Ludwig Enterprises: FOXO to acquire 5M preferred shares

The agreements remain subject to closing conditions, while the voting proxies confer voting authority only.

Available on EDGAR 11/02/2026 - 07:06 PM EST Accepted by SEC EDGAR 11/02/2026 - 07:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ludwig Enterprises, Inc. is the issuer in a Form 3 reporting that FOXO Technologies Inc., identified as a ten percent owner, entered agreements dated October 25, 2026, to acquire 5,000,000 shares of convertible preferred stock from Vasaio Capital, Inc. and the Thomas E. Terwilliger Revocable Trust. The agreements have not closed and remain subject to closing conditions. The shares carry 100 votes each and are convertible into 100 common shares each, or 500,000,000 common shares in aggregate.

The sellers granted irrevocable voting proxies effective October 22, 2026, for Vasaio Capital, Inc., and October 25, 2026, for the trust. The proxies confer voting authority only. FOXO may be deemed a beneficial owner of more than 10% of a class because of the proxies, but reports no securities beneficially owned and no direct or indirect pecuniary interest as of the event date.

Key Figures

Preferred shares covered by acquisition agreements: 5,000,000 shares Preferred shares in agreement with Vasaio Capital, Inc.: 2,000,000 shares Preferred shares in agreement with the Thomas E. Terwilliger Revocable Trust: 3,000,000 shares +3 more

6 metrics

Preferred shares covered by acquisition agreements 5,000,000 shares Aggregate amount under agreements subject to closing conditions

Preferred shares in agreement with Vasaio Capital, Inc. 2,000,000 shares Subject to closing conditions

Preferred shares in agreement with the Thomas E. Terwilliger Revocable Trust 3,000,000 shares Subject to closing conditions

Votes per preferred share 100 votes Voting rights attached to each preferred share

Common shares per preferred share upon conversion 100 shares Conversion term for each preferred share

Common shares underlying preferred shares 500,000,000 shares Aggregate upon conversion

Key Terms

convertible preferred stock, irrevocable voting proxies, pecuniary interest, beneficial owner, +1 more

5 terms

convertible preferred stock financial

"shares of the Issuer's convertible preferred stock"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

irrevocable voting proxies regulatory

"the Sellers granted the reporting person irrevocable voting proxies"

pecuniary interest financial

"no direct or indirect pecuniary interest in the preferred shares"

beneficial owner regulatory

"may be deemed a beneficial owner of more than 10%"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

closing conditions financial

"subject to the satisfaction of closing conditions"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What preferred stock does FOXO Technologies Inc. have agreements to acquire from LUDG?

FOXO Technologies Inc. entered agreements to acquire 5,000,000 shares of Ludwig Enterprises, Inc. convertible preferred stock: 2,000,000 shares from Vasaio Capital, Inc. and 3,000,000 shares from the Thomas E. Terwilliger Revocable Trust. The agreements remain subject to closing conditions and had not closed.

What voting rights do FOXO's LUDG proxies provide?

The irrevocable proxies provide voting authority only over the preferred shares. They became effective October 22, 2026, for Vasaio Capital, Inc., and October 25, 2026, for the Thomas E. Terwilliger Revocable Trust. Record ownership and dispositive power remain subject to the agreements' closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

FOXO TECHNOLOGIES INC.

(Last) (First) (Middle)

477 SOUTH ROSEMARY AVENUE,

SUITE 224

(Street)

WEST PALM BEACH FLORIDA 33401

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2026

3. Issuer Name and Ticker or Trading Symbol
LUDWIG ENTERPRISES, INC. [ LUDG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

(1) The reporting person entered into stock purchase agreements, each dated October 25, 2026, with Vasaio Capital, Inc. and the Thomas E. Terwilliger Revocable Trust, respectively (the "Sellers"), to acquire an aggregate of 5,000,000 shares of the Issuer's convertible preferred stock (2,000,000 and 3,000,000 shares, respectively), each share carrying 100 votes and convertible into 100 shares of the Issuer's common stock (500,000,000 shares of common stock in the aggregate). In connection therewith, the Sellers granted the reporting person irrevocable voting proxies with respect to such preferred shares, effective October 22, 2026 (Vasaio Capital, Inc.) and October 25, 2026 (Thomas E. Terwilliger Revocable Trust). The reporting person is filing this Form 3 because, by virtue of such proxies, it may be deemed a beneficial owner of more than 10% of a class of the Issuer's equity securities for purposes of Rule 16a-1(a)(1). (2) The proxies confer voting authority only. The acquisition of record ownership of, and dispositive power over, the preferred shares remains subject to the satisfaction of closing conditions under the stock purchase agreements, which have not closed as of the date of this statement. The reporting person has no direct or indirect pecuniary interest in the preferred shares or the underlying common stock within the meaning of Rule 16a-1(a)(2) as of the date of the event requiring this statement, and accordingly reports no securities beneficially owned. The reporting person will report the acquisition of the preferred shares upon closing, as required.

No securities are beneficially owned.

	/s/ Seamus Lagan	11/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 3: SEC 1473 (03-26)