FOXO Technologies Inc. Faces Delisting Concerns

TL;DR

FOXO might get delisted, former SPAC alert.

AI Summary

FOXO Technologies Inc. filed an 8-K on June 14, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The company was formerly known as Delwinds Insurance Acquisition Corp. and changed its name on May 18, 2020. The filing also includes Regulation FD disclosures and financial statements.

Why It Matters

This filing indicates potential issues with FOXO Technologies Inc.'s continued listing on an exchange, which could significantly impact its stock value and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards poses a significant risk to the company's continued operation and stock viability.

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — Registrant
• Delwinds Insurance Acquisition Corp. (company) — Former company name
• June 10, 2024 (date) — Date of earliest event reported
• June 14, 2024 (date) — Filing date
• May 18, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by ch

Filing Documents

• ea0207918-8k_foxotech.htm (8-K) — 35KB
• ea020791801ex99-1_foxotech.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-052812.txt ( ) — 229KB
• foxo-20240610.xsd (EX-101.SCH) — 3KB
• foxo-20240610_lab.xml (EX-101.LAB) — 33KB
• foxo-20240610_pre.xml (EX-101.PRE) — 22KB
• ea0207918-8k_foxotech_htm.xml (XML) — 4KB

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 June 10, 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 not in compliance with NYSE American continued listing standards (the " Delinquency Notification ") due to an outstanding balance of listing fees over 180 days old and NYSE provided the Company until June 7, 2024 to provide payment before the Company would become subject to the noncompliance procedures (the " Delinquency "). The Company failed to pay the fee by June 7, 2024. As a result, receipt of the Delinquency Notification was NYSE Regulation's official notice of noncompliance with Section 1003(f)(iv) of the Company Guide. The Company is now subject to the procedures and requirements set forth in Section 1009 of the Company Guide. In connection with its non-compliance with Section 1003(f)(iv) of the Company Guide, the Company must submit a written response by June 17, 2024 advising of actions it has taken or will take to pay its past-due fees in full to NYSE within 30 calendar days of receipt of the Delinquency Notification. If the Company does not submit the written response or if the actions proposed by the Company in its written response are deemed unacceptable by NYSE, NYSE will commence delisting proceedings. Furthermore, if NYSE accepts the actions proposed by the Company in its written response and the Company does not make progress towards full payment of all past-due fees consistent with the proposed actions as accepted by NYSE, NYSE staff will initiate delisting proceedings as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide. The Company must contact NYSE by June 14, 2024, to confirm receipt of the Delinquency Notification, discuss any poss

01

Item 7.01. Regulation FD Disclosure. On June 14, 2024, the Company issued a press release announcing its receipt of the Delinquency 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 result

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated June 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: June 14, 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