FOXO Technologies Files 8-K with Key Corporate Changes
Ticker: FOXOW · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1812360
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-governance
TL;DR
FOXO just filed an 8-K showing major corporate moves: new deals, terminated agreements, equity sales, and exec changes.
AI Summary
On December 5, 2024, FOXO TECHNOLOGIES INC. filed an 8-K detailing several significant events. These include entering into and terminating material definitive agreements, creating direct financial obligations, and unregistered sales of equity securities. The filing also notes the departure of directors or officers and amendments to articles of incorporation or bylaws.
Why It Matters
This filing indicates significant corporate restructuring and potential financial shifts for FOXO TECHNOLOGIES INC., which could impact its operational direction and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, suggesting potential financial and operational risks.
Key Players & Entities
- FOXO TECHNOLOGIES INC. (company) — Filer
- Delwinds Insurance Acquisition Corp. (company) — Former company name
- 2024-12-05 (date) — Report date
- 2024-12-10 (date) — Filing date
FAQ
What specific material definitive agreements were entered into and subsequently terminated by FOXO TECHNOLOGIES INC.?
The filing indicates the entry into and termination of material definitive agreements, but does not specify the details of these agreements in the provided text.
What is the nature of the direct financial obligation or off-balance sheet arrangement created by FOXO TECHNOLOGIES INC.?
The filing states the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement, but the specific details are not provided in this excerpt.
What were the circumstances surrounding the unregistered sales of equity securities by FOXO TECHNOLOGIES INC.?
The filing mentions unregistered sales of equity securities, but the details regarding the amount, price, and purchasers are not specified in the provided text.
Which directors or officers departed from FOXO TECHNOLOGIES INC., and were there any new elections or appointments?
The filing notes the departure of directors or certain officers, and potential elections or appointments, but does not name the individuals involved in this excerpt.
Were there any amendments to FOXO TECHNOLOGIES INC.'s articles of incorporation or bylaws, or a change in its fiscal year?
The filing indicates potential amendments to articles of incorporation or bylaws and a change in fiscal year, but the specific changes are not detailed in the provided text.
Filing Stats: 2,998 words · 12 min read · ~10 pages · Grade level 11.7 · Accepted 2024-12-10 08:45:23
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 ")
- $21,000,000 — HI. Pursuant to the Exchange Agreement, $21,000,000 of the principal of the Note is to be e
- $1,000,000 — yable to RHI in the principal amount of $1,000,000 on the same terms of the Note (the " Ne
- $100,000 — rovided for the following: Payment of $100,000 to Mr. White at signing; Appointment
- $120,000 — nd FOXO Labs providing a base salary of $120,000 per year and payment of a car lease for
- $1,750 m — ease for a minimum of three years up to $1,750 monthly. The issuance to Mr. White of a
- $500,000 m — the Company in the principal amount of $500,000 maturing on January 2, 2025, which will b
- $250,000 b — e satisfied in full upon the payment of $250,000 by December 31, 2024 (the " White Note ")
- $3,000,000 — and final satisfaction of approximately $3,000,000 owed to KR8 and the MSSA was terminated
- $2,800,000 — the aggregate principal amount of up to $2,800,000 (each a " Note " or, together, the " No
- $840,000 — haser a Note in the principal amount of $840,000 for cash consideration of $750,000. O
- $750,000 — t of $840,000 for cash consideration of $750,000. On August 1, 2024, the Company issue
- $280,000 — haser a Note in the principal amount of $280,000 for cash consideration of $250,000. O
Filing Documents
- form8-k.htm (8-K) — 89KB
- ex3-1.htm (EX-3.1) — 14KB
- ex4-1.htm (EX-4.1) — 96KB
- ex4-2.htm (EX-4.2) — 20KB
- ex99-1.htm (EX-99.1) — 61KB
- ex99-2.htm (EX-99.2) — 162KB
- ex99-3.htm (EX-99.3) — 63KB
- ex99-4.htm (EX-99.4) — 160KB
- ex99-5.htm (EX-99.5) — 15KB
- ex3-1_001.jpg (GRAPHIC) — 446KB
- ex3-1_002.jpg (GRAPHIC) — 465KB
- ex3-1_003.jpg (GRAPHIC) — 468KB
- ex3-1_004.jpg (GRAPHIC) — 561KB
- ex3-1_005.jpg (GRAPHIC) — 664KB
- ex3-1_006.jpg (GRAPHIC) — 814KB
- ex3-1_007.jpg (GRAPHIC) — 732KB
- ex3-1_008.jpg (GRAPHIC) — 802KB
- ex3-1_009.jpg (GRAPHIC) — 714KB
- ex3-1_010.jpg (GRAPHIC) — 710KB
- ex3-1_011.jpg (GRAPHIC) — 793KB
- ex3-1_012.jpg (GRAPHIC) — 777KB
- ex3-1_013.jpg (GRAPHIC) — 742KB
- ex3-1_014.jpg (GRAPHIC) — 652KB
- ex3-1_015.jpg (GRAPHIC) — 714KB
- ex3-1_016.jpg (GRAPHIC) — 154KB
- ex3-1_017.jpg (GRAPHIC) — 67KB
- ex3-1_018.jpg (GRAPHIC) — 297KB
- 0001493152-24-049376.txt ( ) — 15546KB
- foxo-20241205.xsd (EX-101.SCH) — 3KB
- foxo-20241205_lab.xml (EX-101.LAB) — 33KB
- foxo-20241205_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
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: December 10, 2024 By: /s/ Seamus Lagan Name: Seamus Lagan Title: Chief Executive Officer