10-K/A: Xos, Inc. Files Amendment to 2025 Annual Report

Xos, Inc. has filed an amendment to its 2025 Annual Report on Form 10-K, primarily to include omitted language regarding critical audit matters and to provide updated information for Part III of the filing.

Summary

• This filing is an amendment (Amendment No. 1) to Xos, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The amendment is being filed to include language related to critical audit matters in the auditor's report, which was inadvertently omitted from the original filing.
• It also includes information for Part III of the original Form 10-K (Items 10, 11, 12, 13, and 14) that was previously omitted under a general instruction.
• A reference on the cover of the original filing regarding incorporation by reference of proxy statement portions into Part III has been deleted.
• New certifications from the CEO and CFO under Section 302 and 906 of the Sarbanes-Oxley Act, and a new consent from the independent registered public accounting firm, are included as exhibits.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing as neutral to slightly negative due to the nature of an amendment correcting omissions, although it does not introduce new negative financial information. The underlying concerns about going concern and liquidity remain significant.

Positives

• The company is rectifying previous omissions by filing an amendment, demonstrating a commitment to complete and accurate disclosure.
• The inclusion of critical audit matters in the auditor's report enhances transparency for investors regarding significant audit judgments.
• The filing includes updated certifications from key executives, reinforcing their responsibility for financial reporting and internal controls.

Negatives

• The original filing contained inadvertent omissions, requiring an amendment, which could raise questions about the initial review process.
• The need to include previously omitted Part III information suggests a potential oversight in the original filing preparation.

Risks

• The financial statements, as presented in the original filing, were prepared assuming the company will continue as a going concern, with net losses and negative cash flows raising substantial doubt about its ability to continue as a going concern.
• Global economic conditions, geopolitical events, and supply chain disruptions continue to pose risks to the company's business, operating results, cash flows, liquidity, and financial condition.
• The company's ability to access capital is critical, and there is no assurance that such capital will be available when needed on favorable terms or at all, which could lead to delays, scaling back, or abandonment of operations.
• The company is dependent on its suppliers, many of whom are single-source, and any inability to secure components could adversely affect operations.
• The company has significant net operating loss carryforwards that may be subject to limitations under Section 382 and Section 383 of the Internal Revenue Code, potentially restricting their future use.

Future Outlook

The company's ability to continue as a going concern is subject to uncertainty, and management is exploring strategies to increase liquidity and fund future operations, including capital raising through debt, non-dilutive financing, and equity financing. The company may sell additional shares under an at-the-market offering. The SEPA expired on February 11, 2026. The company believes there is substantial doubt about its ability to provide sufficient liquidity for the next twelve months, and absent successful capital raising or debt management, could be required to seek bankruptcy protection.

Management Comments

• Liana Pogosyan certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
• Dakota Semler certifies that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading.
• Both Dakota Semler and Liana Pogosyan certify that the report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Industry Context

StockSavvy.ai notes that this filing is a procedural amendment to a 10-K, indicating the company is addressing disclosure requirements and internal control reporting. The underlying financial performance and going concern issues highlighted in the 10-K remain the primary focus for investors, irrespective of this amendment.

Corporate Governance

Legal Proceedings

• On October 10, 2025, the Supreme Court of British Columbia issued a judgment in favor of a former employee of EMV for approximately $0.5 million related to severance arrangements.
• A former employee has claimed certain amounts are due under a contract related to their separation from the company; the company denies these claims and has reserved amounts for potential settlement.

Related Party Transactions

• During 2025 and 2024, the company incurred rent expense of $0.6 million and $0.7 million, respectively, related to lease agreements with Fitzgerald Manufacturing Partners, whose owner is a stockholder of the company.
• During 2024, the company sold two Hubs to Xcel Energy for $0.5 million; a director of Xos, Alice Yake, served as Senior Vice President at Xcel Energy through March 17, 2025.

Stakeholder Impact

• Shareholders: The amendment addresses disclosure requirements, but the underlying financial health and going concern issues remain critical for shareholder value.
• Creditors: The company's liquidity and ability to meet debt obligations are paramount, and the ongoing need for capital raises concerns.
• Employees: The company's financial stability directly impacts job security and compensation, especially given salary reductions and bonus plan structures.
• Suppliers: Dependence on single-source suppliers and potential supply chain disruptions pose risks that could affect production and delivery.

Next Steps

• The company is continuing to explore options to increase liquidity and resolve going concern issues.
• Management is reviewing additional actions to alleviate substantial doubt about the company's ability to continue as a going concern.
• The company may need to seek protection under Chapters 7 or 11 of the United States Bankruptcy Code if it cannot collect outstanding receivables, obtain sufficient new capital, or extend existing debt maturities.

Key Dates

Recommendation

The amendment itself is procedural and does not introduce new financial performance data. The underlying financial condition, particularly the going concern warning and liquidity challenges, necessitates a cautious approach. While the company is actively seeking capital, the uncertainty remains high. A 'hold' recommendation reflects the need for further clarity on the company's ability to secure funding and stabilize operations before considering a more definitive investment stance.

Keywords

Xos Inc, 10-K/A, Amendment, Annual Report, SEC Filing, Financial Statements, Sarbanes-Oxley Act, Disclosure Controls, Internal Control, Critical Audit Matters, CFO Certification, CEO Certification