Rennova Health Amends FOXO Technologies Stake Filing

TL;DR

Rennova Health updated its 13D filing for FOXO Tech. Keep an eye on this.

AI Summary

Rennova Health, Inc. has filed an amendment (SC 13D/A) on September 23, 2024, regarding its ownership in FOXO Technologies Inc. The filing indicates a change in the reporting person's holdings, though specific new dollar amounts or percentages are not detailed in this excerpt. Rennova Health, Inc. was formerly known as CollabRx, Inc. and TEGAL CORP /DE/.

Why It Matters

This filing signals a potential shift in control or significant shareholder interest in FOXO Technologies Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can precede significant corporate actions or stock price volatility.

Key Players & Entities

• FOXO Technologies Inc. (company) — Subject company
• Rennova Health, Inc. (company) — Reporting person
• CollabRx, Inc. (company) — Former name of Rennova Health, Inc.
• TEGAL CORP /DE/ (company) — Former name of Rennova Health, Inc.
• Delwinds Insurance Acquisition Corp. (company) — Former name of FOXO Technologies Inc.

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securiti
• $20 million — Medical Center) was to be exchanged for $20 million of convertible preferred stock (the &ld
• $100 — from shares of FOXO Preferred Stock to $100. In addition, RCHI issued to Rennova a
• $22,000,000 — secured note in the principal amount of $22,000,000 (subject to adjustment) (the “RCH
• $1.00 — Rennova will receive the equivalent of $1.00 stated value of FOXO Series A Preferred

Filing Documents

• formsc13da.htm (SC 13D/A) — 59KB
• 0001493152-24-037806.txt ( ) — 61KB

Security and Issuer

Item 1. Security and Issuer This Amendment No.1 to Schedule 13D amends the Schedule 13D dated July 17, 2024, with respect to the Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of FOXO Technologies Inc., a Delaware corporation (the “Issuer”). Except as expressly amended below, the Schedule 13D, dated July 17, 2024, remains in effect.

Purpose of Transaction

Item 4. Purpose of Transaction On June 10, 2024, Rennova Health, Inc. (“Rennova”) and its subsidiary Rennova Community Health, Inc. (“RCHI”), entered into a Stock Exchange Agreement (the “RCHI Agreement”) with the Issuer. Pursuant to the RCHI Agreement, Rennova’s equity interest in RCHI (which predominantly consists of Rennova’s critical access hospital, d/b/a as Big South Fork Medical Center) was to be exchanged for $20 million of convertible preferred stock (the “FOXO Preferred Stock”) in the Issuer (subject to certain adjustments). Closing of the RCHI Agreement was subject to a number of conditions, including approval by the stockholders of each of Rennova and the Issuer. As part of its stockholder approval of the RCHI Agreement, the Issuer agreed to seek stockholder approval to expand its Board of Directors to five members and that five persons proposed by Rennova (which would include two Issuer directors) be elected as directors of the Issuer and that all other directors of the Issuer be deemed to have been removed. On September 10, 2024, the parties to the RCHI Agreement entered into an Amended and Restated Stock Exchange Agreement (the “Amendment”) which revised the consideration payable to Rennova from shares of FOXO Preferred Stock to $100. In addition, RCHI issued to Rennova a senior secured note in the principal amount of $22,000,000 (subject to adjustment) (the “RCHI Note”). The RCHI Note matures on September 10, 2026 and accrues interest on any outstanding principal amount at the rate of 8% per annum for the first six months, increasing to 12% per annum thereafter. Upon an event of default, the interest rate shall increase to 20% per annum. The RCHI Note requires principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI and its subsidiary Scott County Community Hospital, Inc. (“Scott County”). Th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) – (c) As of the date of this Amendment No.1 to Schedule 13D, Rennova beneficially owns 1,023,629 shares of Class A Common Stock, representing 7.51% of the shares of Class A Common Stock outstanding (based on 13,631,554 shares of Class A Common Stock issued and outstanding on August 19, 2024 as reported on the Issuer’s Quarterly Report on Form 10-Q for the Three Months Ended June 30, 2024). Rennova has sole power to vote and the sole power to dispose of such shares. To Rennova’s knowledge, none of the Related Persons beneficially owns any Class A Common Stock. Except as described in Item 4, during the past 60 days, none of Rennova or, to Rennova’s knowledge, none of the Related Persons has effected any transaction in the Class A Common Stock.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Items 3 and 4 above summarize certain provisions of the Myrtle Agreement, the RCHI Agreement, the Amendment, the RCHI Note, the Guaranty, the RCHI Pledge Agreement and the FOXO Pledge Agreement and are incorporated herein by reference. In addition, the Issuer and Rennova entered into a Registration Rights Agreement in connection with the shares of Class A Common Stock issued to Rennova in connection with the Myrtle Agreement. This agreement grants certain piggyback registration rights to Rennova for such shares. A copy of each the Myrtle Agreement, the RCHI Agreement, the Amendment, the RCHI Note, the Guaranty, the RCHI Pledge Agreement, the FOXO Pledge Agreement and the Registration Rights Agreement is attached as an exhibit to this Schedule 13D and is incorporated herein by reference. Except as set forth herein, none of Rennova or the Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits Exhibit Number Description 1 Stock Exchange Agreement, dated as of June 10, 2024, among FOXO Technologies Inc., Myrtle Recovery Centers, Inc. and Rennova Health, Inc. (incorporated by reference to Exhibit 10.1 to Rennova’s Current Report on Form 8-K filed with the SEC on June 17, 2024). 2 Consent and Waiver, dated as of June 25, 2024, among FOXO Technologies Inc., Myrtle Recovery Centers, Inc., and Rennova Health, Inc.* 3 Stock Exchange Agreement, dated as of June 10, 2024, among FOXO Technologies Inc., Rennova Community Health, Inc. and Rennova Health, Inc. (incorporated by reference to Exhibit 10.2 to Rennova’s Current Report on Form 8-K filed with the SEC on June 17, 2024). 4 Registration Rights Agreement, dated June 14, 2024, between FOXO Technologies Inc. and Rennova Health, Inc. * 5 Amended and Restated Stock Exchange Agreement, dated as of September 10, 2024, among FOXO Technologies Inc., Rennova Community Health, Inc., and Rennova Health, Inc. (incorporated by reference to Exhibit 10.2 to Rennova’s Current Report on Form 8-K filed with the SEC on September 20, 2024). 6 Senior Secured Note, dated September 10, 2024, issued by Rennova Community Health, Inc. (incorporated by reference to Exhibit 10.3 to Rennova’s Current Report on Form 8-K filed with the SEC on September 20, 2024). 7 Guaranty Agreement, dated as of September 10, 2024, made by FOXO Technologies Inc. and Scott County Community Hospital, Inc. in favor of Rennova Health, Inc. (incorporated by reference to Exhibit 10.4 to Rennova’s Current Report on Form 8-K filed with the SEC on September 20, 2024). 8 Security and Pledge Agreement, dated as of September 10, 2024, by Rennova Community Health, Inc. and Scott County Community Hospital, Inc. in favor of Rennova Health, Inc. (incorporated by reference to Exhibit 10.5 to Rennova’s Current Report on Form 8-K filed with the SEC on September 20,

Signatures

Signatures After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. RENNOVA HEALTH, INC. By: /s/ Seamus Lagan Name: Seamus Lagan Title: Chief Executive Officer September 23, 2024

View Full Filing

View this SC 13D/A filing on SEC EDGAR