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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
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 25, 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 and different ways to vote. 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 25, 2024 |
By: |
/s/
Mark White |
| |
Name: |
Mark
White |
| |
Title: |
Interim
Chief Executive Officer |
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 Statement filed with the SEC on November 15, 2024, the Company is holding a virtual meeting of its
shareholders (the “Special Meeting”) on Friday, November 29, 2024, at 10:30 a.m. Eastern Standard Time.
Shareholders
of record on November 15, 2024, will be entitled to vote on the approvals requested. All shareholder votes are important. Once our shareholders
receive their Proxy Cards, there are two ways for you to vote.
Firstly,
shareholders can use the internet. Please go to www.cstproxyvote.com. Have your proxy card to hand and when you access the website,
please follow the prompts to cast your votes.
Secondly,
should a shareholder wish to attend the meeting, please login to https://www.cstproxy.com/foxotechnologies/2024 by 10:30 am
EST on Friday November 29, 2024. You will need your 12-digit control number (that is printed on your Proxy Card). During the meeting
you will be able to submit your vote electronically.
The
Board of Directors asks that all shareholders vote in favor of the six Proposals listed on the Proxy Card and appreciates continued support
from its shareholders.
“As
previously announced, we have this Special Meeting and an Annual General Meeting (AGM) to complete before the year end,” said Mark
White, Interim CEO of FOXO. “We look forward to the continued support of our shareholders as we come to the end of what has been
a successful and transformatory year for our Company.”
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
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FOXO Technologies (PK) (USOTC:FOXOW)
過去 株価チャート
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過去 株価チャート
から 12 2023 まで 12 2024
