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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date Earliest Event Reported): June 25, 2025
FOXO
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39783 |
|
85-1050265 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
477
South Rosemary Avenue
Suite 224
West Palm Beach, FL |
|
33401 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(612)
800-0059
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 25, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), filed an amendment to the Company’s
Certificate of Incorporation (the “Certificate of Incorporation”), in the form of a Certificate of Designation (the
“Designation”) that authorized for issuance of up to 4,000,000 shares of a new series of Preferred Stock, par value
$0.0001 per share, of the Company designated “Series E Cumulative Redeemable Secured Preferred Stock” (the “Series
E Preferred Stock”) and established the rights, preferences and limitations thereof. The Board authorized the Series E Preferred
Stock pursuant to the authority given to the Board under the Certificate of Incorporation, which authorizes the issuance of up to 10,000,000
shares of Preferred Stock, par value $0.0001 per share, and authorizes the Board, by resolution, to establish any or all of the unissued
shares of Preferred Stock, not then allocated to any series into one or more series and to fix and determine the designation of each
such shares, the number of shares which shall constitute such series and certain preferences, limitations and relative rights of the
shares of each series so established.
Below
is a summary of the rights, privileges and preferences of the Series E Preferred Stock. Capitalized terms have the definitions found
in the Designation.
Dividends
Holders
of issued and outstanding shares of Series E Preferred Stock are entitled to receive, when and as declared by the Board of Directors
out of funds legally available for the payment of distributions, cumulative preferential cash dividends at a rate per annum equal to
the Dividend Rate (as defined in the Designation) of the $25.00 per share stated liquidation preference of the Series E Preferred Stock.
Such dividends will accrue and accumulate on each issued and outstanding share of the Series E Preferred Stock on a daily basis from
the original date of issuance of such shares and will be payable semi-annually in
equal amounts in arrears on the last calendar day of each Dividend Period (as defined in the Designation).
In
addition to the cash dividends payable, holders of issued and outstanding Series E Preferred Stock are entitled to receive dividends
payable in shares of Common Stock at a rate per annum equal to the Stock Dividend Rate of the $25.00 per share liquidation preference
of the Preferred Stock (each a “Stock Dividend”). The Stock Dividend will be paid on the same day, and to the same
holders, as the cash dividend. The number of shares of Common Stock payable in respect of any Stock Dividend will be equal to (x) the
dollar amount of such Stock Dividend, divided by (y) the Stock Dividend Stock Price (as defined in the Designation) for such Stock Dividend.
Voting
Rights
Other
than as may be required by law, the Series E Preferred Stock have no voting rights and no holder is entitled to vote on any matter.
Conversion
Rights
The
Series E Preferred Stock are not convertible or exchangeable for any stock or other securities or property of the Company.
Liquidation
Preference
Subject
to the rights of the holders of any Senior Securities and Parity Securities (each as defined in the Designation), in the event of any
liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, before any payment or distribution of the assets
of the Company (whether capital or surplus) will be made or set aside for the holders of Junior Securities (as defined in the Designation),
as to the distribution of assets on any liquidation, dissolution or winding up of the Company, each holder is entitled to receive an
amount in cash per share of Series E Preferred Stock equal to the sum of (i) $25.00, (ii) all accumulated accrued and unpaid cash dividends
thereon (whether or not earned or declared) to, but, excluding, the date of final distribution to such holder; (iii) all unpaid Stock
Dividends, and (iv) assuming, for the purposes hereof, that the date immediately prior to the date of final distribution was a date on
which a Stock Dividend would be paid, an amount determined by what a full Stock Dividend would be for the then current Stock Dividend
Period (as defined in the Designation) multiplied by a fraction, the numerator of which would be the number of days since the end of
the prior Stock Dividend Period and the denominator of which would be the total number of days in the then current Stock Dividend Period
(such sum, the “Liquidation Payment”). If, upon any liquidation, dissolution or winding up of the Company, the assets
of the Company, or proceeds thereof, distributable among the holders is insufficient to pay in full the preferential amount aforesaid
and liquidating payments on any other shares of any class or series of Parity Securities (as defined in the Designation) as to the distribution
of assets on any liquidation, dissolution or winding up of the Company, then such assets, or proceeds thereof, shall be distributed among
the holders and the holders of any such Parity Securities ratably in accordance with the respective amounts that would be payable on
such shares of Series E Preferred Stock and any other such shares of Parity Securities if all amounts payable thereon were paid in full.
None of: (i) a consolidation or merger of the Company with one or more corporations or other entities; (ii) a sale, lease or transfer
of all or substantially all of the Company’s assets; or (iii) a statutory share exchange, shall be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of the Company.
Security
The
Company’s obligation to pay the cash dividends and Stock Dividends and the Liquidation Payment will be secured by the outstanding
common stock of FOXO Acquisition Corporation, a wholly-owned Subsidiary of the Company, pursuant to the terms of a Security Agreement,
to be entered into by the Company prior to the issuance of any shares of Series E Preferred Stock.
The
disclosure above is not a full disclosure of the terms of the Designation. A copy of the Designation is attached hereto as Exhibit 3.1.
Item
7.01 Regulation FD Disclosure.
On
June 27, 2025, the Company issued a press release which announced the Designation. 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 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. 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 results, performance or developments to differ materially from those contained in the statements. These statements
are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its
industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity
or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of
this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such
date.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| 3.1 |
|
Certificate of Designation for Series E Preferred Stock filed with the Delaware Secretary of State on June 25, 2025 |
| 99.1 |
|
Press Release Dated June 27, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL) |
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 27, 2025 |
By: |
/s/
Seamus Lagan |
| |
Name: |
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer and Interim Chief Financial Officer |
