FOXO Technologies Files Amendment to Certify New Series of Preferred Stock; Addresses Legal Proceedings

On October 18, 2024, FOXO Technologies Inc. (NYSE: FOXO) submitted an 8-K filing to the Securities and Exchange Commission detailing the approval of a new series of Preferred Stock. The Delaware corporation made this amendment through a Certificate of Designation authorizing the issuance of up to 35,000 shares of “Series A Cumulative Convertible Redeemable Preferred Stock”. This new Series A Preferred Stock delineates its unique rights, preferences, and limitations.

Under the amendment, the holders of the Series A Preferred Stock have specific provisions, including voting rights where major decisions require majority approval, safeguarding against alterations that may affect their rights. The series possesses rights concerning dividends, where holders are entitled to a 5% per annum Dividend Rate on the Stated Value of $1,000, payable quarterly starting March 15, 2025.

In terms of a potential liquidation scenario, the Series A Preferred Stock holders have a confirmed Liquidation Preference. Upon liquidation, they stand to receive their Stated Value, accrued dividends, and any other outstanding fees before other shareholders. The conversion rights of the Series A Preferred Stock allow holders to convert their shares into Common Stock based on a specified Conversion Price.

Moreover, the filing disclosed updates on ongoing legal proceedings involving FOXO Technologies. The Company provided information regarding a judgment secured by Illumina, Inc. for non-payment of services rendered amounting to $821,670.40. Negotiations are underway for a settlement, possibly involving equity exchange to resolve the outstanding liability recorded in the financial statements.

Additionally, legal actions initiated by two holders of Senior PIK Notes against FOXO Technologies for non-payment were noted. On October 18, 2024, the Company received approval from over 50.01% of the holders to enter into an amendment resulting in the automatic exchange of the Senior PIK Notes into shares of Series B Preferred Stock. This exchange will be effective once the Company’s stockholders approve the conversion of the Series B Preferred Stock into shares of Class A Common Stock.

The 8-K filing highlighted the Company’s efforts towards addressing financial obligations, potential settlements through equity exchanges, and initiatives to navigate legal proceedings amicably and in compliance with regulations.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read FOXO Technologies’s 8K filing here.

FOXO Technologies Company Profile

FOXO Technologies Inc engages in epigenetic biomarker underwriting technology and consumer engagement platform service business in the United States. It operates through two segments, FOXO Labs and FOXO Life. The company applies automated machine learning and artificial intelligence technologies to discover epigenetic biomarkers of human health, wellness, and aging.