Statistik Asas
| CIK | 1812360 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FOXO Technologies Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 22, 2025 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock of FOXO Technologies Inc. |
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| August 19, 2025 |
Amendment No. 2 dated June 10, 2025 to the Exchange Agreement with Smithline Family Trust II Exhibit 10.1 AMENDMENT No. 2 TO EXCHANGE AGREEMENT This Amendment No. 2 (the “Amendment”) to the Exchange Agreement dated June 10, 2025 by and between FOXO Technologies Inc., a Delaware corporation (“FOXO”) and Smithline Family Trust II (“Smithline”). FOXO and Smithline will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendm |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO TECHN |
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| August 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Date of Report (Date Earliest Event Reported): August 12, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 477 South Rosemary Avenue Suite 224 West P |
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| August 14, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-39783 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on For |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): August 13, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 13, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES THAT ITS COMMON STOCK CAN BE QUOTED AND TRADED ON THE OVER THE COUNTER MARKET FROM AUGUST 13, 2025. WEST PALM BEACH, FLORIDA—August 13, 2025 - (GlobeNewswire)—FOXO Technologies Inc. (“FOXO” or the “Company”) announces that it has received a letter from NYSE on August 12, 2025 confirming that NYSE Regulation has determined to commence proceedings to del |
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| August 6, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES EXECUTION OF A NON-BINDING ACQUISITION AGREEMENT FOR AN ASSISTED-LIVING FACILITY IN SOUTH FLORIDA FOR A TOTAL CONSIDERATION OF $22 MILLION WEST PALM BEACH, FLORIDA—August 6, 2025 - (GlobeNewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) announces that it has executed a non-binding acquisition agreement to acquire an assis |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): August 6, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 31, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 31, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 31, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES LICENSE RENEWAL AND PROVIDES OPERATIONAL UPDATE FOR MYRTLE RECOVERY CENTERS, INC. WEST PALM BEACH, FLORIDA — July 31, 2025 - (Globe Newswire) — FOXO Technologies, Inc., (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its behavioral health subsidiary, Myrtle Recovery Centers, Inc., has renewed its operating license for its Oneida, T |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 27, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 28, 2025 |
Exhibit 3.1 |
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| July 18, 2025 |
FOXO TECHNOLOGIES INC. ANNOUNCES INTENTION TO SPIN OFF EPIGENETICS SUBSIDIARY Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES INTENTION TO SPIN OFF EPIGENETICS SUBSIDIARY WEST PALM BEACH, FLORIDA, July 18, 2025 - (Globe Newswire) — FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), today announced that its Board of Directors has approved pursuing the spin-off of its FOXO Labs, Inc. subsidiary that is focused on the development of its epigenetics business |
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| July 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 18, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 17, 2025 |
FOXO TECHNOLOGIES INC. ANNOUNCES REVERSE STOCK SPLIT Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES REVERSE STOCK SPLIT WEST PALM BEACH, FLORIDA—July 17, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), today announced that its Board of Directors has approved a 1 for 1.99 reverse stock split of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”). The reverse stock split will become |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 17, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement FOXO TECHNOLOGIES INC. (Name of Registrant as Sp |
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| June 30, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 30, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 30, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC.’S BEHAVIORAL HEALTH SUBSIDIARY HAS BEEN APPROVED TO RECEIVE SCOTT COUNTY OPIOID ABATEMENT FUNDS WEST PALM BEACH, FLORIDA—June 30, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its behavioral health subsidiary, Myrtle Recovery Centers, Inc., has been approved to receive Scott County Opioid Abate |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 25, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 27, 2025 |
FOXO TECHNOLOGIES INC. DESIGNATES NEW SERIES OF PREFERRED STOCK TO BE USED FOR ACQUISITIONS Exhibit 99.1 FOXO TECHNOLOGIES INC. DESIGNATES NEW SERIES OF PREFERRED STOCK TO BE USED FOR ACQUISITIONS WEST PALM BEACH, FLORIDA—June 27, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that it has designated a new series of its preferred stock (Series E Cumulative Redeemable Secured Preferred Stock e (the “Series E Preferred Stock”)) |
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| June 27, 2025 |
Exhibit 3.1 |
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| June 26, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 23, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FOXO TECHNOLOGIES INC. (Name of Registrant as Sp |
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| June 17, 2025 |
FOXO TECHNOLOGIES INC.’S CRITICAL ACCESS HOSPITAL ANNOUNCES NEW WOUND CARE SERVICES OFFERING Exhibit 99.1 FOXO TECHNOLOGIES INC.’S CRITICAL ACCESS HOSPITAL ANNOUNCES NEW WOUND CARE SERVICES OFFERING WEST PALM BEACH, FLORIDA—June 17, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its critical access hospital, Big South Fork Medical Center located in Oneida, Tennessee, has commenced offering wound care services to patients |
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| June 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 17, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 10, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 13, 2025 |
FOXO TECHNOLOGIES INC. CREATES ACQUISITION VEHICLE AND APPOINTS NEW INTERIM CFO Exhibit 99.1 FOXO TECHNOLOGIES INC. CREATES ACQUISITION VEHICLE AND APPOINTS NEW INTERIM CFO WEST PALM BEACH, FLORIDA—June 16, 2025 - (Globenewswire)-FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that it formed a new, wholly-owned subsidiary intended to be used to acquire identified acquisition targets in the healthcare services and related sectors. On June |
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| June 9, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-287818 FOXO Technologies Inc. Up to 10,000,000 Shares of Class A Common Stock Issuable Upon Conversions of Series A Cumulative Convertible Redeemable Preferred Stock This prospectus relates to the offer and resale of up to an aggregate of 10,000,000 shares (the “Conversion Shares”), of Class A Common Stock, par value $0.0001 per shar |
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| June 5, 2025 |
Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 4, 2025 Exhibit 10.71 |
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| June 5, 2025 |
Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 15, 2025 Exhibit 10.72 |
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| June 5, 2025 |
Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated June 3, 2025 Exhibit 10.75 |
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| June 5, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) FOXO Technologies Inc. |
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| June 5, 2025 |
As filed with the Securities and Exchange Commission on June 5, 2025 As filed with the Securities and Exchange Commission on June 5, 2025 Registration No. |
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| June 5, 2025 |
Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated May 8, 2025 Exhibit 10.73 |
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| June 5, 2025 |
FOXO TECHNOLOGIES INC. 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401 June 5, 2025 FOXO TECHNOLOGIES INC. 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401 June 5, 2025 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission Washington, DC 20549 Attention: Ms. Sawicki Re: FOXO Technologies Inc. Registration Statement on Form S-1 SEC File No. 333-287818 Ladies and Gentlemen: Pursuant to Rule 461 under |
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| June 5, 2025 |
Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated May 19, 2025 Exhibit 10.74 |
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| June 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 3, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 4, 2025 |
FOXO TECHNOLOGIES INC. COMPLETES EQUITY FUNDING AGREEMENT Exhibit 99.1 FOXO TECHNOLOGIES INC. COMPLETES EQUITY FUNDING AGREEMENT WEST PALM BEACH, FLORIDA—June 4, 2025 - (Globenewswire)-FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that it has executed an agreement to issue 1,650 of its Series A Cumulative Convertible Redeemable Preferred Stock (“Series A Preferred Stock”) for net proceeds of $1,500,000. On June 3, |
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| May 28, 2025 |
As filed with the Securities and Exchange Commission on May 28, 2025 As filed with the Securities and Exchange Commission on May 28, 2025 Registration No. |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement FOXO TECHNOLOGIES INC. (Name of Registrant as Sp |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): May 19, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 20, 2025 |
Amended and Restated Strata Purchase Agreement dated May 15, 2025 Exhibit 10.1 AMENDED AND RESTATED STRATA PURCHASE AGREEMENT THIS AMENDED AND RESTATED STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2025, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: On October 13, 2023, the Company and the Investor entered int |
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| May 20, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC.’S CRITICAL ACCESS HOSPITAL ANNOUNCES EXPANSION OF SERVICES TO INCLUDE WOUND CARE WEST PALM BEACH, FLORIDA—May 19, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its critical access hospital, Big South Fork Medical Center in Oneida, Tennessee, is expanding its services by offering wound care serv |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO TECH |
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| May 20, 2025 |
Exhibit 3.1 |
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| May 20, 2025 |
Exhibit 3.2 |
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| May 15, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-39783 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on Fo |
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| May 6, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-286953 FOXO Technologies Inc. Up to 4,000,000 Shares of Class A Common Stock Issuable Upon Conversions of Series A Cumulative Convertible Redeemable Preferred Stock This prospectus relates to the offer and resale of up to an aggregate of 4,000,000 shares (the “Conversion Shares”), of Class A Common Stock, par value $0.0001 per share |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): May 6, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 6, 2025 |
FOXO TECHNOLOGIES INC.’S BEHAVIORAL HEALTH SUBSIDIARY REACHES KEY OPERATIONAL MILESTONES Exhibit 99.1 FOXO TECHNOLOGIES INC.’S BEHAVIORAL HEALTH SUBSIDIARY REACHES KEY OPERATIONAL MILESTONES WEST PALM BEACH, FLORIDA—May 6, 2025 - (Globenewswire)—FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its behavioral health subsidiary, Myrtle Recovery Centers, Inc., has reached key patient care milestones. Since operations commenced at its Oneida, Ten |
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| May 2, 2025 |
Registration Rights Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 4, 2025 Exhibit 10.69 |
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| May 2, 2025 |
As filed with the Securities and Exchange Commission on May 2, 2025 As filed with the Securities and Exchange Commission on May 2, 2025 Registration No. |
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| May 2, 2025 |
FOXO TECHNOLOGIES INC. 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401 May 2, 2025 FOXO TECHNOLOGIES INC. 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401 May 2, 2025 VIA EDGAR Division of Corporation Finance Office of Industrial Applications and Services Securities and Exchange Commission Washington, DC 20549 Attention: Ms. Sawicki Re: FOXO Technologies Inc. Registration Statement on Form S-1 SEC File No. 333-286953 Ladies and Gentlemen: Pursuant to Rule 461 under |
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| May 2, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) FOXO Technologies Inc. |
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| April 29, 2025 |
FOXO TECHNOLOGIES INC. ANNOUNCES COMPLETION OF REVERSE STOCK SPLIT Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES COMPLETION OF REVERSE STOCK SPLIT West Palm Beach—April 29, 2025 - (Globe Newswire) — FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), today announced that effective 4.01pm Eastern Time, on April 28, 2025, (the “Effective Time”), the Company completed a 1 for 10 reverse stock split of its outstanding common stock. The Company’s c |
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| April 29, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): April 29, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): April 28, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 28, 2025 |
Certificate of Amendment to Certificate of Incorporation filed April 22, 2025 Exhibit 3.1 |
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| April 24, 2025 |
As filed with the Securities and Exchange Commission on April 24, 2025 As filed with the Securities and Exchange Commission on April 24, 2025 Registration No. |
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| April 17, 2025 |
FOXO TECHNOLOGIES INC. ANNOUNCES REVERSE STOCK SPLIT Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES REVERSE STOCK SPLIT FLORIDA—April 17, 2025 - (Globenewswire)-FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”), today announced that its Board of Directors has approved a 1 for 10 reverse stock split of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”). The reverse stock split will become effective at 4:01p |
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| April 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): April 16, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 17, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): April 17, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 17, 2025 |
FOXO TECHNOLOGIES INC. ANNOUNCES FILING OF ITS ANNUAL REPORT ON FORM 10-K Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES FILING OF ITS ANNUAL REPORT ON FORM 10-K WEST PALM BEACH, FL, April 16, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company”) announces that it has filed its Annual Report on Form 10-K on April 15, 2025. Pursuant to the disclosure requirements of the NYSE American Company Guidelines Sections 401(h) and 610(b), FOXO is rep |
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| April 15, 2025 |
Exhibit 10.46 AMENDMENT No. 1 TO TERMINATION AGREEMENT This Amendment No. 1 to the Termination Agreement (this “Amendment”), dated effective December 6, 2024 (the “Effective Date”), is by and between FOXO Technologies Inc., a Delaware corporation (the “Company”), on the one hand, and KR8 AI Inc., a Nevada corporation (“KR8”), on the other hand. The Company and the KR8 will be referred to individua |
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| April 15, 2025 |
Exhibit 21.1 FOXO Technologies Inc. Material Subsidiaries Subsidiaries Jurisdiction of Organization FOXO Labs Inc. Delaware Myrtle Recovery Centers, Inc. Tennessee Rennova Community Health, Inc. Florida Scott County Community Hospital, Inc.* Tennessee * Owned by Rennova Community Health, Inc. |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39783 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in |
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| April 15, 2025 |
Independent Director Agreement with Bret Barnes dated July 24, 2024 Exhibit 10.66 FOXO TECHNOLOGIES INC. INDEPENDENT DIRECTOR AGREEMENT THIS AGREEMENT (The “Agreement”) is made as of the 24th day of July 2024, and is by and between Foxo Technologies Inc., Inc., a Delaware corporation (hereinafter referred to as the “Company”), and Bret Barnes (hereinafter referred to as the “Director”). BACKGROUND Director has been a member of The Board of Directors of the Company |
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| April 15, 2025 |
Services Agreement by and between FOXO Labs, Inc. and Mark White dated December 6, 2024 Exhibit 10.68 |
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| April 15, 2025 |
Amendment No. 1 to Senior Promissory Note Exhibit 10.31 AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTE This Amendment (this “PIK Note Amendment”) to the 15% Senior Promissory Notes issued by FOXO Technologies Inc., a Delaware corporation (the “Company”), to accredited investors in an aggregate principal amount of $3,457,500 (the “PIK Notes”) is made and entered into effective as of the Shareholder Approval Date (as defined below), by and betwe |
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| April 15, 2025 |
Independent Director Agreement with Francis Colt deWolf III dated January 22, 2024 Exhibit 10.67 |
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| April 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): March 31, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 4, 2025 |
Exhibit 3.1 |
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| March 31, 2025 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-39783 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on |
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| March 19, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): March 19, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 19, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES EXECUTION OF A NON BINDING AGREEMENT TO ACQUIRE VECTOR BIOSOURCE INC. MINNEAPOLIS, MN, March 19, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company”), announces that it has signed a non-binding agreement to acquire Vector Biosource Inc. (“Vector”). Vector is an information and biospecimen sourcing provider serving the bi |
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| March 18, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): March 12, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 12, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): March 12, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 12, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. PROVIDES UPDATE ON ITS BEHAVIORAL HEALTH SUBSIDIARY, MYRTLE RECOVERY CENTERS, INC. MINNEAPOLIS, MN, March 12, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company or FOXO”), provides an update on Myrtle Recovery Centers, Inc., (“Myrtle”) and its behavioral health facility in Oneida, Tennessee, and confirms participation in a major a |
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| March 5, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): February 27, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement FOXO TECHNOLOGIES INC. (Name of Registrant as Sp |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): February 24, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 24, 2025 |
Exhibit 99.1 FOXO TECHNOLOGIES, INC. ANNOUNCES EXECUTION OF A NON-BINDING ACQUISITION AGREEMENT FOR TWO ASSISTED-LIVING FACILITIES IN FLORIDA FOR A TOTAL CONSIDERATION OF $60 MILLION MINNEAPOLIS, MN, February 24, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company or FOXO”), announces that it has executed a non-binding acquisition agreement for two assisted living fa |
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| January 28, 2025 |
FOXO TECHNOLOGIES, INC., PROVIDES UPDATE ON RECENT ACOMPLISHMENTS AND BUSINESS STRATEGY Exhibit 99.1 FOXO TECHNOLOGIES, INC., PROVIDES UPDATE ON RECENT ACOMPLISHMENTS AND BUSINESS STRATEGY MINNEAPOLIS, MN, January 28, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company”), provides a brief shareholder letter from Seamus Lagan, recently appointed CEO of FOXO on what has been achieved in recent months and what is planned for 2025 and beyond. Dear Fellow Sh |
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| January 28, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 28, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 27, 2025 |
Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 22, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 17, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 17, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 16, 2025 |
FOXO TECHNOLOGIES INC., CONFIRMS DETAILS OF SPECIAL MEETING OF SHAREHOLDERS ON JANUARY 17, 2025. Exhibit 99.1 FOXO TECHNOLOGIES INC., CONFIRMS DETAILS OF SPECIAL MEETING OF SHAREHOLDERS ON JANUARY 17, 2025. MINNEAPOLIS, MN, January 16, 2025 (GLOBE NEWSWIRE) - FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), will hold its previously announced Special Meeting of its Shareholders at 10:30 am EST on Friday, January 17, 2025. Following the filing of its Definitive Proxy Stat |
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| January 16, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 16, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 7, 2025 |
FOXO TECHNOLOGIES INC.’S BOARD OF DIRECTORS ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS Exhibit 99.1 FOXO TECHNOLOGIES INC.’S BOARD OF DIRECTORS ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS MINNEAPOLIS, MN, January 7, 2025 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), will hold a special meeting of its shareholders at 10.30am EST on Friday, January 17, 2025. The Board of Directors of the Company has authorized a virtual meeting of its shareho |
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| January 7, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 7, 2025 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| January 3, 2025 |
J. Thomas Cookson Partner Shutts & Bowen LLP 200 South Biscayne Boulevard Suite 4100 Miami, FL 33131 DIRECT (305) 379-9141 EMAIL [email protected] January 3, 2025 VIA EDGAR Jane Park United States Securities and Exchange Commission 100 F Street Washington, D.C. 20549 Re: FOXO Technologies Inc. Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed December 13, 2024 File No. 001-397 |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| January 2, 2025 |
Exhibit 3.1 |
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| January 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 27, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 31, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 27, 2024 |
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2024, between FOXO Technologies Inc., a Delaware corporation (the “Company”), and Mitchell Silberberg & Knupp LLP (“MSK”). This Agreement is made pursuant to the Shares for Services Agreement, dated as of the date hereof, between the Company and MSK (the “Agr |
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| December 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 23, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 27, 2024 |
Exhibit 99.1 SHARES FOR SERVICES AGREEMENT This SHARES FOR SERVICES AGREEMENT (this “Agreement”) is entered into as of the 23rd day of December, 2024, by and between FOXO Technologies, Inc., a Delaware corporation (“FOXO”), and Mitchell Silberberg & Knupp LLP (“MSK”). WHEREAS, MSK has previously provided legal services to FOXO and currently has an agreed upon balance due from FOXO in the aggregate |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| December 23, 2024 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANOUNCES DETAILS OF ITS 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 31, 2024 MINNEAPOLIS, MN, December 23, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), will hold its 2024 Annual General Meeting of its Shareholders at 9:30 am CST on Tuesday, December 31, 2024. The Annual General Meeting wil |
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| December 23, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 23, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 16, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 16, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 16, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 16, 2024 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES THAT STOCKHOLDERS EQUITY IS GREATER THAN $4M, WHICH IS REQUIRED TO MEET THE CONTINUED LISTING REQUIREMENTS OF THE NYSE AMERICAN EXCHANGE MINNEAPOLIS, MN, December 16, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”) announces that recent transactions have led to the Company having stockholders equity greate |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| December 13, 2024 |
December 13, 2024 VIA EDGAR Jane Park United States Securities and Exchange Commission 100 F Street Washington, D. |
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| December 11, 2024 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 11, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 11, 2024 |
Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES RESTRUCTURING AND CAPITAL RAISING TRANSACTIONS AND APPOINTS SEAMUS LAGAN AS CHIEF EXECUTIVE OFFICER MINNEAPOLIS, MN, December 11, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”) announces a series of restructuring and capital raising transactions which will improve the Company’s balance sheet, satisfy mini |
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| December 10, 2024 |
TERMINATION OF EMPLOYMENT, SETTLEMENT AND MUTUAL RELEASE Exhibit 99.3 TERMINATION OF EMPLOYMENT, SETTLEMENT AND MUTUAL RELEASE AGREEMENT THIS TERMINATION OF EMPLOYMENT, SETTLEMENT AND MUTUAL RELEASE AGREEMENT (this “Agreement”) is made and entered into as of December 5th, 2024, (the “Agreement Date”) by, between, and among FOXO Technologies, Inc., a Delaware corporation (“FOXO” or the “Company”), Mark Brian White (“White” or “Employee”), an individual r |
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| December 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 5, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 10, 2024 |
Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2024, between FOXO Technologies Inc., a Delaware corporation (the “Company”), and KR8 AI Inc., a Nevada corporation (“KR8”). This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and KR8 (the “Exchange Agre |
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| December 10, 2024 |
Exhibit 99.5 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”) is effective as of the date below, by and between FOXO Technologies Inc., a Delaware corporation (“Company”), and KR8 AI Inc., a Nevada corporation (“KR8”). All capitalized terms used but not defined herein shall have the corresponding meanings ascribed such terms in that certain Master Software and Services Agreement |
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| December 10, 2024 |
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 5, 2024, between FOXO Technologies Inc., a Delaware corporation (the “Company”), and Rennova Health, Inc., a Delaware corporation (“Rennova”). This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and Rennova |
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| December 10, 2024 |
Exhibit 3.1 |
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| December 10, 2024 |
Senior Note issued by Rennova Community Health, Inc. to Rennova Health, Inc. on December 5, 2024 Exhibit 4.1 SENIOR NOTE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUAN |
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| December 10, 2024 |
Promissory Note in the Principal Amount of $500,000 issued to Mark White Exhibit 4.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ACCORDINGLY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE BE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIR INDUSTRIES GROUP THAT SUCH REGISTRATION IS NOT REQUIRED. Principal Amount: $500,00 |
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| December 10, 2024 |
Exhibit 99.1 EXCHANGE AGREEMENT This Exchange Agreement, dated as of December 5, 2024 (this “Agreement”), is by and among Rennova Community Health, Inc., a Florida corporation (“RCHI”), FOXO Technologies Inc., a Delaware corporation (the “Company”), and Rennova Health, Inc., a Delaware corporation (the “Rennova”). WHEREAS, Rennova holds certain debt securities of RCHI as set forth on Annex A attac |
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| December 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 27, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 4, 2024 |
Exhibit 3.2 |
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| December 4, 2024 |
Exhibit 3.1 |
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| December 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 2, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 2, 2024 |
FOXO TECHNOLOGIES INC. ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS Exhibit 99.1 FOXO TECHNOLOGIES INC. ANNOUNCES RESULTS OF SPECIAL MEETING OF SHAREHOLDERS MINNEAPOLIS, MN, December 2, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), announces results of its Special Meeting of its Shareholders that was held on Friday, November 29, 2024. As previously announced, the Board of Directors of the Company had authorized a v |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 29, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 25, 2024 |
Exhibit 99.6 RCHI GROUP UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS Index to Unaudited Condensed Combined Financial Statements Unaudited Condensed Combined Financial Statements: PAGE Unaudited Condensed Combined Balance Sheet as of September 10, 2024 F-2 Unaudited Condensed Combined Statement of Operations for the Period January 1, 2024 to September 10, 2024 F-3 Unaudited Condensed Combined |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 25, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) Date of Report (Date Earliest Event Reported): September 10, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 729 N. Washington A |
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| November 25, 2024 |
RCHI GROUP COMBINED FINANCIAL STATEMENTS Index to Combined Financial Statements Exhibit 99.5 RCHI GROUP COMBINED FINANCIAL STATEMENTS Index to Combined Financial Statements Audited Combined Financial Statements: PAGE Report of Independent Registered Public Accounting Firm F-2 Combined Balance Sheets as of December 31, 2023 and 2022 F-3 Combined Statements of Operations for the Years Ended December 31, 2023 and 2022 F-4 Combined Statements of Stockholder’s Deficit for the Year |
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| November 25, 2024 |
FOXO TECHNOLOGIES INC., CONFIRMS DETAILS OF SPECIAL MEETING OF SHAREHOLDERS ON NOVEMBER 29, 2024. Exhibit 99.1 FOXO TECHNOLOGIES INC., CONFIRMS DETAILS OF SPECIAL MEETING OF SHAREHOLDERS ON NOVEMBER 29, 2024. MINNEAPOLIS, MN, November 25, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), will hold its previously announced Special Meeting of its Shareholders at 10:30 am EST on Friday, November 29, 2024. Following the filing of its Definitive Proxy S |
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| November 25, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS INTRODUCTION The accompanying unaudited pro forma condensed combined statements of operations reflect the combined financial position of FOXO Technologies, Inc. (“FOXO” or the “Company”), Myrtle Recovery Centers, Inc. (“Myrtle”) and the Rennova Community Health, Inc. (“RCHI “) Group for the nine months ended September 30, |
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| November 19, 2024 |
Exhibit 10.5 |
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| November 19, 2024 |
Advisory Agreement July 25, 2024 with J.H. Darbie & Co., Inc. Exhibit 10.2 |
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| November 19, 2024 |
Engagement of J.H. Darbie & Co., Inc. dated July 25, 2024 Exhibit 10.3 |
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| November 19, 2024 |
Services Agreement July 25, 2024 with Mark White Exhibit 10.4 |
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| November 19, 2024 |
Corporate Development Advisory Agreement dated July 25, 2024 with C L Talent Inc. Exhibit 10.1 |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO |
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| November 18, 2024 |
FOXO TECHNOLOGIES INC.’S BOARD OF DIRECTORS ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS Exhibit 99.1 FOXO TECHNOLOGIES INC.’S BOARD OF DIRECTORS ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS MINNEAPOLIS, MN, November 18, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), will hold a Special Meeting of its Shareholders at 10.30am EST on Friday, November 29, 2024. The Board of Directors of the Company has authorized a virtual meeting of its shar |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| November 18, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 18, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 14, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 000-18730 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report o |
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| November 7, 2024 |
FOXO / FOXO Technologies Inc. / Dowling Vincent J. Jr Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 3) Under the Securities Exchange Act of 1934 FOXO Technologies Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 351471305 (CUSIP Number) November 6, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 21, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 25, 2024 |
Exhibit 3.1 FORM OF AMENDED AND RESTATED BYLAWS OF FOXO TECHNOLOGIES INC. AMENDED AND RESTATED BY LAWS OF FOXO TECHNOLOGIES INC. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the |
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| October 24, 2024 |
PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 18, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 23, 2024 |
Certificate of Designation filed with the Delaware Secretary of State on October 18, 2024 Exhibit 3.1 |
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| October 18, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 18, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 15, 2024 |
FOXO TECHNOLOGIES INC., PROVIDES UPDATE ON 2024 ACCOMPLISHMENTS AND PLANS FOR REMAINDER OF THE YEAR Exhibit 99.1 FOXO TECHNOLOGIES INC., PROVIDES UPDATE ON 2024 ACCOMPLISHMENTS AND PLANS FOR REMAINDER OF THE YEAR MINNEAPOLIS, MN, October 15, 2024 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), provides a shareholder letter from Mark White, Interim CEO of FOXO, on what has been achieved in 2024 and what is planned for the remainder of 2024 and beyond. De |
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| October 15, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 15, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| September 23, 2024 |
FOXO / FOXO Technologies Inc. / Rennova Health, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOXO Technologies Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 351471305 Cusip Number Rennova Health, Inc. 400 S. Australian Avenue Suite 800 West Palm Beach, Florida 33401 Attn: Seamus Lagan (561) 855-1626 |
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| September 12, 2024 |
Exhibit 99.4 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of September 10, 2024 (this “Agreement”), made by Rennova Community Health, Inc., a Florida corporation, with offices located at 109 Peterson Road, Farragut, Tennessee 37934 (the “Company”), and each of the undersigned direct and indirect Subsidiaries of the Company from time to time, if any (each a “Grantor” and to |
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| September 12, 2024 |
Exhibit 99.3 SECURITY AND PLEDGE AGREEMENT SECURITY AND PLEDGE AGREEMENT, dated as of September 10, 2024 (this “Agreement”), made by FOXO Technologies Inc., a Delaware corporation, with offices located at 729 N. Washington Avenue, Suite 600, Minneapolis, Minnesota 55401 (the “GRANTOR”), in favor of the Noteholders (as hereinafter defined). WITNESSETH: WHEREAS, Rennova Community Health, Inc., a Flo |
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| September 12, 2024 |
AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT Exhibit 99.1 AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT THIS AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT (this “Agreement”) dated as of September 10, 2024, is by and among FOXO Technologies Inc., a Delaware corporation (“FOXO”), Rennova Community Health, Inc., a Florida corporation (“RCHI”), and Rennova Health, Inc., a Delaware corporation (“Rennova” or “RHI”). Each of FOXO, RCHI and RHI is r |
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| September 12, 2024 |
Exhibit 99.2 GUARANTY AGREEMENT This GUARANTY AGREEMENT is dated and effective as of September 10, 2024 (as amended, restated or modified from time to time, the “Guaranty”), and is made by FOXO Technologies Inc., a corporation incorporated under the laws of the State of Delaware (“FOXO”), and Scott County Community Hospital, Inc., a corporation incorporated under the laws of the State of Tennessee |
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| September 12, 2024 |
Exhibit 4.1 SENIOR NOTE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUAN |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): September 10, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 28, 2024 |
MYRTLE RECOVERY CENTERS, INC. FINANCIAL STATEMENTS Index to Financial Statements Exhibit 99.3 MYRTLE RECOVERY CENTERS, INC. FINANCIAL STATEMENTS Index to Financial Statements Audited Financial Statements: PAGE Report of Independent Registered Public Accounting Firm F-2 Balance Sheets as of December 31, 2023 and 2022 F-3 Statements of Operations for the Year Ended December 31, 2023 and from June 8, 2022 (the Date of Inception) to December 31, 2022 F-4 Statements of Stockholders |
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| August 28, 2024 |
Exhibit 99.4 MYRTLE RECOVERY CENTERS, INC. UNAUDITED CONDENSED FINANCIAL STATEMENTS Index to Unaudited Condensed Financial Statements PAGE Unaudited Condensed Balance Sheet as of June 13, 2024 F-2 Unaudited Condensed Statement of Operations for the Period January 1 to June 13, 2024 F-3 Unaudited Condensed Statement of Stockholders’ Deficit for the Period January 1 to June 13, 2024 F-4 Unaudited Co |
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| August 28, 2024 |
Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA For the Six Months Ended June 30, 2024 (In thousands, except per share amounts) FOXO Myrtle Recovery Technologies Inc. Centers, Inc. Pro Forma Historical Historical Combined Six Months Ended Period January 1 to Pro Forma Six Months Ended June 30, 2024 June 13, 2024 Adjustments June 30, 2024 (A) Net revenues $ 35 $ 281 |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) Date of Report (Date Earliest Event Reported): July 17, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 729 N. Washington Ave., |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO TECHN |
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| August 19, 2024 |
Exchange Agreement with Smithline Family Trust II dated May 28, 2024 Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 28th day of May, 2024, by and between FOXO Technologies, Inc., a Delaware corporation (the “Company”), and Smithline Family Trust II (“Smithline”). The Company and Smithline, each a “Party” and, together, the “Parties.” WHEREAS, on February 23, 2021, the Company issued to Puritan Partners LLC (“Pu |
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| August 14, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-39783 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 11-K ☐ Form 20-F ☒ Form 10-Q ☐ Form N-SAR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on For |
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| August 14, 2024 |
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): August 8, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 8, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): August 7, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 5, 2024 |
EX-2 2 ex2.htm Exhibit 2 |
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| August 5, 2024 |
FOXO / FOXO Technologies Inc. / Rennova Health, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FOXO Technologies Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 351471305 Cusip Number Rennova Health, Inc. 400 S. Australian Avenue Suite 800 West Palm Beach, Florida 33401 Attn: Seamus Lagan (561) 855-1626 |
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| August 5, 2024 |
Exhibit 4 |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 25, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Spencer C Chritopher 7551 SW 67 Avenue Miami, FL 33146 305 726 7931 (Name, Address and Telephone Number of |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Mark Brian White 9 King George V Place Winchester, UK SO22 SFU 44 7973 802488 (Name, Address and Telephone |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Martin Christopher Ward Flat 14 Doyle House 46 Trinity Church Road London, UK SW13 8ED 44 7785 334441 (Name |
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| July 23, 2024 |
Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 17, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): July 10, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 16, 2024 |
Exhibit 99.1 FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards MINNEAPOLIS, MN, July 16, 2024 — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), reports that it has received an official notice of noncompliance (the “NYSE |
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| June 28, 2024 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S |
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| June 28, 2024 |
Purchase Agreement dated January 30, 2024 with ClearThink Capital Partners, LLC Exhibit 10.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated as of January 30, 2024, is entered into by and between FOXO Technologies, Inc., a Delaware corporation, (the “Company”), and ClearThink Capital Partners, LLC, a Delaware limited liability company (the “Buyer”). A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption fro |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO TECH |
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| June 26, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 17, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 12, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 18, 2024 |
Exhibit 4.1 FORM OF SENIOR NOTE THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR |
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| June 18, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , between FOXO Technologies Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)). WHEREAS, subject to the terms and conditions set forth in |
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| June 18, 2024 |
Exhibit 99.2 FOXO Technologies Inc. Secures Up to $2.8 Million in Senior Notes to Fund Previously Announced Acquisition of Myrtle Recovery Centers, Inc. and Provide Additional Working Capital MINNEAPOLIS, MN, June 18, 2024 —FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), today announced that it has secured up to $2.8 million in Senior Notes from an institutional investor (“ |
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| June 14, 2024 |
Exhibit 99.1 FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements; Completes Steps it Believes are Required to Regain Compliance MINNEAPOLIS, MN, June 14, 2024 —FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), reports that it has received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regula |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 10, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporatio |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 10, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 14, 2024 |
Exhibit 99.1 FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards MINNEAPOLIS, MN, June 14, 2024 — FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), reports that it has received an official notice of noncompliance (the “NYSE |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): June 7, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 13, 2024 |
Exhibit 99.2 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) dated as of June 10, 2024, is by and among FOXO Technologies Inc., a Delaware corporation (“FOXO”), Rennova Community Health, Inc., a Florida corporation (“RCHI”), and Rennova Health, Inc., a Delaware corporation (“Rennova” or “RHI”). Each of FOXO, RCHI and RHI is referred to herein individually as a “Party,” or |
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| June 13, 2024 |
Exhibit 99.1 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT (this “Agreement”) dated as of June 10, 2024, is by and among Foxo Technologies Inc., a Delaware corporation (“FOXO”), Myrtle Recovery Centers, Inc., a Tennessee corporation (“Myrtle”), and Rennova Health, Inc., a Delaware corporation (“Rennova” or “RHI”). Each of FOXO, Myrtle and RHI is referred to herein individually as a “Party |
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| June 13, 2024 |
Exhibit 99.3 FOXO Technologies Enters into Share Exchange Agreements to Acquire Healthcare Operations from Rennova Health, Inc. Acquisition expected to be synergistic with FOXO’s epigenetic technology in community health and addiction recovery settings as well as contribute significant cash flow MINNEAPOLIS, MN, June 14, 2024 —FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-39783 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in |
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| June 6, 2024 |
Exhibit 97.1 FOXO TECHNOLOGIES INC. CLAWBACK POLICY The Board of Directors (the “Board”) of FOXO Technologies Inc. (the “Company”), upon recommendation of the Compensation Committee of the Board (the “Compensation Committee”) has adopted the following Dodd-Frank Clawback Policy (this “Policy”), effective as of June 5, 2024 (the “Effective Date”). 1. Purpose. The purpose of this Policy is to provid |
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| June 6, 2024 |
Consent of KPMG LLP, former independent registered public accounting firm of FOXO Technologies Inc. Exhibit 23.7 Consent of Independent Registered Public Accounting Firm We consent to the use of our report dated March 30, 2023, with respect to the consolidated financial statements of FOXO Technologies Inc., incorporated herein by reference. /s/ KPMG LLP Minneapolis, Minnesota June 6, 2024 |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num |
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| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Date of Report (Date Earliest Event Reported): May 30, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 729 N. Washington Ave., Suite 600 Minneapolis |
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| June 3, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Date of Report (Date Earliest Event Reported): May 28, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 729 N. Washington Ave., Suite 600 Minneapolis |
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| May 9, 2024 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): May 3, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 23, 2024 |
Exhibit 99.1 FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards MINNEAPOLIS, MN, April 23, 2024 — On April 17, 2024, FOXO Technologies Inc., a Delaware corporation(the “Company”), received an official notice of noncompliance (the “NYSE American |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): April 17, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 1, 2024 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 Commission File Number 001-39783 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 11-K ☐ Form 20-F ☐ Form 10-Q ☐ Form N-SAR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ Transition Report on |
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| February 20, 2024 |
FOXO / FOXO Technologies Inc. / Dowling Vincent J. Jr Passive Investment SC 13G/A 1 sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 FOXO Technologies Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 351471305 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| February 16, 2024 |
Exhibit 99.1 FOXO Technologies Announces Non-Binding Agreement for Potentially Transformative Merger with M2i Global Proposed Combination to Focus on Securing Our Nation’s Supply to Critical Materials and Resources MINNEAPOLIS, MN, Feb. 14, 2024 (GLOBE NEWSWIRE) - FOXO Technologies Inc. (NYSE American: FOXO) (the “Company”), today announced it has entered into a non-binding agreement (“Agreement”) |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): February 14, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| February 15, 2024 |
US3514713052 / FOXO TECHNOLOGIES INC / Christopher Spencer C - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Spencer C Chritopher 7551 SW 67 Avenue Miami, FL 33146 305 726 7931 (Name, Address and Telephone Number of P |
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| February 9, 2024 |
SC 13D/A 1 ea193211-13da1whitefoxotech.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Mark Brian White 9 King George |
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| February 9, 2024 |
SC 13D/A 1 ea193210-13da1wardfoxotech.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Martin Christopher Ward Flat 14 |
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| February 8, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271475 PROSPECTUS SUPPLEMENT NO. 21 (to Prospectus dated May 5, 2023) FOXO Technologies Inc. Up to 10,062,500 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants Up to 316,250 Shares of Class A Common Stock Issuable Upon Exercise of Private Warrants Up to 1,905,853 Shares of Class A Common Stock Issuable Upon Exercise of As |
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| February 8, 2024 |
FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272892 PROSPECTUS SUPPLEMENT NO. 16 (to Prospectus dated July 6, 2023) FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 6, 2023 (the “Prospectus”), which forms a part of our registration statement on Fo |
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| February 8, 2024 |
FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-274221 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated September 6, 2023) FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2023 (the “Prospectus”), which forms a part of our registration stateme |
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| February 7, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): February 1, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 7, 2024 |
Exhibit 99.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 1, 2024, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein sha |
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| February 7, 2024 |
Exhibit 99.1 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of February 1, 2024, by and between FOXO TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set fort |
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| February 5, 2024 |
US3514713052 / FOXO TECHNOLOGIES INC / WARD MARTIN CHRISTOPHER - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Martin Christopher Ward Flat 14 Doyle House 46 Trinity Church Road London, UK SW13 8ED 44 7785 334441 (Name, |
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| February 5, 2024 |
US3514713052 / FOXO TECHNOLOGIES INC / WHITE MARK BRIAN - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FOXO Technologies Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 351471305 (CUSIP Number) Mark Brian White 9 King George V Place Winchester, UK SO22 SFU 44 7973 802488 (Name, Address and Telephone N |
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| January 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 19, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 25, 2024 |
Exhibit 99.1 FOXO Technologies Announces Appointment of Capital Markets Veteran Francis Colt deWolf to the Board of Directors MINNEAPOLIS, MN, January 25, 2024 — FOXO Technologies Inc. (the “Company”), today announced the appointment of Francis Colt deWolf to the Company’s Board of Directors. Mr. deWolf III brings over 20 years of experience in the financial services Sector. He currently serves as |
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| January 23, 2024 |
FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-274221 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated September 6, 2023) FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2023 (the “Prospectus”), which forms a part of our registration stateme |
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| January 23, 2024 |
FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272892 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated July 6, 2023) FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 6, 2023 (the “Prospectus”), which forms a part of our registration statement on Fo |
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| January 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271475 PROSPECTUS SUPPLEMENT NO. 20 (to Prospectus dated May 5, 2023) FOXO Technologies Inc. Up to 10,062,500 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants Up to 316,250 Shares of Class A Common Stock Issuable Upon Exercise of Private Warrants Up to 1,905,853 Shares of Class A Common Stock Issuable Upon Exercise of As |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39783 FOXO |
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| January 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): January 12, 2024 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 19, 2024 |
MASTER SOFTWARE AND SERVICES AGREEMENT Exhibit 99.1 MASTER SOFTWARE AND SERVICES AGREEMENT This Master Software and Services Agreement (this “Agreement”), effective as of January 12, 2024 (the “Effective Date”), is by and between KR8 AI Inc., a Nevada corporation with an address at 112 North Curry Street, Carson City, Nevada 89703 (“Licensor”) and FOXO Technologies Inc., a Delaware corporation with offices located at 729 N. Washington |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): December 29, 2023 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 5, 2024 |
Letter from EisnerAmper LLP Dated January 5, 2024 Regarding Change in Certifying Accountant Exhibit 16.1 January 5, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Ladies and Gentleman: We have read Item 4.01 of Form 8-K dated December 29, 2023 of Foxo Technologies Inc. and are in agreement with the statements contained therein as it regards our firm. We have no basis to agree or disagree with other statements of the registrant contained in Item 4.01. Si |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 21, 2023 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 19, 2023 |
Exhibit 99.1 FOXO Technologies Inc. Announces Receipt of Notice of Non-Compliance with NYSE Continued Listing Requirements Reaffirms commitment to regaining compliance with the NYSE American continued listing standards MINNEAPOLIS, MN, December 19, 2023 — On November 21, 2023, FOXO Technologies Inc., a Delaware corporation(the “Company”), received an official notice of noncompliance (the “NYSE Ame |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FOXO Technologies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 351471305 (CUSIP Number) December 1, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| November 27, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 27, 2023 Foxo Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39783 85-1050265 State of Incorporation Commission File Number IRS Employer I.D.Number |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC File Number 001-39783 CUSIP Number 351471 305 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For period ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
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| November 13, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271475 PROSPECTUS SUPPLEMENT NO. 19 (to Prospectus dated May 5, 2023) FOXO Technologies Inc. Up to 10,062,500 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants Up to 316,250 Shares of Class A Common Stock Issuable Upon Exercise of Private Warrants Up to 1,905,853 Shares of Class A Common Stock Issuable Upon Exercise of As |
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| November 13, 2023 |
FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272892 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated July 6, 2023) FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 6, 2023 (the “Prospectus”), which forms a part of our registration statement on Fo |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): November 7, 2023 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 13, 2023 |
Exhibit 10.2 MUTUAL RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT Smithline Family Trust II and Puritan Partners LLC, and each of their heirs, executors, administrators, trustees, beneficiaries, assignors, assignees, members, predecessors, successors, affiliates, officers, directors, representatives, employees, associated persons, agents, contractors, stockholders, and at |
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| November 13, 2023 |
Exhibit 10.1 SETTLEMENT AGREEMENT This Settlement Agreement (the “Settlement Agreement”) is entered into as of the 7th day of November, 2023 (the “Effective Date”), by and between plaintiff Smithline Family Trust II, as Assignee of Puritan Partners LLC (“Smithline” or “Plaintiff’), on the one hand, and defendant FOXO Technologies Inc., a Delaware corporation and its subsidiaries (collectively, “FO |
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| November 13, 2023 |
FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-274221 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated September 6, 2023) FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2023 (the “Prospectus”), which forms a part of our registration stateme |
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| November 3, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271475 PROSPECTUS SUPPLEMENT NO. 18 (to Prospectus dated May 5, 2023) FOXO Technologies Inc. Up to 10,062,500 Shares of Class A Common Stock Issuable Upon Exercise of Public Warrants Up to 316,250 Shares of Class A Common Stock Issuable Upon Exercise of Private Warrants Up to 1,905,853 Shares of Class A Common Stock Issuable Upon Exercise of As |
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| November 3, 2023 |
FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-274221 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated September 6, 2023) FOXO Technologies Inc. Up to 3,668,750 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2023 (the “Prospectus”), which forms a part of our registration stateme |
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| November 3, 2023 |
FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-272892 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated July 6, 2023) FOXO Technologies Inc. Up to 19,312,823 Shares of Class A Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 6, 2023 (the “Prospectus”), which forms a part of our registration statement on Fo |
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| November 2, 2023 |
Letter Agreement, dated October 29, 2023, by and between FOXO Technologies Inc. and KR8 AI Inc. Exhibit 10.1 KR8 AI Inc. 112 North Curry Street Carson City, NV 89703 October 29, 2023 FOXO Technologies, Inc. 729 N. Washington Ave. Suite 600 Minneapolis, MN 55401 Re: Software License Dear FOXO Technologies Inc., This letter confirms that KR8 AI INC. and FOXO Technologies Inc. have agreed that KR8 will grant and does hereby grant to FOXO a provisional exclusive license (the “License”), limited |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event Reported): October 29, 2023 FOXO TECHNOLOGIES INC. (Exact name of registrant as specified in its charter) Delaware 001-39783 85-1050265 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 2, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FOXO TECHNOLOGIES INC. FOXO Technologies Inc., a Delaware corporation (the “Corporation”) does hereby certify that: FIRST: The name of the Corporation is FOXO Technologies Inc. SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as ame |
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| October 30, 2023 |
PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-275072 FOXO Technologies Inc. Up to 18,491,077 Shares of Class A Common Stock Up to 5,110,263 Shares of Class A Common Stock Issuable Upon Exercise of Rights This prospectus relates to the potential offer and resale from time to time by ClearThink Capital Partners, LLC (“ClearThink”), Mitchell Silberberg & Knupp LLP, a service provid |
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| October 25, 2023 |
FOXO Technologies Inc. October 25, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 RE: FOXO Technologies Inc. Registration Statement on Form S-1 Filed October 18, 2023, as amended File No. 333-275072 Acceleration Request Requested Date: Friday, October 27, 2023 Requested Time: 4:30 p.m. Eastern Time Ladies and Gentlem |
