UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 23, 2024, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into the Shares for Services Agreement (the “Agreement”) with Mitchell Silberberg & Knupp LLP (“MSK”). Pursuant to the Agreement, the Company agreed to issue to MSK 1,311.70 shares of Series D Cumulative Redeemable Preferred Stock (the “Shares”) in satisfaction of the $1,515,993 owed to MSK for legal services previously provided by MSK to the Company, representing a $204,293 discount. The Company also entered into Registration Rights Agreement which provides for the registration of shares to be issued pursuant to the conversions of the Shares.
The disclosure above is not a full disclosure of the terms of the Agreement and the Registration Rights Agreement. Copies of the Agreement and the Registration Rights Agreement are attached hereto as Exhibits 99.1 and 99.2 respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
In regard to the issuance of the Shares, the disclosure in Item 1.01 is incorporated by reference into this Item 3.02 herein.
The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, based in part on the representations of MSK. There were no sales commissions paid pursuant to this transaction.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 99.1 | Shares for Services Agreement dated December 23, 2024 with Mitchell Silberberg & Knupp LLP | |
| 99.2 | Registration Rights Agreement dated December 23, 2024 with Mitchell Silberberg & Knupp LLP | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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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: December 27, 2024 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
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