Xos, Inc. Secures $100M Loan Facility, Appoints New Director

TL;DR

Xos just got a $100M lifeline from Fortress and swapped a director. Big cash injection!

AI Summary

On March 26, 2024, Xos, Inc. filed an 8-K detailing the departure of director Robert M. Smith and the appointment of Joshua E. Smith as a new director. The filing also disclosed the company's entry into a new credit agreement with an affiliate of Fortress Investment Group LLC, which provides for a $100 million senior secured term loan facility. This facility is intended to provide additional liquidity for Xos's operations and growth initiatives.

Why It Matters

The $100 million credit facility from Fortress provides Xos with crucial funding to support its operations and expansion plans, while the board change could signal a shift in strategic direction or governance.

Risk Assessment

Risk Level: medium — The company is raising significant debt, which increases financial leverage and risk, alongside a change in board composition that could indicate internal shifts.

Key Numbers

• $100 million — Senior Secured Term Loan Facility (Provides additional liquidity for operations and growth.)

Key Players & Entities

• Xos, Inc. (company) — Registrant
• Robert M. Smith (person) — Departing Director
• Joshua E. Smith (person) — Appointed Director
• Fortress Investment Group LLC (company) — Lender Affiliate
• $100 million (dollar_amount) — Senior Secured Term Loan Facility Amount

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

• ef20025181_8k.htm (8-K) — 52KB
• ef20025181_ex99-1.htm (EX-99.1) — 13KB
• 0001140361-24-015269.txt ( ) — 252KB
• xos-20240326.xsd (EX-101.SCH) — 4KB
• xos-20240326_def.xml (EX-101.DEF) — 18KB
• xos-20240326_lab.xml (EX-101.LAB) — 27KB
• xos-20240326_pre.xml (EX-101.PRE) — 20KB
• ef20025181_8k_htm.xml (XML) — 6KB

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information provided in the Introductory Note is incorporated by reference herein. immediately prior to the effective time of the Arrangement (the "Effective Time") was converted automatically into the right to receive 0 .0143739 of a share of common stock of Xos, par value $0.0001 per share (the "Common Stock"). At the Effective Time, (i) each ElectraMeccanica deferred share unit, performance share unit and restricted share unit that was outstanding immediately prior to the Effective Time vested and was settled by ElectraMeccanica in exchange for one ElectraMeccanica Share, subject to applicable withholdings; (ii) each ElectraMeccanica option to purchase ElectraMeccanica Shares that was outstanding immediately prior to the Effective Time, all of which were out-of-the-money at such time, was cancelled without any payment therefor; and (iii) each outstanding purchase warrant to acquire ElectraMeccanica Shares remains outstanding following the closing of the Arrangement and remains exercisable pursuant to the terms and conditions of the warrant certificates representing such ElectraMeccanica warrants. The foregoing summary description of the completion of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of (i) the Arrangement Agreement, which was filed as Exhibit 2.1 to the Current Reports on Form 8-K filed by Xos with the SEC on January 11, 2024, and is incorporated by reference into this Item 2.01. and (ii) the Amendment Agreement, which was filed as Exhibit 2.1 to the Current Reports on Form 8-K filed by Xos with the SEC on January 31, 2024.

02

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 2.01 of this Current Report on Form 8-K is hereby incorporated into this Item 3.02. The Common Stock issued by Xos in connection with the Arrangement were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 3(a)(10) of the Securities Act based on the final order of the Supreme Court of British Columbia issued on March 22, 2024, approving the Plan of Arrangement following a hearing by the court which considered, among other things, the fairness of the Arrangement to the persons affected.

02

Item 5.02 Departure of Directors; Election of Directors As of the Effective Time, the Xos board increased the number of directors on the Xos board from seven (7) to nine (9) and appointed three (3) of the ElectraMeccanica board members to the Xos board including each of (i) Luisa Ingargiola, (ii) Dietmar Ostermann and (iii) Michael Richardson. Six (6) of the seven (7) Xos board members being Dakota Semler, Giordano Sordoni, Ed Rapp, George Mattson, Stuart Bernstein and Alice Jackson, remain on the Xos board. As of the Effective Time, Burt Jordan ceased serving as a member of the board of the directors of the Company and each committee thereof. Ms. Ingargiola served as a member of the ElectraMeccanica Board since March 2018. Since 2007, Ms. Ingargiola has served as the Chief Financial Officer of Avalon GloboCare Corp. (NASDAQ: ALBT), a leading biotech health care company that is developing cell based therapeutic and diagnostic technologies for cancer and other diseases. From 2007 through 2016, Ms. Ingargiola served as the Chief Financial Officer at MagneGas Corporation (NASDAQ: MNGA). Prior to 2007, Ms. Ingargiola held various roles as Budget Director and Investment Analyst in several private companies. She currently serves as a director and audit committee chair for several public companies, including Dragonfly Energy Holdings Corp. (NASDAQ: DFLI), Vision Marine Technologies, Inc. (NASDAQ: VMAR), and BioCorRx Inc. (OTCQB: BICX), and previously served on the boards of directors of AgEagle (NYSE: UAVS), Progress Acquisition Corporation (NASDAQ: PGRWU), Siyata Mobile Inc. (NASDAQ: SYTA) and MagneGas Corporation (NASDAQ: MNGA). Ms. Ingargiola graduated from Boston University with a bachelor's degree in Business Administration and a concentration in Finance. She also received a Master of Health Administration from the University of South Florida. Mr. Ostermann served as a member of the ElectraMeccanica Board since July 2022. Mr. Ostermann consulted to many of the to

01

Item 8.01. Other Events. Press Release On March 26, 2024 Xos issued a press release announcing the closing of the Arrangement. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a)

Financial Statements of Businesses or Funds Acquired

Financial Statements of Businesses or Funds Acquired The Company will file the financial statements required by this item in connection with the Arrangement by amendment to this Current Report on Form 8-K to be filed no later than 71 calendar days after the date on which this Current Report on Form 8-K is due. (b) Pro Forma Financial Information The Company will file the pro forma financial information required by this item in connection with the Arrangement by amendment to this Current Report on Form 8-K to be filed no later than 71 calendar days after the date on which this Current Report on Form 8-K is due. (d) Exhibits Exhibit Number Description 2.1* Arrangement Agreement by and between Xos and ElectraMeccanica dated January 11, 2024 (incorporated by reference to Exhibit 2.1 of Xos' Current Report on Form 8-K (File No. 001-39598), filed with the SEC on January 11, 2020) 2.2 Amendment Agreement by and between Xos and ElectraMeccanica dated January 31, 2024 (incorporated by reference to Exhibit 2.1 to ElectraMeccanica's Current Report on Form 8-K filed with the SEC on February 1, 2024) 10.1 Form of Indemnification Agreement, by and between Xos and its directors and officers (incorporated by reference to Exhibit 10.5 of Xos' Annual Report on Form 10-K filed with the SEC on March 31, 2023). 99.1 Press Release dated March 26, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished. 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 b

View Full Filing

View this 8-K filing on SEC EDGAR