--- schema_version: "secwatch.filing_event.v1" accession: "0001819493-23-000164" form_type: "8-K" ticker: "XOS" cik: "0001819493" company_name: "Xos, Inc." filed_at: "2023-06-23T23:59:59+00:00" generated_at: "2026-06-13T18:20:45.868517+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # Xos amends SEPA with Yorkville, extends facility to 2026, raises beneficial ownership limit to 9.99% ## Summary - Amendment changes Option 1 purchase price from average VWAP to lowest VWAP during 3-day pricing period. - Beneficial ownership limit increased from 4.99% to 9.99% of outstanding common stock. - Commitment period extended from March 2025 to February 11, 2026. - Side letter allows SEPA advances while convertible debentures outstanding; proceeds offset up to $3M/month principal, excess split 75% to company and 25% to optional redemption. - First Amendment to Convertible Debentures amends Primary Market definition. ## SEC filing metadata - accession: 0001819493-23-000164 - form_type: 8-K - ticker: XOS - cik: 0001819493 - company_name: Xos, Inc. - filed_at: 2023-06-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 1.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000164/0001819493-23-000164-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000164/xos-20230622.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001819493-23-000164 - JSON: https://secwatch.observer/filing/0001819493-23-000164.json - Plain text: https://secwatch.observer/filing/0001819493-23-000164.txt ## Key facts - Material Agreements Xos, Inc. amended First Amendment to the Convertible Debentures with YA II PN, Ltd. valued at Amendment to Primary Market definition in the Convertible Debentures (effective 2023-06-22). - Action: amendment - Agreement: notes offering - Counterparty: YA II PN, Ltd. - Value: Amendment to Primary Market definition in the Convertible Debentures - Effective: 2023-06-22 source text: On June 22, 2023, the Company and Yorkville entered into the First Amendment to the Convertible Debentures (the "Convertible Debentures Amendment") pursuant to which the Company and Yorkville agreed to amend the Primary Market definition in the Convertible Debentures. evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000164/0001819493-23-000164-index.htm - Material Agreements Xos, Inc. amended First Amendment to Standby Equity Purchase Agreement with YA II PN, Ltd. valued at Amendment to equity purchase agreement; changes to purchase price calculation, share denomination, b (effective 2023-06-22). - Action: amendment - Agreement: equity purchase - Counterparty: YA II PN, Ltd. - Value: Amendment to equity purchase agreement; changes to purchase price calculation, share denomination, b - Effective: 2023-06-22 source text: On June 22, 2023, the Company and Yorkville entered into the First Amendment to Standby Equity Purchase Agreement (the "SEPA Amendment"), in which the Company and Yorkville agreed to: (1) change the calculation of the purchase price of an Option 1 Advance from an average of lowest daily volume-weighted average prices (each, a "VWAP") of the Common Stock during a three-day pricing period to the lowest VWAP during such three-day pricing period; (2) change the denomination of any requested advances from the Company to Yorkville under the SEPA from dollars to shares; (3) increase Yorkville's beneficial ownership limitation under the SEPA from 4.99% to 9.99% of the outstanding Common Stock, provided that if any portion of an advance under the SEPA would cause Yorkville to exceed the beneficial ownership limitation due to Yorkville's ownership of the Company's securities convertible into Common Stock, then the maximum number of shares of Common Stock that such securities will be convertible evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000164/0001819493-23-000164-index.htm - Material Agreements Xos, Inc. amended Side Letter to the Securities Purchase Agreement with YA II PN, Ltd. valued at Removal of restriction on Company's ability to effect advances under SEPA; advance proceeds offset a (effective 2023-06-22). - Action: amendment - Agreement: equity purchase - Counterparty: YA II PN, Ltd. - Value: Removal of restriction on Company's ability to effect advances under SEPA; advance proceeds offset a - Effective: 2023-06-22 source text: On June 22, 2023, the Company and Yorkville entered into the Side Letter to the Securities Purchase Agreement (the "Side Letter"), pursuant to which the Company and Yorkville agreed, among other things, to remove the restriction on the Company's ability to effect an Advance (as defined in the SEPA) under the SEPA, provided that for so long as any Principal and Interest (each as defined in the Convertible Debentures) remaining outstanding under the Convertible Debentures, the Company may only (i) effect an advance under the SEPA if an event described in clause (i) or clause (ii) of Section 2(a) of the Convertible Debentures has occurred and has not been cured in accordance with clause (A), (B), or (C) of Section 2(a) of the Convertible Debentures, and (ii) designate an Option 1 Advance Amount (as defined in the SEPA Amendment). evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000164/0001819493-23-000164-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.