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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2022
XOS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-39598 | | 98-1550505 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
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3550 Tyburn Street
Los Angeles, California | | 90065 |
| (Address of principal executive offices) | | (Zip Code) |
(818) 316-1890
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | XOS | | Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | | XOSWW | | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On October 20, 2022, Sara Mathew informed Xos, Inc. (the "Company") of her resignation as a member of the board of directors of the Company (the "Board"), effective immediately. Ms. Mathew's resignation was due to her desire to devote more time to her other business interests and was not the result of any disagreements with the Company on any matter regarding the Company’s operations, policies or practices. Ms. Mathews served as a member of the Audit Committee of the Board (the "Audit Committee").
In connection with her resignation, 50,289 of Ms. Mathew's unvested restricted stock units granted under the Company's 2021 Equity Incentive Plan will vest.
Appointment of Director
On October 20, 2022, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), voted to appoint Stuart Bernstein as a Class III Director to fill the vacancy created by Ms. Mathew's resignation, effective immediately. Mr. Bernstein will serve until the Company's 2024 Annual Meeting, and until his successors have been duly elected and qualified, or until his earlier death, resignation or removal. The Board appointed Mr. Bernstein to the Audit Committee and Compensation Committee of the Board. The Board has determined that Mr. Bernstein qualifies as an independent director under the independence requirements set forth under Rule 5605(a)(2) of the Nasdaq Rules and listing standards.
There are no arrangements or understandings between Mr. Bernstein and any other persons pursuant to which he was selected as a director and there are no family relationships between Mr. Bernstein and any director or other executive officer of the Company.
In February 2021 and concurrently with the execution of the Agreement and Plan of Merger, as amended on May 14, 2021, by and among the Company (formerly known as NextGen Acquisition Corporation (“NextGen”)), Sky Merger Sub I, Inc. and Xos, Inc., (now known as Xos Fleet, Inc.), the Company entered into a Subscription Agreement with Mr. Bernstein, who was an advisor to NextGen and an affiliate of NextGen Sponsor LLC, pursuant to which he subscribed for 50,000 shares of the Company’s common stock, par value $0001, (the “Common Stock”.) for $500,000. Mr. Bernstein received the shares of the Company’s Common Stock on August 20, 2021.
In connection with his appointment to the Board and pursuant to the Company’s amended and restated non-employee director compensation policy (filed as Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 filed with the Securities and Exchange Commission (the "SEC") on August 11, 2022), Mr. Bernstein will receive the standard compensation received by non-employee directors serving on the Company’s Board. Pursuant to the standard compensation program, an initial award of restricted stock units with an aggregate value of $146,000, based on the 30-day average closing price of the Company’s Common Stock ending five days prior to the date of grant, will be granted on November 10, 2022. This represents a pro-rated amount of the non-employee director grant for his partial service in 2022 and 2023.
Additionally, the Company entered into its standard indemnification agreement with Mr. Bernstein (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 26, 2021).
Item 7.01 Regulation FD Disclosure.
On October 21, 2022, the Company issued a press release announcing the appointment of Mr. Bernstein to the Board. A copy of the Company’s press release announcing the appointment is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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| Item 9.01. | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
99.1 | | |
| 104 | | iXBRL language is updated in the Exhibit Index |
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 by the undersigned hereunto duly authorized.
Dated: October 26, 2022
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| XOS, INC. |
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| By: | /s/ Kingsley Afemikhe |
| | Kingsley Afemikhe |
| | Chief Financial Officer |
Xos Announces Appointment of Stuart Bernstein to Board of Directors
Clean technology industry veteran brings extensive experience to Xos Board
LOS ANGELES — October 21, 2022 — Xos, Inc. (NASDAQ: XOS), a leading technology company that provides fleet services, software solutions, and manufactures Class 5 through Class 8 battery-electric commercial vehicles, today announced that Stuart Bernstein has joined the Board of Directors (the “Board”), effective October 20th. Mr. Bernstein will serve as a member of the Audit and Compensation committees.
Mr. Bernstein will be a Class III director and will serve until the Annual meeting of stockholders in 2024, or such later time if he stands for re-election as a Board member and is re-elected. Mr. Bernstein will replace Ms. Sara Mathew, a current Class III director, who will be stepping down from the Board. Following the appointment of Mr. Bernstein, the Board will continue to comprise eight directors, six of whom are independent.
“We are pleased to welcome Stuart Bernstein to the Xos Board,” said Dakota Semler, Chairman and Chief Executive Officer of Xos. “Stuart’s deep experience working with newly public growth companies with a focus on clean technology, renewables, and sustainability will be invaluable to Xos as we continue to scale our business, fund our growth, and pursue our mission to decarbonize commercial transportation. I would also like to thank Sara for her outstanding contributions to Xos during this critical first year as a public company.”
“Decarbonizing transportation is something I’m deeply passionate about, and Xos is uniquely positioned to lead this evolution within the commercial trucking space,” said Mr. Bernstein. “I’m excited to join the Xos Board of Directors and support the Company as it executes on its strategic vision of a zero-emission future.”
“It has been an honor to serve on the Board of Directors at Xos during its initial year as a public company,” said Ms. Mathew. “I will continue to be a staunch supporter of the team and look forward to following their future successes.”
Mr. Bernstein is the Founder and Managing Member of Sustainable Capital LLC, a sustainable investment firm. Prior to that, he was a long-time partner at Goldman
Sachs, where during his 25-year career he founded and managed the Clean Technology and Renewables group within the investment banking division, working with many of the firm’s corporate and investor clients focused on sustainability. He also ran the Venture Capital Coverage effort, was co-head of Equity Capital Markets (ECM) and Global Head of the Technology Capital Markets Team where he advised on capital markets strategies and transactions with hundreds of late-stage private and early-stage public growth companies. Mr. Bernstein is also Senior Advisor to G2VP, a sustainable venture and growth investment firm; Story3 Capital Partners, a consumer, commerce, and content private equity firm; and Kimpact, a national affordable housing fund with a focus on environmental and social impact. Previously, Mr. Bernstein served as an advisor to NextGen Acquisition Corp (the predecessor company to Xos) and NextGen Acquisition Corp II, two special purpose acquisition companies.
Mr. Bernstein earned his MBA from the Harvard Business School and his MPA from the Harvard Kennedy School. He graduated Phi Beta Kappa from U.C. Berkeley. Mr. Bernstein is a Board Emeritus member of the Haas School of Business and a former Trustee of the UC Berkeley Foundation. He was also a founder of the Berkeley Energy & Climate Institute, and a former Advisory Board Member to the Lawrence Berkeley National Lab. Stuart also served on the board at Generate Capital and the California Chapter of the Nature Conservancy. Mr. Bernstein was awarded Business Leader of the Year by the Haas School of Business and is a recipient of the Distinguished Environmental Advocate Award by Environmental Advocates of New York.
About Xos, Inc.
Xos is a leading technology company, fleet services provider, and original equipment manufacturer of Class 5 through Class 8 battery-electric vehicles and the tools to adopt them. Xos vehicles and fleet management software are purpose-built for medium- and heavy-duty commercial vehicles that travel on last-mile, back-to-base routes of up to 270 miles or less per day. The company leverages its proprietary technologies to provide commercial fleets with zero-emission vehicles that are easier to maintain and more cost-efficient on a total cost of ownership (TCO) basis than their internal combustion engine counterparts. For more information, please visit www.xostrucks.com.
Contacts
Xos Investor Relations
investors@xostrucks.com
Xos Media Relations
press@xostrucks.com
Cautionary Statement Regarding Forward-Looking Statements
This press release may include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding Xos, Inc.’s (“Xos”) expected product deliveries. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) Xos’ ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities, (ii) cost increases and supply chain shortages in the components needed for the production of Xos’ vehicle chassis and battery system, (iii) changes in the industries in which Xos operates, (iv) changes in laws and regulations affecting Xos’ business, (v) Xos’ ability to retain key personnel and hire additional personnel, (vi) the risk of downturns and a changing regulatory landscape in the highly competitive electric vehicle industry and (vii) the outcome of any legal proceedings that may be instituted against Xos. You should carefully consider the foregoing factors and the other risks and uncertainties described under the heading “Risk Factors” included in Xos’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 and Xos’ other filings with the SEC, copies of which may be obtained by visiting Xos’ Investors Relations website at https://investors.xostrucks.com/ or the SEC's website at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Xos assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Xos does not give any assurance that it will achieve its expectations.