UNITED STATES
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 27, 2025 (the “Record Date”), a stockholder (the “Majority Stockholder”) of FOXO Technologies Inc., a Delaware corporation (the “Company”), approved certain actions by written consent (the “Written Consent”). As of the Record Date, the Majority Stockholder held approximately 81% of the Company’s voting rights. Pursuant to the Written Consent, the Majority Stockholder approved:
| (1) | The Board approval of the issuance of shares of Class A Common Stock (the “Common Stock”) to ClearThink Capital Partners, LLC for conversions of various convertible notes and/or exchanges of non-convertible promissory notes, into shares of Common Stock, and inducement shares, which as a result of being aggregated may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock at the time of any one of the transactions, to comply with Section 713 of the NYSE American LLC Company Guide; |
| (2) | The Board approval of the issuance of shares of Common Stock to investors for conversions of convertible notes and inducement shares that may be issued pursuant to an up to $1,500,000 private note offering, which if used by the Company and as a result of being aggregated, may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock, to comply with Section 713 of the NYSE American LLC Company Guide; and |
| (3) | The Board approval of the issuance of shares of Common Stock to Jefferson Street Capital, LLC as a result of conversions of convertible notes and commitment shares, which if issued may result in issuances of securities of over 20% of the issued and outstanding shares of Common Stock, to comply with Section 713 of the NYSE American LLC Company Guide. |
On February 28, 2025, the Company filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The items approved will then be effective 20 days after the mailing.
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: March 5, 2025 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |