Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2026, Xos, Inc. (the "Company") entered into (i) a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain institutional investors (the "Purchasers") and (ii) a Placement Agency Agreement (the "Placement Agency Agreement") with Roth Capital Partners, LLC ("Roth"), pursuant to which Roth acted as the Company's exclusive placement agent in connection with a registered direct offering of 1,090,910 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), at a purchase price of $5.50 per share. On June 5, 2026, the Company completed the sale of the Shares pursuant to the Securities Purchase Agreement. The aggregate gross proceeds to the Company from the offering were approximately $6.0 million, before deducting placement agent fees and other offering expenses.

Pursuant to the Securities Purchase Agreement, the Shares were offered and sold to the Purchasers under the Company's effective shelf registration statement on Form S-3 (File No. 333-272284), which was declared effective by the Securities and Exchange Commission (the "SEC") on June 8, 2023, and a prospectus supplement filed with the SEC pursuant to Rule 424(b) on June 5, 2026.

The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary closing conditions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made solely for the benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. In addition, such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties and not as statements of fact and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by investors. Accordingly, the Securities Purchase Agreement is filed with this Current Report on Form 8-K only to provide investors with information regarding its terms and not to provide investors with any other factual information regarding the Company. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of the other parties thereto.

Pursuant to the Placement Agency Agreement, the Company agreed to pay Roth a cash fee equal to 6.5% of the aggregate gross proceeds received by the Company in the offering and to reimburse certain expenses of Roth in an aggregate amount of up to $75,000. The Placement Agency Agreement contains customary representations, warranties and indemnification obligations of the Company.

The foregoing descriptions of the Placement Agency Agreement and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Placement Agency Agreement and the Securities Purchase Agreement, copies of which are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

A copy of the opinion of Proskauer Rose LLP relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report.