UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 31, 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 an Amendment to the Certificate of Designation (the “Amended Designation”) of the Company’s previously designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “Series D Preferred Stock”). The Amended Designation removes Section 6(e), which was the right to an automatic conversion at the two-year anniversary from issuance, which, if retained, could mean the value issued being treated as a liability on the Company’s balance sheet. Removing this automatic conversion right means the Company will treat the issued shares as equity
A copy of the Amended Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
| 3.1 | Amendment to the Certificate of Designation filed with the Delaware Secretary of State on March 31, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
| 2 |
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: April 4, 2025 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
| 3 |