[D] FOXO Technologies Inc. SEC Filing

Rhea-AI Filing Summary

FOXO Technologies Inc. filed a Form D to report the completion of a private placement exempt under Rule 506(b) and Securities Act Section 4(a)(5). The notice indicates that on 3 June 2025 the company sold its entire $1.65 million offering of Series A Preferred Stock. The transaction was concluded with one accredited investor; no sales remain open and the offering is not expected to last beyond one year.

The issuer is a Delaware corporation formed in 2020 and is now headquartered at 477 South Rosemary Avenue, Suite 224, West Palm Beach, FL. Executive leadership disclosed in the filing includes Seamus Lagan (Chief Executive Officer & Interim CFO), Chairman Trevor Langley, and directors Mark White, Bret Barnes, and Francis Colt deWolf III.

• Offering size: $1,650,000 fully subscribed
• Security type: Equity – Series A Preferred Stock
• Investors: 1 (all accredited)
• Commissions / Finder fees: $0
• Proceeds to insiders: $0
• Issuer size: Revenue and asset ranges declined to disclose

The company incurred no brokerage or placement-agent expenses, preserving the full proceeds for corporate use. Because the issuer chose not to reveal revenue or asset ranges, the filing provides no direct insight into current operating scale or liquidity needs. Nonetheless, the completed capital raise under a widely used exemption signals that FOXO successfully accessed private funding without immediate public dilution.

Positive

• Full subscription achieved: The entire $1.65 million offering was sold, indicating successful capital raising.
• No commissions or finder fees: 100 % of proceeds remain with the company, maximizing net funding.

Negative

• Issuer declined to disclose revenue and asset ranges, limiting investors’ ability to gauge the materiality of the raise.

Insights

Financial Analyst

TL;DR Completed $1.65 M Rule 506(b) private placement; no fees; single investor; modest but positive liquidity boost.

The filing confirms that FOXO Technologies closed a $1.65 million Series A Preferred round with one accredited investor, incurring zero commissions. While the amount is modest, retaining 100 % of gross proceeds improves near-term liquidity without incremental cash cost. The absence of proceeds earmarked for insiders suggests funds will support operating needs or growth initiatives, though exact allocation is unspecified. Disclosure gaps—specifically, the decision to withhold revenue and asset data—limit visibility into relative impact on enterprise value. Given the modest scale and lack of financial metrics, I view the net market impact as neutral-to-slightly positive for stakeholders.

Securities Attorney

TL;DR Standard Rule 506(b) filing, no compliance red flags; investor protections unchanged.

The company relied on Rule 506(b) and Section 4(a)(5), both well-established exemptions, and properly filed within 15 days of first sale. No broker-dealer engagement limits potential regulatory exposure related to selling compensation. Single-investor structures often simplify disclosure obligations and post-closing resale restrictions. The issuer’s refusal to disclose financial size is permissible but reduces transparency for potential future investors. Overall, the filing is procedurally sound, with no evident compliance concerns, implying neutral regulatory impact.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001812360

Delwinds Insurance Acquisition Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

FOXO TECHNOLOGIES INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2020
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
FOXO TECHNOLOGIES INC.
Street Address 1		Street Address 2
477 SOUTH ROSEMARY AVENUE		SUITE 224
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WEST PALM BEACH	FLORIDA	33401	(612) 800-0059

3. Related Persons

Last Name	First Name	Middle Name
White	Mark
Street Address 1	Street Address 2
477 South Rosemary Avenue	Suite 224
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Barnes	Bret
Street Address 1	Street Address 2
477 South Rosemary Avenue	Suite 224
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
deWolf III	Francis	Colt
Street Address 1	Street Address 2
477 South Rosemary Avenue	Suite 224
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lagan	Seamus
Street Address 1	Street Address 2
477 South Rosemary Avenue	Suite 224
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and Interim Chief Financial Officer

Last Name	First Name	Middle Name
Langley	Trevor
Street Address 1	Street Address 2
477 South Rosemary Avenue	Suite 224
City	State/Province/Country	ZIP/PostalCode
West Palm Beach	FLORIDA	33401

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
	X	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-03				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$1,650,000	USD	or Indefinite
Total Amount Sold	$1,650,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Shares of Series A Preferred Stock.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
FOXO TECHNOLOGIES INC.	/s/ Sebastien Sainsbury	Sebastien Sainsbury	Secretary	2025-06-20

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did FOXO (FOXO) raise in its Form D filing?

$1.65 million in gross proceeds from the sale of Series A Preferred Stock.

What type of securities were offered by FOXO Technologies?

The company issued Series A Preferred Stock under a private placement.

Which exemptions did FOXO rely on for this private offering?

FOXO claimed Rule 506(b) and Section 4(a)(5) exemptions from SEC registration.

How many investors participated in the offering?

The filing lists one accredited investor who purchased the entire offering.

Were any sales commissions or finder’s fees paid?

No. The filing reports $0 in commissions and finder’s fees.

Did any of the proceeds go to FOXO’s officers or directors?

No. Item 16 states $0 earmarked for payments to related persons.