Xos (XOS) risk factors, FY2025 10-K

Risks Related to our Business and Industry

1. 01There is substantial doubt about our ability to continue as a going concern through the next 12 months from the date of the consolidated financial statements in this Report49% rewritten
2. 02Our limited operating history makes evaluating our business and future prospects difficult and may increase the risk of your investment
3. 03We derive a significant portion of our revenue from a small number of customers; if revenue derived from these customers decrease or the timing of such revenue fluctuates, our business and results of operations could be negatively affected
4. 04We may not be able to successfully engage target customers or convert early trial deployments with commercial fleets into material orders or additional deployments in the future81% rewritten
5. 05Our mix of offerings is novel in the industry and has yet to be tested in the long term. Any failure to commercialize our strategic plans could have a material adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resourcesNew
6. 06We have entered and may continue to enter into agreements and non-binding purchase orders, letters of intent and memorandums of understanding or similar agreements for sales of our products, which are cancellable at the option of our customers
7. 07The commercial vehicle market is highly competitive, and we may not be successful in competing in this industry
8. 08Our growth is dependent upon the last-mile and return-to-base segment’s willingness to adopt electric vehicles70% rewritten
9. 09The last mile and return to base segment and our technology are rapidly evolving and may be subject to unforeseen changes which could adversely affect the demand for our vehicles and other products
10. 10We are or may be subject to risks associated with strategic alliances or acquisitions and may not be able to identify adequate strategic relationship opportunities, or form strategic relationships, in the future

Risks Relating to the Design, Supply and Manufacturing of our Products

1. 11We have experienced and may in the future experience significant delays in the design, manufacturing and wide-spread deployment of our products, which could harm our business, prospects, financial condition and operating results
2. 12We may not be able to accurately plan our production, which may result in us carrying excess and/or obsolete raw material inventory
3. 13Our ability to develop and manufacture our products of sufficient quality and appeal to customers on schedule and on a large scale will require significant capital expenditures and is unproven and still evolving
4. 14We have no experience to date in high volume manufacturing of our products
5. 15If we fail to successfully tool our manufacturing facilities or if our manufacturing facilities become inoperable, we will be unable to produce our vehicles and our business will be harmed
6. 16Our battery packs use lithium-ion battery cells, a class of batteries which have been observed to catch fire or vent smoke and flame
7. 17We have, and may again experience increases in costs, disruption of supply or shortage of materials, in particular for lithium-ion battery cells, semiconductors and other key components, which have harmed and could continue to harm our business
8. 18We rely on complex machinery for the manufacture of our products, which involves a significant degree of risk and uncertainty in terms of operational performance and costs
9. 19Delays in deployment of sufficient charging solutions for our vehicles has resulted in the delay of the delivery of vehicles to customers
10. 20Our business and prospects depend significantly on our ability to build our brands. We may not successfully establish, maintain and strengthen the Xos brand or any other brands, and our brand and reputation could be harmed by negative publicity regarding Xos or our products23% rewritten
11. 21If we fail to manage our growth effectively, we may not be able to further design, develop, manufacture and market our products successfully
12. 22The performance characteristics of our products may vary due to factors outside of our control, which could harm our ability to develop, market and deploy our products
13. 23Insufficient reserves to cover future warranty or part replacement needs or other vehicle, powertrain and battery pack repair requirements, including any potential software upgrades, could materially and adversely affect our business, prospects, financial condition and operating results
14. 24We have experienced product recalls and may experience future product recalls that could materially and adversely affect our business, prospects, financial condition and operating results
15. 25We may become subject to product liability claims, including possible class action and derivative lawsuits, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims
16. 26If we are unable to establish and maintain confidence in our long-term business prospects among customers and analysts and within our industry, then our financial condition, operating results, business prospects and access to capital may be materially and adversely affected
17. 27We have limited experience servicing our products and our integrated software. If we or our partners are unable to adequately service our products and integrated software, our business, prospects, financial condition and operating results may be materially and adversely affected
18. 28Our products rely on software and hardware that is highly technical, and if these systems contain errors, bugs or vulnerabilities, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, our business could be adversely affected

Risks Related to our Financial Condition

1. 29Our recent cost-cutting measures may not adequately reduce our operating costs or improve our operating margins, may lead to additional workforce attrition and may cause operational disruptions
2. 30Even if we can successfully develop our products and attract additional customers, there can be no assurance that we will be financially successful. Our potential profitability is dependent upon the successful development and acceptance of our products, which may not occur
3. 31We will require significant capital to develop and grow our business, and we may be unable to adequately control the costs associated with our operations
4. 32Our ability to generate or maintain positive cash flow is uncertainNew
5. 33Our financial results may vary significantly from period to period due to fluctuations in our product development cycle and operating costs, product demand and other factors
6. 34Our business plans require a significant amount of capital. In addition, our future capital needs may require us to sell additional equity or debt securities that may dilute our stockholders or introduce covenants that may restrict our operations or our ability to pay dividends27% rewritten
7. 35The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results22% rewritten
8. 36Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Business Combination or other ownership changes
9. 37We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply. As a result, our business, prospects, financial condition and operating results may be adversely affected
10. 38We previously restated our financial statements for several prior periods, which resulted in unanticipated costs and may adversely affect investor confidence, our stock price, our ability to raise capital in the future and our reputation65% rewritten
11. 39restated, may negatively impact the trading price of our securities and make it more difficult for us to raise capital on acceptable terms, or at allNew

Risks Related to Our Indebtedness

1. 40We have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect our financial position, and our business would be adversely affected if we are unable to service our debt obligations and are subject to default
2. 41Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt
3. 42Conversion of the Convertible Note may dilute the ownership interest of our stockholders or may otherwise depress the price of our Common Stock48% rewritten

Risks Related to our Acquisition of ElectraMeccanica

1. 43We may be unable to realize the opportunities expected from the acquisition of ElectraMeccanica, which could adversely affect our business, financial condition and results of operations34% rewritten
2. 44Significant costs have been incurred and are expected to be incurred in connection with the consummation of the acquisition of ElectraMeccanica and integrating it with the rest of our business

Legal and Regulatory Risks

1. 45Changes in U.S. trade policy, including the threat and/or imposition of tariffs and the resulting consequences or perceptions thereof, could adversely affect our business, prospects, financial condition and operating results
2. 46A shift in the regulatory landscape toward more lenient emissions standards, or the perception that such a shift may occur, may impair demand for zero-emission vehicles
3. 47We may face regulatory limitations on our ability to sell vehicles directly to consumers, which could materially and adversely affect our ability to sell our vehicles
4. 48We, our outsourcing partners and our suppliers are subject to substantial regulation and any failure by us, our outsourcing partners or our suppliers to comply with, these regulations could substantially harm our business and operating results
5. 49Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition and results of operations79% rewritten
6. 50We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain privacy laws, such as the CCPA, require our customers to impose specific contractual restrictions on their service providers
7. 51We are subject to various environmental laws and regulations that could impose substantial costs
8. 52We may in the future expand internationally and may face risks associated with our international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business
9. 53We are subject to export and import controls and economic sanctions laws that could subject us to liability if we are not in compliance with such laws
10. 54We may need to defend ourselves against intellectual property infringement claims or misappropriation claims, which may be time-consuming and expensive and, if adversely determined, could limit our ability to commercialize our products
11. 55Our business may be adversely affected if we fail to obtain, maintain, enforce and protect our intellectual property and are unable to prevent unauthorized use by third-parties of our intellectual property and proprietary technology
12. 56Competitors may challenge the validity of those trademarks and other brand names which we have registered, applied for or in which we have otherwise invested. Defending such challenges can be expensive and may adversely affect our ability to maintain the goodwill gained in connection with a particular trademark42% rewritten
13. 57Our patent applications for our proprietary technology may not issue, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours
14. 58Our business may be adversely affected by labor and union activities

Risks Related to Operating as a Public Company and Ownership of Our Securities

1. 59The market prices of our Common Stock and Warrants may be volatile
2. 60We do not expect to declare any dividends in the foreseeable future
3. 61There is no guarantee that the Warrants will be in the money at the time they become exercisable, and they may expire worthless31% rewritten
4. 62The terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 65% of the then outstanding Public Warrants approve of such amendment41% rewritten
5. 63We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making such Warrants worthless
6. 64The Warrants are accounted for as derivative liabilities with changes in fair value each period included in earnings, which may have an adverse effect on the market price of our securities
7. 65We may issue a substantial number of additional shares of our Common Stock or Preferred Stock, including under our equity incentive plan. Any such issuances would dilute the interest of our stockholders and likely present other risks
8. 66Concentration of ownership among our existing executive officers and directors and their respective affiliates may prevent other investors from influencing significant corporate decisions
9. 67Issuances or sales of our common stock in the ATM Offering may be dilutive or cause the market price of our shares to fallNew
10. 68Future sales or issuances of our common stock in the public markets, or the perception of such sales, could depress the trading price of our common stockNew
11. 69The actual number of shares we will issue in the ATM Offering, at any one time or in total, is uncertainNew
12. 70Catastrophic events may disrupt our business22% rewritten
13. 71business, results of operations, and financial condition. In addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptionsNew
14. 72We have been, and may in the future be, adversely affected by health crises, epidemics and pandemics, the duration and economic, governmental and social impact of which is difficult to predict, which may significantly harm our business, prospects, financial condition and operating results
15. 73Our Certificate of Incorporation designates specific courts as the exclusive forum for certain stockholder litigation matters, which could limit the ability of our stockholders to obtain a favorable forum for disputes with us or our directors, officers or employees
16. 74Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Common Stock