false
0001812360
0001812360
2024-11-18
2024-11-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
File Number) |
|
(IRS
Employer
Identification No.) |
729
N. Washington Ave., Suite 600
Minneapolis, MN |
|
55401 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(612)
800-0059
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On November 18, 2024, FOXO Technologies Inc., a Delaware corporation (the
“Company”), issued a press release which announced the Special Meeting of Shareholders to be held on November 29, 2024
at 10:30 am Eastern Time. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed”
for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on
Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto,
is material or that the dissemination of such information is required by Regulation FD.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form
8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “if,” “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other comparable terminology and include statements regarding the NYSE American Notice and whether
the Company will regain compliance with the NYSE American’s continued listing standards. These forward-looking statements are based
on information currently available to the Company’s management as well as estimates and assumptions made by its management and
are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained
in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which
may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from
any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking
statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these
forward-looking statements after such date.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FOXO
Technologies Inc. |
| |
|
|
| Date:
November 18, 2024 |
By: |
/s/
Mark White |
| |
Name: |
Mark
White |
| |
Title: |
Interim
Chief Executive Officer |
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 shareholders (the “Special Meeting”) to be held
on Friday, November 29, 2024, at 10:30 a.m. Eastern Standard Time to approve several proposals. The record date was November 15, meaning
that all shareholders of record on November 15, 2024, will be entitled to vote on the approvals requested.
The
Company has several approvals it requires from its shareholders as a result of transactions entered into and plans to hold this Special
Meeting, followed by an Annual General Meeting for 2024, details of which will follow in the coming weeks.
At
the Special Meeting, shareholders will be asked to vote on the following approvals. (full details of the approvals are included in our
Definitive Proxy Statement filed with the SEC) on November 15, 2024, as amended.
Shareholder
Proposals:
1.
Until recently the Company was at risk of the trading price of its Class A Common Stock falling below the $0.10 minimum requirement for
NYSE American continued listing requirements and the Board of Directors determined it was prudent and necessary to ask the shareholders
to approve a reverse stock split of our issued and outstanding Class A Common Stock any time before September 30, 2025, at a ratio ranging
from one-for-five (1:5) to one-for-one hundred (1:100) (the “Reverse Split”) with the exact ratio within such range to be
determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders
before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split. In the event the Company’s
share price does not risk triggering the $0.10 minimum requirement for NYSE American continued listing requirements the Board of Directors
may decide not to complete a reverse split.
2.
The Company has entered into an Exchange Agreement with a debt holder who it has been unable to repay, and the Company desires to have
the debt holder exchange their debt to equity. The Company is asking its shareholders to approve, for purposes of complying with NYSE
American Rule 713, the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock
that was outstanding immediately prior to the Exchange Agreement when it was entered into but not exceeding 11,288,568 shares. The debt
outstanding was approximately $1,945,000 at September 30, 2024. The quantity and value of Class A Common Stock the Company will be required
to issue will be related directly to the debt exchanged to equity on the date exchanged.
3.
The Company has entered into an agreement with ClearThink Capital Partners, LLC that will give the Company access to a $5 million Equity
Line of Credit the Company can draw on if needed to support the business objectives of the Company. The Company is asking its shareholders
to approve, for purposes of complying with NYSE American Rule 713, the issuance of shares of Class A Common Stock in an amount equal
to or in excess of 20% of our Class A Common Stock outstanding immediately prior to such issuance in connection with the Strata Purchase
Agreement dated October 13, 2023 with ClearThink Capital Partners, LLC (“ClearThink”), as supplemented by the Supplement
to Strata Purchase Agreement, dated as of October 13, 2023, and as amended, with ClearThink Capital Partners, LLC (the “Strata
Purchase Agreement”) whereby ClearThink agreed to purchase up to $5,000,000 of shares of our Class A Common Stock and in connection
with the Finder’s Fee Agreement, dated as of October 9, 2023, as amended (the “Finder Agreement”), with J.H. Darbie
& Co., Inc., a registered broker-dealer (the “Finder”) but not exceeding 40,000,000 shares. The quantity and value of
Class A Common Stock the Company will be required to issue will be related directly to the cash it draws from the Equity Line of Credit,
if used, on the date drawn.
4.
The Company entered into an agreement with an institutional investor to receive up to $2.5 million in debt funding. The Company has received
$1 million at this time and is asking its shareholders to approve, for purposes of complying with NYSE American Rule 713, the issuance
of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding immediately prior
to such issuance in connection with the Securities Purchase Agreement (the “SPA”) with an institutional investor (the “Purchaser”)
pursuant to which the Company agreed to issue to the Purchaser and subsequent purchasers who will also be parties to the SPA (the Purchaser,
together with the purchasers, the “Purchasers”) Senior Notes in the aggregate principal amount of up to $2,800,000 (each
a “Note” or, together, the “Notes”) but not exceeding 30,800,000 shares. The quantity and value of Class A Common
Stock the Company will be required to issue will be directly to the value of debt converted to equity on the date concerted.
5.
To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing
proposals if there are not sufficient votes to approve the foregoing proposals; and
6.
Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.
“We
have had a productive year to date and continue to take all steps necessary to ensure we build FOXO into a successful company,”
said Mark White, Interim CEO of FOXO, “we look forward to the continued support of our shareholders and ask that they support the
approvals requested”
About
FOXO Technologies Inc. (“FOXO”)
FOXO
owns and operates three subsidiaries.
Foxo
Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology
and product solutions for various industries.
Myrtle
Recovery Centers, Inc., a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for detox and residential
treatment and outpatient services for MAT and OBOT Programs.
Rennova
Community Health, Inc., owns and operates Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical), a critical access designated
(CAH) hospital in East Tennessee.
For
more information about FOXO, visit www.foxotechnologies.com.
Forward-Looking
Statements
This
press release contains certain forward-looking statements for purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein, including
statements about the delisting of the Warrants from NYSE American, trading of the Warrants in the over-the-counter market, the continued
listing of the Company’s Class A common stock on NYSE American, and other statements identified by words such as “will likely
result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,”
“intend,” “plan,” “projection,” “outlook” or words of similar meaning, but the absence
of these words does not mean that a statement is not forward-looking. Any such forward-looking statements are based upon the current
beliefs and expectations of the Company’s management and are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and generally beyond the Company’s control. Many factors
could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited
to the possibility that the Plan will not be accepted by NYSE American, the Company will be unable to satisfy other continued listing
requirements of NYSE American for its Class A common stock to maintain the listing of the Class A common stock on NYSE American; the
risk of changes in the competitive and highly regulated industries in which FOXO operates; variations in operating performance across
competitors or changes in laws and regulations affecting FOXO’s business; the ability to implement FOXO’s business plans,
forecasts, and other expectations; the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or
maintain profitability in the future; potential inability of FOXO to establish or maintain relationships required to advance its goals
or to achieve its commercialization and development plans; the enforceability of FOXO’s intellectual property, including its patents
and the potential infringement on the intellectual property rights of others; and the risk of downturns and a changing regulatory landscape
in the highly competitive biotechnology industry or in the markets or industries in which FOXO operates, including the highly regulated
insurance industry. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the
other risks and uncertainties discussed in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors”
sections of those reports, and in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and FOXO assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result
of new information, future events, or otherwise.
Contact:
Crescendo
Communications, LLC
(212)
671-1020
foxo@crescendo-ir.com
v3.24.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
FOXO Technologies (PK) (USOTC:FOXOW)
過去 株価チャート
から 11 2024 まで 12 2024
FOXO Technologies (PK) (USOTC:FOXOW)
過去 株価チャート
から 12 2023 まで 12 2024
