xos-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-39598

XOS, INC.

______________________________________________________________________________

(Exact name of registrant as specified in its charter)


Delaware						98-1550505
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, CA						90065
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (818) 316-1890

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.0001 par value per share	XOS	The Nasdaq Capital Market
Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share	XOSWW	The Nasdaq Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant had outstanding 8,311,692 shares of Common Stock, $0.0001 par value as of May 6, 2025.


			Page
Part I - Financial Information			3
Item 1. Financial Statements (Unaudited)			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			32
Item 3. Quantitative and Qualitative Disclosures About Market Risk			40
Item 4. Controls and Procedures			40
Part II - Other Information			43
Item 1. Legal Proceedings			43
Item 1A. Risk Factors			43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			43
Item 3. Defaults Upon Senior Securities			43
Item 4. Mine Safety Disclosures			43
Item 5. Other Information			43
Item 6. Exhibits			44
Signatures			45


			Page
Condensed Consolidated Balance Sheets as of March 31 , 202 5 (Unaudited) and December 31, 202 4			7
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31 , 202 5 (Unaudited) and 202 4 (Unaudited)			8
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 (Unaudited) and 202 4 (Unaudited)			9
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 20 25 (Unaudited) and 202 4 (Unaudited)			10
Notes to Condensed Consolidated Financial Statements (Unaudited)			12


	March 31, 2025		December 31, 2024
Assets
Cash and cash equivalents	$	4,758	$	10,996
Accounts receivable, net	22,210		26,870
Inventories	38,006		36,567
Prepaid expenses and other current assets	8,115		7,868
Total current assets	73,089		82,301
Property and equipment, net	5,212		6,111
Operating lease right-of-use assets, net	2,787		3,193
Other non-current assets	6,593		6,728
Total assets	$	87,681	$	98,333

Liabilities and Stockholders’ Equity
Accounts payable	$	6,514	$	8,931
Convertible debt, current	19,982		19,970
Other current liabilities	18,878		17,768
Total current liabilities	45,374		46,669
Common stock warrant liability	175		121
Other non-current liabilities	17,325		17,933
Total liabilities	62,874		64,723
Commitments and contingencies (Note 14)
Stockholders’ Equity
Common stock $0.0001 par value per share, authorized 1,000,000 shares, 8,102 and 8,046 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	1		1
Preferred stock $0.0001 par value per share, authorized 10,000 shares, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Additional paid-in capital	238,412		237,029
Accumulated deficit	(213,606)		(203,420)

Total stockholders’ equity	24,807		33,610
Total liabilities and stockholders’ equity	$	87,681	$	98,333


	Three Months Ended March 31,
	2025		2024
Revenues	$	5,879	$	13,162
Cost of goods sold	4,668		10,374
Gross profit	1,211		2,788

Operating expenses
General and administrative	7,896		8,959
Research and development	1,930		3,074
Sales and marketing	654		998
Total operating expenses	10,480		13,031

Loss from operations	(9,269)		(10,243)

Other expense, net	(851)		(584)
Change in fair value of derivative instruments	(54)		(168)
Change in fair value of earn-out shares liability	—		(3)
Loss before provision for income taxes	(10,174)		(10,998)
Provision for income taxes	12		5
Net loss	$	(10,186)	$	(11,003)

Net and comprehensive loss	$	(10,186)	$	(11,003)

Net loss per share
Basic	$	(1.26)	$	(1.80)
Diluted	$	(1.26)	$	(1.80)
Weighted average shares outstanding
Basic	8,076		6,108
Diluted	8,076		6,108


	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Par Value

Balance at December 31, 2023	5,941	$	1	$	198,456	$	(153,261)	$	45,196
Stock options exercised	21	—		—		—		—
Stock based compensation expense	—	—		1,968		—		1,968
Issuance of common stock for vesting of restricted stock units	30	—		—		—		—
Shares withheld related to net share settlement of stock-based awards	(14)	—		(258)		—		(258)
Issuance of common stock for ElectraMeccanica acquisition	1,766	—		31,856		—		31,856
Issuance of common stock for commitment shares under the Standby Equity Purchase Agreement	6	—		47		—		47
Net and comprehensive loss	—	—		—		(11,003)		(11,003)
Balance at March 31, 2024	7,750	$	1	$	232,069	$	(164,264)	$	67,806

	Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Par Value

Balance at December 31, 2024	8,046	$	1	$	237,029	$	(203,420)	$	33,610
Stock options exercised	—	—		—		—		—
Stock based compensation expense	—	—		1,523		—		1,523
Issuance of common stock for vesting of restricted stock units	98	—		—		—		—
Shares withheld related to net share settlement of stock-based awards	(42)	—		(140)		—		(140)
Net and comprehensive loss	—	—		—		(10,186)		(10,186)
Balance at March 31, 2025	8,102	$	1	$	238,412	$	(213,606)	$	24,807


Reconciliation of Cash, Cash Equivalents and Restricted Cash to Unaudited Condensed Consolidated Balance Sheets:
Cash and cash equivalents	$	4,758	$	46,168
Restricted cash	—		1,115
Total cash, cash equivalents and restricted cash	$	4,758	$	47,283

Supplemental disclosure of cash flow information
Cash paid for income taxes	$	—	$	16
Supplemental disclosure of non-cash investing and financing activities
Purchase of property and equipment in accounts payable	$	—	$	(16)
Net assets acquired in acquisition of ElectraMeccanica Vehicles Corp.	$	—	$	54,630
Xos common stock issued in exchange for ElectraMeccanica Vehicles Corp.	$	—	$	(31,856)


Purchase consideration (1)	$	(35,588)

Assets acquired
Cash and cash equivalents	$	50,240
Restricted cash	1,115
Prepaid expenses and other current assets	1,539
Other non-current assets	1,736
Total identifiable assets acquired	$	54,630

Liabilities assumed
Accounts payable	$	(804)
Other current liabilities (2)	(1,903)
Other non-current liabilities (2)	(16,335)
Total liabilities assumed	$	(19,042)

Net assets acquired and liabilities assumed	$	35,588


(in thousands)	Balance Sheet Location	March 31, 2025		December 31, 2024
Lease receivable		$	2,476	$	2,528
Allowance for expected credit losses		(719)		(719)
Lease receivable, net		1,757		1,809
Less: current portion of lease receivable	Prepaid expenses and other current assets	(1,303)		(1,264)
Lease receivable, non-current	Other non-current assets	$	454	$	545


	Future Lease Receivables/Payments (in thousands)
Fiscal year	Sales-Type Leases		Operating Leases
2025	$	1,303	$	13
2026	429		0
2027	14		0
2028	11		0
Thereafter	0		0
Total lease payments	$	1,757	$	13


	March 31, 2025		December 31, 2024
Raw materials	$	22,182	$	24,943
Work in process	4,879		6,983
Finished goods	10,945		4,641
Total inventories	$	38,006	$	36,567


	Three Months Ended March 31,
	2025		2024
Warranty liability, beginning of period	$	740	$	1,306
Reduction in liability (payments)	(308)		(522)
Increase in liability	431		415
Warranty liability, end of period	$	863	$	1,199


	Three Months Ended March 31,
	2025		2024
Product and service revenue
Stepvans & vehicle incentives(1)	$	3,584	$	11,585
Powertrains & Hubs(1)	1,592		422
Other product revenue	467		628
Total product revenue	5,643		12,635
Ancillary revenue	236		527
Total revenues	$	5,879	$	13,162


	March 31, 2025		December 31, 2024
Prepaid inventories	$	1,738	$	725
Prepaid expenses and other(1)	2,541		2,814
Lease receivable	1,303

SEC Form 10-Q filed by Xos Inc.