Xos Inc美股招股说明书(2026-06-23版)

Xos, Inc. Up to $8,779,902 Common Stock We have entered into a sales agreement (“Sales Agreement”) with Roth Capital Partners, LLC (“Roth Capital Partners”) relatingto shares of our common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement andaccompanying prospectus. In accordance with the terms of such Sales Agreement and pursuant to the requirements of GeneralInstruction I.B.6 to Form S-3, we may offer and sell shares of our common stock pursuant to this prospectus supplement and theaccompanying prospectus having an aggregate offering price of up to $8,779,902 from time to time through Roth Capital Partnersacting as our sales agent (the “Offering”). Our common stock is currently listed on the Nasdaq Capital Market under the symbol “XOS.” On June 17, 2026, the last reportedsale price of our common stock on the Nasdaq Capital Market was $3.385 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in salesdeemed to be an “at-the-market” equity offering as defined in Rule415(a)(4)promulgated under the Securities Actof1933, asamended (the “Securities Act”). Roth Capital Partners is not required to sell any specific amount of securities, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenRoth Capital Partners and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Roth Capital Partners for sales of common stock sold pursuant to the Sales Agreement will be 3.0% of theaggregate gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the commonstock on our behalf, Roth Capital Partners may be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation of Roth Capital Partners may be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Roth Capital Partners with respect to certain liabilities, including liabilities under the SecuritiesAct or the Securities ExchangeActof1934, as amended, (the “ExchangeAct”). See “Plan of Distribution” beginning on pageS-12 foradditional information regarding the compensation to be paid to Roth Capital Partners. We are a “smaller reporting company” asdefined in Rule 12b-2of the Exchange Act, and are subject to reduced public company reporting requirements. This prospectuscomplies with the requirements that apply to an issuer that is a smaller reporting company. As of June 17, 2026, the aggregate market value of our outstanding shares of common stock held by non-affiliates wasapproximately $60,440,502, based on 13,718,819shares of outstanding common stock, of which 8,101,944shares are held by non-affiliates, and the last reported sale price of our common stock of $7.46 per share on June 3, 2026. Pursuant to GeneralInstructionI.B.6 of FormS-3, in no event will we sell securities in a primary offering with a value exceeding more than one-third ofour public float in any 12-month period so long as our public float remains below $75,000,000. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on pageS-4 of thisprospectus supplement and those found in the accompanying prospectus and under similar headings in the documentsincorporated by reference herein and therein before investing in our securities. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Roth Capital Partners The date of this prospectus supplement is June 22, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiProspectus SummaryS-1The OfferingS-3Risk FactorsS-4NoteRegarding Forward-Looking StatementsS-6Use of ProceedsS-9Dividend PolicyS-10DilutionS-11Plan of DistributionS-12Legal MattersS-13ExpertsS-13Where You Can Find More InformationS-13Incorporation of Certain Information by ReferenceS-14 Prospectus About This ProspectusiiProspectus Summary1Risk Factors5Cautionary Note Regarding Forward-Looking Statements6Use of Proceeds9Description of Capital Stock9Description of Debt Securities19Description of Warrants27Description of Units29Legal Ownership of Securities30Plan of Distribution33Legal Matters35Experts35Where You Can Find More Information35Incorporation of Certain Information by Reference36 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3 that we have filedwith the SEC, utilizing a “shelf” registration process. By using a shelf registration statement, we may offer shares