FOXO Technologies Secures $1M Promissory Note, Netting $900K

TL;DR

**FOXO just took on a $1M promissory note, getting $900K cash, due in August with 10% interest.**

AI Summary

FOXO Technologies Inc. entered into a new financial obligation on February 14, 2024, by issuing a promissory note for $1,000,000 to an unnamed accredited investor. This note carries an original issue discount of $100,000, resulting in net proceeds of $900,000 for the company. The note matures on August 14, 2024, and bears an interest rate of 10% per annum, payable monthly.

Why It Matters

This new debt provides FOXO Technologies with much-needed capital, but also adds to its financial obligations with a short maturity period and interest payments.

Risk Assessment

Risk Level: medium — The company incurred a new financial obligation with a relatively short maturity period of six months, increasing its debt burden.

Key Numbers

• $1,000,000 — Promissory Note Principal (New financial obligation incurred by FOXO Technologies Inc.)
• $900,000 — Net Proceeds (Cash received by FOXO Technologies Inc. after discount)
• August 14, 2024 — Maturity Date (Deadline for repayment of the promissory note)
• 10% — Interest Rate (Annual interest payable on the promissory note)

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — Registrant
• $1,000,000 (dollar_amount) — Principal amount of promissory note
• February 14, 2024 (date) — Date of earliest event reported
• $100,000 (dollar_amount) — Original issue discount
• $900,000 (dollar_amount) — Net proceeds from promissory note
• August 14, 2024 (date) — Maturity date of promissory note
• 10% (dollar_amount) — Interest rate per annum

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by ch
• $750,000 — , 2024 in the principal amount of up to $750,000 (the " Note "). The Note matures on Jan

Filing Documents

• ea193976-8k_foxotech.htm (8-K) — 39KB
• ea193976ex99-1_foxotech.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-014814.txt ( ) — 234KB
• foxo-20240214.xsd (EX-101.SCH) — 3KB
• foxo-20240214_lab.xml (EX-101.LAB) — 33KB
• foxo-20240214_pre.xml (EX-101.PRE) — 22KB
• ea193976-8k_foxotech_htm.xml (XML) — 4KB

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On February 15, 2024, the board of directors of FOXO Technologies Inc., a Delaware corporation (the " Company "), approved entering into a purchase agreement with ClearThink Capital Partners, LLC, a Delaware limited liability company (" ClearThink ") pursuant to which the Company agreed to issue to ClearThink a promissory note on January 30, 2024 in the principal amount of up to $750,000 (the " Note "). The Note matures on January 30, 2025 and has an interest rate of 12% per annum (22% after the occurrence of an Event of Default, as defined in the Note). 10% of all future purchase notices from the existing Strata Purchase Agreement with ClearThink must be directed toward repayment of the Note until the Note is paid off. The following is a summary of the "Events of Default": Failure to pay amounts owed under the Note, including accrued and unpaid interest, at maturity; Uncured breach of covenants; Breach of representations and warranties; Appointment of receiver or trustee; Commencement of bankruptcy, insolvency, reorganization or liquidation proceedings; Delisting of Common Stock from exchange or OTC Markets, if applicable; Failure to comply with reporting under the Exchange Act of 1934, as amended (the " Exchange Act "); Liquidation; Cessation of operations; Restatement of financial statements; or Cross-default of any other agreement with ClearThink.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 14, 2024, the Company issued a press release announcing it has entered into a non-binding agreement for a proposed merger with M2i Global, Inc. (OTC: MTWO), which specializes in the development and execution of a complete global value supply chain for critical minerals for the U.S. government and U.S. free trade partners, as well as creating a strategic mineral reserve in partnership with the U.S. Federal Government . 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. 1 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 NY

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated February 14, 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: February 16, 2024 By: /s/ Mark White Name: Mark White Title: Interim Chief Executive Officer 3

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View this 8-K filing on SEC EDGAR