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Get filing alertsXos slashes convertible note price 83% to $12/share, adds forced conversion at $16
Filed May 13, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
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high
Conversion price on $20M note cut from $71.45 to $12.00 per share, allowing creditor Aljomaih to convert debt into 5.9x more shares and significantly diluting existing shareholders.
Item 1.01 verify on EDGAR → -
high
New mandatory conversion clause lets Xos force debt-to-equity conversion if stock trades above $16 for 20 of 30 days, giving company path to eliminate debt but triggering dilution.
Item 1.01 verify on EDGAR → -
medium
Third amendment to same convertible note since August 2022 issuance signals ongoing financial restructuring and potential difficulty servicing debt obligations.
Item 9.01 verify on EDGAR →
Summary
Xos has dramatically restructured a $20 million convertible note with creditor Aljomaih Automotive, slashing the conversion price by 83% from $71.45 to $12.00 per share. This is the third time the company has amended this note since issuing it in August 2022, suggesting ongoing challenges managing its debt load.
The lower conversion price means if Aljomaih converts, they'll receive nearly six times more shares than under the previous terms, substantially diluting current shareholders. The amendment also introduces a new mechanism: Xos can now force conversion if its stock stays above $16 for most of a month. This gives management a tool to eliminate debt if the stock recovers, though it guarantees dilution at that point.
For retail investors, the key question is whether this restructuring buys Xos enough breathing room to execute its business plan, or signals deeper financial distress. Watch the stock price relative to the $12 and $16 thresholds, and monitor whether Aljomaih actually converts or the company forces conversion.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Xos amended $20M convertible note, lowering conversion price from $71.451 to $12.00/share and adding mandatory conversion feature.
Added in current filing · verify on EDGAR →
The Third A&R Note altered the convertible promissory note issued by the Company to Aljomaih on August 11, 2022, in an original principal amount of $20 million (as subsequently amended, the "Convertible Note") to reduce the conversion price from $71.451 per share (as adjusted for the 1-for-30 reverse stock split effected on December 6, 2023) of the Company's common stock, par value $0.0001 per share ("Common Stock"), to $12.00 per share of Common Stock (subject to customary proportional adjustment).
Xos and Aljomaih Automotive amended a $20 million convertible promissory note originally issued in August 2022. The conversion price was reduced from $71.451 per share to $12.00 per share. This substantial reduction in conversion price means Aljomaih can convert the debt into significantly more shares of common stock, which would dilute existing shareholders but may help Xos reduce debt obligations.
Added in current filing · verify on EDGAR →
The Third A&R Note also adds a mandatory conversion feature to the Convertible Note pursuant to which the Company may compel the conversion of the Convertible Note if the Daily VWAP (as defined in the Convertible Note) of the Common Stock exceeds $16.00 per share (subject to customary proportional adjustment) for at least twenty out of thirty consecutive trading days.
The amended note now allows Xos to force conversion of the debt into equity if the stock price stays above $16.00 per share for at least 20 out of 30 consecutive trading days. This gives the company a mechanism to eliminate the debt obligation if the stock performs well, though it would result in shareholder dilution at that time.
Event · Item 9.01 — Financial Statements and Exhibits
Xos amended its convertible promissory note with Aljomaih Automotive for the third time, signaling ongoing debt restructuring activity.
Added in current filing · verify on EDGAR →
Third Amended and Restated Convertible Promissory Note, dated as of May 8, 2026, by and among Xos, Inc. and Aljomaih Automotive Co.
Xos entered into a third amendment and restatement of a convertible promissory note with Aljomaih Automotive Co. on May 8, 2026. The repeated amendments suggest ongoing negotiations or changes to debt terms, though the specific modifications are not disclosed in this 8-K filing itself.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 8, 2026 · How we verify