Xos Announces 1-for-30 Reverse Stock Split
02 December 2023 - 8:05AM
Xos, Inc. (Nasdaq: XOS), a leading electric truck manufacturer and
fleet electrification services provider, today announced that it
intends to effect a 1-for-30 reverse stock split of its issued and
outstanding shares of common stock, effective at 5:00 p.m. Eastern
Time on December 6, 2023. Beginning on December 7, 2023, Xos’
common stock with the ticker symbol “XOS” will continue to trade on
the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis
under the new CUSIP number 98423B 306. Xos’ publicly traded
warrants will continue to trade on Nasdaq under the symbol “XOSWW”
and the CUSIP number for the warrants will remain unchanged.
As previously disclosed, a series of alternate amendments to
effect the reverse stock split was approved by Xos’ stockholders at
Xos’ Annual Meeting of Stockholders held on May 31, 2023. The
specific 1-for-30 ratio was subsequently approved by Xos’ Board of
Directors. The reverse stock split is primarily intended to
increase Xos’ per share trading price to bring Xos into compliance
with Nasdaq’s listing requirement regarding minimum share price and
maintain Xos’ listing on Nasdaq. Xos believes that the higher share
price resulting from the reverse stock split may also make Xos’
shares more attractive to institutional and other investors.
Upon the effectiveness of the reverse stock split, every 30
shares of common stock issued and outstanding will automatically be
combined and converted into one issued and outstanding share of
common stock. No fractional shares will be issued in connection
with the reverse stock split. Stockholders of record who otherwise
would be entitled to receive fractional shares because they hold a
number of shares of common stock not evenly divisible by the
reverse stock split ratio will automatically be entitled to receive
a cash payment in lieu of such fractional shares.
The reverse stock split will not reduce the number of authorized
shares of common stock or change the par value of the common stock.
The reverse stock split will affect all stockholders uniformly and
will not affect any stockholder's ownership percentage of Xos’
shares of common stock (except to the extent that the reverse stock
split would result in some of the stockholders receiving cash in
lieu of fractional shares). The common stock issued pursuant to the
reverse stock split will remain fully paid and non-assessable. All
outstanding stock options, warrants, restricted stock units,
convertible debt and similar securities entitling their holders to
receive or purchase shares of common stock will be proportionally
adjusted as a result of the reverse stock split, both in terms of
their exercise prices or other stock price thresholds and as well
as to the number of underlying shares, as required by the terms of
each security. Accordingly, with respect to Xos’ publicly traded
warrants trading under the symbol “XOSWW,” every 30 warrants
outstanding immediately prior to the reverse stock split will be
exercisable for one share of common stock at an exercise price of
$345.00 per share, which is 30 times $11.50, the current exercise
price per share. Proportional adjustments will also be made to the
number of shares of common stock and restricted stock units
issuable pursuant to the “Earn-Out” provisions of Xos’ Agreement
and Plan of Merger dated February 21, 2021, as amended, and the
associated triggering event price targets.
Xos’ transfer agent, Equiniti Trust Company, LLC, will serve as
the exchange agent for the reverse stock split. Registered
stockholders holding pre-reverse stock split shares of Xos’ common
stock electronically in book-entry form are not required to take
any action to receive post-reverse stock split shares. Those
stockholders who hold their shares in brokerage accounts or in
“street name” will have their positions automatically adjusted to
reflect the reverse stock split, subject to each broker’s
particular processes, and will not be required to take any action
in connection with the reverse stock split.
Additional information about the reverse stock split can be
found in Xos’ definitive proxy statement filed with the Securities
and Exchange Commission on April 20, 2023.
About Xos, Inc.Xos is a leading technology
company, electric truck manufacturer, and fleet services provider
for battery-electric fleets. 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. The company
leverages its proprietary technologies to provide commercial fleets
with battery-electric 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.
Xos ContactsXos Investor
Relationsinvestors@xostrucks.com
Xos Media Relationspress@xostrucks.com
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes “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 the future effective date and intended effects
of the reverse stock split. These forward-looking statements may be
identified by the words “believe,” “plan,” “project,” “potential,”
“seem,” “seek,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “target,” “opportunity,” “plan,” “may,”
“could,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions and any other
statements that predict or indicate future events or trends or that
are not statements of historical matters, although not all
forward-looking statements contain such identifying words.
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. All forward-looking statements included in this
press release are expressly qualified in their entirety by, and you
should carefully consider, the foregoing factors and the other
risks and uncertainties described under the heading “Certain Risks
and Potential Disadvantages Associated with Reverse Stock Split”
included in Xos’ definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on April 20, 2023
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.
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