Xos Inc美股招股说明书(2026-06-05版)

Xos, Inc. 1,090,910 shares of Common Stock We are offering 1,090,910 shares of our common stock, par value $0.0001 per share (“common stock”),pursuant to this prospectus supplement and the accompanying prospectus. The offering price for each share ofcommon stock is $5.50. Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June3,2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $7.46 per share. As of June3, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $48,834,995, based on 12,567,531shares of outstanding common stock, of which6,546,246shares are held by non-affiliates, and the last reported sale price of our common stock of $7.46 pershare on June3, 2026. Pursuant to General InstructionI.B.6 of FormS-3, in no event will we sell securities in aprimary offering with a value exceeding more than one-third of our public float in any 12-month period so longas our public float remains below $75,000,000. We have engaged Roth Capital Partners, LLC, or the placement agent, as our exclusive placement agent inconnection with this offering (the “Offering”). This Offering is being conducted on a reasonable “best efforts”basis, and the placement agent has no obligation to buy any of the securities from us or to arrange for thepurchase or sale of any specific number or dollar amount of securities. We have agreed to pay the placementagent a cash fee equal to 6.5% of the aggregate gross proceeds raised in this Offering as set forth in the tablebelow. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement for more information. We are a “smaller reporting company” as defined in Rule12b-2of the ExchangeAct, and are subject toreduced public company reporting requirements. This prospectus complies with the requirements that apply toan issuer that is a smaller reporting company. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginningon page S-4 of this prospectus supplement and those found in the accompanying prospectus and undersimilar headings in the documents incorporated by reference herein and therein before investing in oursecurities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commissionhas approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense. (1)Represents a cash fee equal to 6.5% of the aggregate gross proceeds raised in this Offering. In addition, we haveagreed to reimburse certain expenses of the placement agent in connection with this offering. See “Plan ofDistribution” beginning on page S-11 of this prospectus supplement for a description of the compensation to bereceived by the placement agent. Roth Capital Partners The date of this prospectus supplement is June4, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiProspectus SummaryS-1The OfferingS-3Risk FactorsS-4NoteRegarding Forward-Looking StatementsS-5Use of ProceedsS-8Dividend PolicyS-9DilutionS-10Plan of DistributionS-11Legal MattersS-13ExpertsS-13Where You Can Find More InformationS-13Incorporation of Certain Information by ReferenceS-14 Prospectus About This ProspectusiiProspectus Summary1Risk Factors6Cautionary NoteRegarding Forward-Looking Statements7Use of Proceeds9Description of Capital Stock10Description of Debt Securities20Description of Warrants26Description of Units28Legal Ownership of Securities29Plan of Distribution32Legal Matters34Experts34Where You Can Find More Information34Incorporation of Certain Information by Reference35 ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part consists of this prospectus supplement, which providesyou with specific information about this Offering. The second part, the accompanying prospectus, providesmore general information, some of which may not apply to this Offering. Generally, when we refer only to the“prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or changeinformation contained in the accompanying prospectus. To the extent that any statement we make in thisprospectus supplement is inconsistent with statements made in the accompanying prospectus or any documentsincorporated by reference herein or therein as of the date of this prospectus supplement, the statements made inthis prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectusand such documents incorporated by reference herein and therein. You should carefully read this prospectussupplement and the accompanying prospectus, including the information incorporated by reference herein andtherein, and any related free writing prospectus that we have authorized for use in connection with