FOXO Technologies Receives NYSE American Delisting Notice

TL;DR

**FOXO Technologies is getting delisted from NYSE American, expect major liquidity issues.**

AI Summary

FOXO Technologies Inc. announced on January 19, 2024, that it received a delisting notice from the NYSE American due to its failure to meet continued listing standards. This means the company's stock will no longer trade on that exchange, which could significantly reduce its liquidity and investor interest. For current or potential shareholders, this is a major red flag as it indicates severe financial or operational issues and makes the stock much harder to buy or sell.

Why It Matters

This delisting notice signals significant financial distress for FOXO Technologies, making its stock less accessible and potentially leading to a sharp decline in its value and investor confidence.

Risk Assessment

Risk Level: high — Delisting from a major exchange like NYSE American significantly reduces liquidity and investor confidence, indicating severe underlying financial or operational problems.

Analyst Insight

A smart investor would consider selling any existing shares of FOXO Technologies Inc. due to the imminent delisting and associated liquidity and valuation risks, or avoid initiating a position.

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — the registrant receiving the delisting notice
• NYSE American (company) — the stock exchange issuing the delisting notice
• January 19, 2024 (date) — the date of the earliest event reported, which is the delisting notice

Forward-Looking Statements

• FOXO Technologies Inc. stock will experience a significant drop in trading volume. (FOXO TECHNOLOGIES INC.) — high confidence, target: 2024-03-31
• The company's share price will likely decline further due to reduced investor confidence. (FOXO TECHNOLOGIES INC.) — high confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by ch
• $5,000 — the Company agreed to pay to Mr. deWolf $5,000 for director services to be performed.

Filing Documents

• ea192208-8k_foxotech.htm (8-K) — 38KB
• ea192208ex99-1_foxotech.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-006550.txt ( ) — 233KB
• foxow-20240119.xsd (EX-101.SCH) — 3KB
• foxow-20240119_lab.xml (EX-101.LAB) — 33KB
• foxow-20240119_pre.xml (EX-101.PRE) — 22KB
• ea192208-8k_foxotech_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard Transfer of Listing. On January 19, 2024, FOXO Technologies Inc., a Delaware corporation(the " Company "), received an official notice of noncompliance (the " NYSE American Notice ") from NYSE Regulation (" NYSE ") stating that the Company is noncompliant with Sections 803B(2)(c) and 803B(2)(a)(iii) of the Company Guide since its audit committee is not comprised of two independent members and does not have at least one member of the audit committee who is financially sophisticated. According to Section 803(B)(6)(b) of the Company Guide, the Company will have until the earlier of its next annual meeting or one year from the occurrence of the event that caused the failure to comply with the audit committee composition requirements, provided, however, that if the annual shareholders' meeting occurs no later than 75 days following the event that caused the failure to comply with these requirements, the company shall instead have 75 days from such event to regain compliance.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 23, 2024, the board of directors (the " Board ") of the Company (i) appointed Francis Colt deWolf III to the Board to serve as a director of the Company, effective immediately, and (ii) appointed Mr. deWolf to serve as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. deWolf, age 56, has over 20 years' experience in the financial services sector. From June 2009 until the President, he has served as President of Colt Capital LLC, a Florida-based company, whose principal activities focus on advising emerging market companies on private and public financing strategies, in particular, the reverse merger process. He is also engaged in lending using equity as collateral as well as trading equity. Notable transactions in which Mr. deWolf was instrumental include China Security (CSR), China Public Security (CNIT), and China Valve (CVVT) . The financing strategies undertaken by these companies have ranged from private equity, to public listings on the NASDAQ and the AMEX. Mr. deWolf's role in such transactions has not only been advisory; he has also raised capital, sourced legal and audit expertise, as well as ultimately orchestrated large share block sales to private equity funds in order to assist the company in optimizing its share position. From June 2019 to the present, Mr. deWolf has served as Managing Director of Crediblock.com LLC, a global digital productions and marketing agency. From October 2019 to the present, Mr. deWolf has served as Executive Director of Blockstreet Network, Inc., a firm dealing in in acquisition, enhancement and disposition of distressed titles of property. From March 2020 to the present, Mr. deWolf has served as President of Diamond Rock, Inc., a cash/non-cash sponsor of distressed real estate transactions. P

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 25, 2024, the Company issued a press release announcing its receipt of the NYSE American Notice. 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 Securities Exchange Act of 1934, as amended (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 r

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated January 25, 2024 104 Cover Page Interactive Data File (embedded within Inline XBRL document) 2

SIGNATURES

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: January 25, 2024 By: /s/ Mark White Name: Mark White Title: Interim Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR