Mark Brian White Discloses Significant Stake in FOXO Technologies

TL;DR

**Mark Brian White just revealed a big stake in FOXO Technologies, signaling potential shake-ups ahead.**

AI Summary

Mark Brian White has filed an initial Schedule 13D, indicating he has acquired a significant stake in FOXO Technologies Inc. This filing, dated January 19, 2024, signals that White now holds a position that allows him to potentially influence the company's management and strategic direction. For current or prospective FOXO Technologies shareholders, this matters because a new substantial shareholder could advocate for changes that impact share value, such as a sale of the company, a change in leadership, or a shift in business strategy.

Why It Matters

A new major shareholder like Mark Brian White could push for strategic changes at FOXO Technologies, potentially leading to increased volatility or a shift in the company's future direction.

Risk Assessment

Risk Level: medium — The entry of a new significant shareholder can introduce uncertainty regarding future company strategy and potential activist actions.

Analyst Insight

An investor should monitor future filings from Mark Brian White and FOXO Technologies Inc. for any indications of White's intentions, such as plans for board representation or strategic changes, as these could significantly impact the stock's performance.

Key Players & Entities

• Mark Brian White (person) — reporting person and new significant shareholder
• FOXO Technologies Inc. (company) — the issuer of the securities
• January 19, 2024 (date) — date of event requiring the filing
• $0.0001 (dollar_amount) — par value per share of Class A Common stock

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• ea192819-13dwhite_foxotech.htm (SC 13D) — 43KB
• 0001213900-24-009950.txt ( ) — 45KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. This statement relates to the Class A common stock of FOXO Technologies Inc. (“Issuer”).

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Mark Brian White referred to as “Reporting Person.” (b) The address of the Reporting Person is 9 King George V Place, Winchester, UK, SO22 SFU. (c) The Reporting Person is a shareholder, director and officer of the Issuer. (d) During the past 5 years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the past 5 years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United Kingdom.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The securities of the Issuer attributed to the Reporting Person reflect, in the case of 250,000 shares of Class A Common Stock, shares issued to the Reporting Person, for services to be rendered as an officer and director of the Issuer; and in the case of 1,300,000 shares of Class A common stock held indirectly by the Reporting Person, shares issued to Kr8 ai Inc., of which the Reporting Person is a shareholder, director and officer, for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between Kr8 ai Inc. and the Issuer. The terms of the Master Software and Services Agreement provide for the issuance of additional shares to Kr8 ai Inc. on terms and conditions set forth therein. The Reporting Person serves as a director and officer of the Issuer. Each of the transactions between the Reporting Person, Kr8 ai Inc. and the Issuer is described in a Report of the Issuer on Form 8-K or Form 10-Q, as applicable.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the securities issued to the Reporting Person and Kr8 ai Inc. for services rendered and holds such securities for investment purposes. Since September 2023, the Reporting Person has been a member of the Board of Directors and Interim CEO of the Issuer. As such, the Reporting Person takes and will continue to take an active role in the Issuer’s management and strategic direction. Additionally, in his capacity as a stockholder of the Issuer, the Reporting Person reviews and intends to continue to review, on an ongoing and continued basis, his investment in the Issuer and opportunities to dispose of all or portions of securities of the Issuer held directly or indirectly by the Reporting Person. Depending on the factors discussed below and other factors, and subject to applicable law, the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of some or all of his securities of the Issuer or make proposals to the Issuer. pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, whether various strategic transactions by the Issuer have occurred or may occur; the securities markets in general and those for the Issuer’s securities in particular; the financial condition, results of operations and prospects of the Issuer, including, the Issuer’s ability to compensate the Reporting Person and Kr8 ai Inc. in cash for services rendered or to be rendered; management and corporate governance of the Issuer; general economic, financial market and industry conditions; other investment and business opportunities available to the Reporting Person; tax considerations; and other factors. 3

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) See rows (11) and (13) of the cover page to this Statement for the aggregate number of shares of Class A common stock and percentage of Class A common stock of the Issuer owned by the Reporting Person. (b) See rows (7) through (10) of the cover page to this Statement for the number of shares of Class A common stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. (c) During the past sixty days, except for shares received pursuant to the Master Software and Services Agreement, the Reporting Person has not effected any transactions in the Issuer’s Common Stock. (d) To the best knowledge of the Reporting Person, except as to the securities owned by Kr8 ai Inc., no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. (e) Not applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable, e xcept for such issuances of securities of the Issuer that may be made pursuant to the Master Software and Services Agreement between Kr8 ai Inc. and the Issuer. Reference is made to the Report on Form 8-K filed by the Issuer on January 19, 2024, for the terms and conditions of the Master Software and Services Agreement.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date February 5, 2024 Signature /s/ Mark Brian White Name/Title Mark Brian White 5

View Full Filing

View this SC 13D filing on SEC EDGAR