Xos, Inc., the maker of electric commercial trucks and powertrains that trades on the Nasdaq Capital Market under the symbol XOS, filed a prospectus supplement on June 23, 2026 registering the sale of common stock with an aggregate offering price of up to $8,779,902. The filing, made under Rule 424(b)(5) against registration statement No. 333-296569, establishes an at-the-market (ATM) program: shares would be sold from time to time into the open market rather than in a single block at a fixed price.

The mechanics are set out in a sales agreement with Roth Capital Partners, LLC, which the filing names as the company's sales agent. The document states that sales "will be made in sales deemed to be an 'at-the-market' equity offering as defined in Rule 415(a)(4)" of the Securities Act, and that Roth Capital Partners "is not required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts." The compensation to the agent is fixed at 3.0% of the aggregate gross proceeds of any shares sold under the agreement. There is no minimum offering amount, and the filing notes there is no escrow or trust arrangement for the funds.

"We intend to use the net proceeds from the Offering, if any, for working capital, debt servicing and general corporate purposes, including any mandatory payments pursuant to the terms of our Third Amended and Restated Convertible Promissory Note."— Xos, Inc. 424B5 prospectus supplement, source

The conditional phrasing — "if any" — is a structural feature of an ATM program, not editorial hedging. Because shares are sold incrementally and only when the company elects to, the document states that "the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time." The size of the program is also bounded by a regulatory ceiling. Xos discloses that, as of June 17, 2026, the aggregate market value of its common stock held by non-affiliates — its public float — was approximately $60,440,502, based on 13,718,819 shares outstanding, of which 8,101,944 were held by non-affiliates, and a reference price of $7.46 per share on June 3, 2026. Under General Instruction I.B.6 of Form S-3, an issuer whose public float is below $75 million may not sell securities in a primary offering exceeding one-third of that float in any 12-month period. The $8,779,902 cap reflects that baby-shelf limit.

What the dilution table discloses

The prospectus supplement quantifies the effect on existing holders. It states that the company's net tangible book value as of March 31, 2026 was $19.8 million, or $1.65 per share. The dilution calculation then layers in two completed transactions and the proposed ATM sales: the sale of 1,090,910 shares in a registered direct offering for aggregate gross proceeds of approximately $6.0 million, completed in June 2026; the sale of 378,700 shares under the company's existing at-the-market program for aggregate gross proceeds of approximately $2.5 million; and the potential sale of 2,593,767 shares in this offering at an assumed price of $3.385 per share — the last reported sale price on June 17, 2026 — assuming the full $8,779,902 is sold.

After giving effect to those three items and after deducting offering commissions and estimated expenses, the filing states the company's as-adjusted net tangible book value as of March 31, 2026 would have been $36.1 million, or $2.25 per share. The document characterizes the result two ways: "an immediate increase of $0.60 per share in net tangible book value for existing stockholders and immediate dilution of $1.14 per share to investors purchasing our common stock in this offering." In other words, the disclosure shows the assumed $3.385 purchase price sitting $1.14 above the as-adjusted book value per share. The assumed price itself is roughly 55% below the $7.46 reference used in the public-float computation two weeks earlier, a gap the filing presents as figures rather than commentary.

Where the proceeds are pointed

For a capital-watch reader, the use-of-proceeds language is the line that matters, and Xos states it directly: working capital, debt servicing, and general corporate purposes. The filing singles out one obligation by name — "any mandatory payments pursuant to the terms of our Third Amended and Restated Convertible Promissory Note" — which ties a portion of any proceeds to servicing a convertible note rather than to growth capital expenditure alone. The base prospectus carries the same general framing, stating that the company "currently intend[s] to use the net proceeds for working capital and general corporate purposes."

The share-count footnote frames the dilution context further. The filing states the post-offering share count is based on 13,718,819 shares outstanding as of June 17, 2026 and excludes several categories of potentially issuable stock, including shares issuable on the exercise of outstanding stock options and other instruments — amounts that would compound dilution if exercised but are not part of the as-adjusted table. Xos also identifies itself in the filing as a "smaller reporting company" subject to reduced public-company reporting requirements, and points investors to the "Risk Factors" section beginning on page S-4, noting that investing in the stock "involves a high degree of risk."

None of these figures predicts how much, if anything, Xos will ultimately raise; an ATM program authorizes capacity rather than committing to a draw. What the 424B5 establishes is the structure (an at-the-market sale through Roth Capital Partners at a 3.0% commission), the ceiling (up to $8,779,902, set by the baby-shelf rule), the stated use (working capital, debt servicing, general corporate purposes, including convertible-note payments), and the disclosed cost to incoming investors ($1.14 per share of dilution against the as-adjusted book value). Each of those points is stated in the filing itself; the proceeds actually realized will depend on how many shares the company elects to sell and the prices the market sets when it does.