FOXO Technologies Reports Material Agreement and Acquisition

TL;DR

FOXO just signed a big deal and bought something, plus new debt and exec changes. Big moves happening.

AI Summary

On September 10, 2024, FOXO TECHNOLOGIES INC. (formerly Delwinds Insurance Acquisition Corp.) entered into a material definitive agreement and completed an acquisition. The company also reported the creation of a direct financial obligation and changes in its board and officer compensation arrangements. Specific details regarding the financial obligations and acquisition are not fully elaborated in this initial filing.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and an acquisition, which could impact FOXO Technologies' business operations and financial structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and an acquisition, which inherently carry risks related to integration, financial performance, and market reception.

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — Registrant
• Delwinds Insurance Acquisition Corp. (company) — Former Company Name
• September 10, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO NYSE American Indicate by ch
• $100 — ies A Preferred Stock of the Company to $100. In addition, under the Amendment, RCHI
• $22,000,000 — senior note in the principal amount of $22,000,000 (subject to adjustments) (the " Note ")

Filing Documents

• form8-k.htm (8-K) — 56KB
• ex4-1.htm (EX-4.1) — 91KB
• ex99-1.htm (EX-99.1) — 236KB
• ex99-2.htm (EX-99.2) — 70KB
• ex99-3.htm (EX-99.3) — 130KB
• ex99-4.htm (EX-99.4) — 161KB
• 0001493152-24-036064.txt ( ) — 1055KB
• foxo-20240910.xsd (EX-101.SCH) — 3KB
• foxo-20240910_lab.xml (EX-101.LAB) — 33KB
• foxo-20240910_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

03

Item 2.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Amendment, on September 10, 2024, the board of directors (the " Board ") of the Company appointed Seamus Lagan and Trevor Langley to the Board to serve as directors of the Company, effective September 10, 2024. Seamus Lagan , age 55, was appointed Chief Executive Officer and President and a director of RHI, a company subject to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), on November 2, 2015 and as Chief Executive Officer and a director of Medytox Solutions, Inc., the predecessor business to a merger with RHI in 2015, and now a wholly-owned subsidiary of RHI (" Medytox "), effective September 15, 2014. Mr. Lagan served as Interim Chief Financial Officer of RHI from September 30, 2016 through May 24, 2017. He was again appointed Interim Chief Financial Officer effective October 13, 2017, and served through April 8, 2019. Mr. Lagan has also been the Interim Chief Financial Officer of RHI since May 10, 2019. Mr. Lagan has been, through Alcimede LLC until November 1, 2021 and Alcimede Limited since November 1, 2021, a consultant to Medytox since May 2011. Mr. Lagan is the managing director of Alcimede Limited, a Bahamas company that provides various consulting services, including management, organization, and financial consulting services. Mr. Lagan also currently serves, through Alcimede Limited, as chief executive officer of most of the subsidiaries of RHI, including RCHI. Trevor Langley , age 61, has served as a director of RHI, a company subject to section 13(a) or 15(d) of the Exchange Act, since April 9, 2017. Since 2006, he has been the owner and managing partner of Avanti Capital Group LLC/Avanti Partners, LLC (" Avanti "). Avanti assists micro, small and mid-cap publicly traded companies and those looking to become publi

(a) of Regulation S-K

Item 404(a) of Regulation S-K. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Exhibit Description 4.1 Senior Note issued by Rennova Community Health, Inc. to Rennova Health, Inc. on September 10, 2024 99.1 Amended and Restated Stock Exchange Agreement dated September 10, 2024 with Rennova Community Health, Inc. to Rennova Health, Inc. 99.2 Guaranty Agreement dated September 10, 2024 with Scott County Community Hospital, Inc. and Rennova Health, Inc. 99.3 Security and Pledge Agreement dated September 10, 2024 with Rennova Health, Inc. 99.4 Security and Pledge Agreement dated September 10, 2024 by, between, and among with Rennova Health, Inc., Rennova Community Health, Inc., and Scott County Community Hospital, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 12, 2024 By: /s/ Mark White Name: Mark White Title: Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR