertainties described under the heading “Risk Factors” included in Xos's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2024, Xos's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on November 14, 2024, and Xos's other filings with the SEC, copies of which may be obtained by visiting Xos's Investors Relations website at https://www.xostrucks.com/investor-overview or the SEC's website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Xos assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Xos does not give any assurance that it will achieve its expectations.
Contacts
Xos Investor Relations
investors@xostrucks.com
Xos Media Relations
press@xostrucks.com



Xos, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
Unaudited
(in thousands, except par value)
December 31, 2024
December 31, 2023
Assets
Cash and cash equivalents $ 10,996  $ 11,640 
Accounts receivable, net
26,870  15,142 
Inventories
36,567  37,843 
Prepaid expenses and other current assets 7,868  7,070 
Total current assets 82,301  71,695 
Property and equipment, net 6,111  14,660 
Operating lease right-of-use assets, net 3,193  4,991 
Other non-current assets
6,728  2,338 
Total assets $ 98,333  $ 93,684 
Liabilities and Stockholders’ Equity
Accounts payable $ 8,931  $ 2,756 
Convertible debt, current
19,970  — 
Other current liabilities 17,768  16,817 
Total current liabilities 46,669  19,573 
Convertible debt, non-current
—  19,920 
Earn-out shares liability
—  39 
Common stock warrant liability
121  395 
Other non-current liabilities
17,933  8,561 
Total liabilities 64,723  48,488 
Stockholders’ Equity
Common Stock $0.0001 par value, authorized 1,000,000 shares, 8,046 and 5,941
shares issued and outstanding at December 31, 2024 and 2023, respectively
Preferred Stock $0.0001 par value, authorized 10,000 shares, 0 shares issued and
outstanding at December 31, 2024 and 2023
—  — 
Additional paid-in capital
237,029  198,456 
Accumulated deficit (203,420) (153,261)
Total stockholders’ equity
33,610  45,196 
Total liabilities and stockholders’ equity $ 98,333  $ 93,684 




Xos, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss
Unaudited
Three Months Ended December 31, Twelve Months Ended December 31,
(in thousands, except per share amounts)
2024 2023 2024 2023
Revenues $ 11,474  $ 18,376  $ 55,961  $ 44,523 
Cost of goods sold
15,191  17,049  51,966  45,813 
Gross profit (loss)
(3,717) 1,327  3,965  (1,290)
   
Operating expenses
   
General and administrative
8,051  7,737  35,083  37,698 
Research and development
1,936  4,143  10,627  19,589 
Sales and marketing
868  1,275  4,129  6,388 
Total operating expenses
10,855  13,155  49,839  63,675 
Loss from operations
(14,572) (11,828) (45,874) (64,965)
Other expense, net
(4,812) (2,207) (4,561) (12,047)
Change in fair value of derivative instruments
421  146  274  671 
Change in fair value of earn-out shares liability
76  39  519 
Loss before provision for income taxes
(18,957) (13,813) (50,122) (75,822)
Provision for income taxes
24  14  37  21 
Net loss
$ (18,981) $ (13,827) $ (50,159) $ (75,843)
Other comprehensive income (loss)
Marketable debt securities, available-for-sale
Change in net unrealized gain, net of tax of $0, for the three and twelve months ended December 31, 2024 and 2023
—  —  —  739 
Total comprehensive loss
$ (18,981) $ (13,827) $ (50,159) $ (75,104)
   
Net loss per share (1)
   
Basic
$ (2.36) $ (2.33) $ (6.69) $ (13.11)
Diluted
$ (2.36) $ (2.33) $ (6.69) $ (13.11)
Weighted average shares outstanding (1)
Basic 8,034  5,933  7,500  5,787 
Diluted 8,034  5,933  7,500  5,787 

(1) Shares have been retrospectively adjusted for the 1-for-30 reverse stock split that occurred on December 6, 2023.






Reconciliation of Operating Cash Flow less CapEx (Free Cash Flow), Non-GAAP Operating Loss and Non-GAAP Gross Profit (Loss):
Operating Cash Flow less CapEx (Free Cash Flow):
Three Months Ended
December 31,
Twelve Months Ended
December 31,
Three Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
2024
Net cash provided by (used in) operating activities $ 3,298  $ (631) $ (48,795) $ (39,286) $ (11,517)
Purchase of property and equipment
—  (221) (304) (1,385) (148)
Free-Cash Flow $ 3,298  $ (852) $ (49,099) $ (40,671) $ (11,665)
Non-GAAP Operating Loss:
Three Months Ended
December 31,
Twelve Months Ended
December 31,
Three Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
2024
Loss from operations $ (14,572) $ (11,828) $ (45,874) $ (64,965) $ (9,691)
Stock-based compensation 1,823  1,598  7,710  7,906  2,247 
Inventory reserves 3,752  (721) 2,940  (1,876) 424 
Physical inventory and other adjustments 2,632  25  3,141  864  377 
Non-GAAP Operating Loss $ (6,365) $ (10,926) $ (32,083) $ (58,071) $ (6,643)

Non-GAAP Gross Profit (Loss):
Three Months Ended
December 31,
Twelve Months Ended
December 31,
Three Months Ended
September 30,
(in thousands) 2024 2023 2024 2023
2024
Gross profit (loss)
$ (3,717) $ 1,327  $ 3,965  $ (1,290) $ 2,864 
Inventory reserves 3,752  (721) 2,940  (1,876) 424 
Physical inventory and other adjustments 2,632  25  3,141  864  377 
Non-GAAP Gross Profit (Loss)
$ 2,667  $ 631  $ 10,046  $ (2,302) $ 3,665