Xos, Inc. Stockholders Vote on Key Corporate Changes

TL;DR

XOS stockholders met, voted on share increases & reverse splits. Meeting adjourned for more votes.

AI Summary

On March 20, 2024, Xos, Inc. filed an 8-K report to announce the results of its special meeting of stockholders held on March 19, 2024. The primary proposals voted on included the approval of an amendment to the company's certificate of incorporation to increase the number of authorized shares of common stock and the approval of a reverse stock split. The company also disclosed the adjournment of the meeting to allow for further solicitation of proxies.

Why It Matters

The outcome of these stockholder votes, particularly regarding the increase in authorized shares and a potential reverse stock split, could significantly impact the company's stock price and its ability to raise future capital.

Risk Assessment

Risk Level: medium — The proposals voted on, such as increasing authorized shares and a reverse stock split, often indicate potential financial distress or a need to meet exchange listing requirements, which can be risky for investors.

Key Players & Entities

• Xos, Inc. (company) — Registrant
• March 20, 2024 (date) — Date of Report
• March 19, 2024 (date) — Date of Special Meeting
• certificate of incorporation (legal_document) — Document to be amended
• common stock (security) — Stock affected by proposals

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share XOS The Nasdaq
• $345.00 — of Common Stock at an exercise price of $345.00 per share XOSWW The Nasdaq Capital

Filing Documents

• ef20024754_8k.htm (8-K) — 35KB
• 0001140361-24-014371.txt ( ) — 213KB
• xos-20240320.xsd (EX-101.SCH) — 4KB
• xos-20240320_def.xml (EX-101.DEF) — 18KB
• xos-20240320_lab.xml (EX-101.LAB) — 27KB
• xos-20240320_pre.xml (EX-101.PRE) — 20KB
• ef20024754_8k_htm.xml (XML) — 6KB

07 Submission

Item 5.07 Submission of Matters to a Vote of Security Holders. As previously disclosed, Xos, Inc., a Delaware corporation ("Xos"), entered into an Arrangement Agreement on January 11, 2024 (the "Arrangement Agreement"), with ElectraMeccanica Vehicles Corp., a corporation existing under the laws of the Province of British Columbia ("ElectraMeccanica"), pursuant to which Xos agreed to acquire all of the issued and outstanding common shares of ElectraMeccanica (the "ElectraMeccanica Shares") pursuant to a plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act (British Columbia) (the "Arrangement"). On March 20, 2024, Xos held a special meeting of its stockholders (the "Special Meeting") at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the joint proxy statement/management information circular on Schedule 14A, filed with the U.S. Securities and Exchange Commission on February 13, 2024 (the "Joint Proxy Statement/Circular"). As of January 22, 2024, the record date for the Special Meeting, there were 5,954,294 shares of common stock, par value $0.0001 per share, of Xos ("Xos Shares") issued and outstanding. At the Special Meeting, a quorum of 3,212,530 Xos Shares, representing 53.95% of the total Xos Shares outstanding and entitled to vote, were represented in person or by proxy at the Special Meeting. The final voting results for each proposal are described below: The Xos Share Issuance Proposal — The proposal to approve the issuance of Xos Shares to shareholders of ElectraMeccanica pursuant to the Arrangement Agreement, which is further described in the Joint Proxy Statement/Circular, including in the section entitled " The Arrangement Agreement and Related Agreements " (the "Xos Share Issuance Proposal"). Approval of the Xos Share Issuance Proposal required the affirmative vote of a majority of votes cast at the Special Meeting on the Xos Share Issuance Proposal. The Xos S

View Full Filing

View this 8-K filing on SEC EDGAR