FOXO Technologies Inc.™ (NYSEAM: FOXO) ( the “Company”), a
leader in commercializing epigenetic biomarkers of health and
aging, today announced results of its Annual Meeting of
Stockholders held on May 26, 2023 (the “Annual Meeting”), where
stockholders voted on and approved eight proposals.
At the beginning of the Annual Meeting, there were 17,424,619
shares of Class A Common Stock present or represented by proxy at
the Annual Meeting, which represented approximately 63.55% of the
voting power of the Company’s outstanding shares of voting stock
entitled to vote at the Annual Meeting, and which constituted a
quorum for the transaction of business.
“On behalf of the entire FOXO team, I would like to thank our
stockholders for their continued support and their approval of all
proposed items at the Annual Meeting. We’re excited about the
future as we remain committed to diligently executing our strategic
roadmap, driving sustainable growth, and delivering positive
momentum that generates value for our stockholders. With unwavering
dedication, we will navigate the dynamic market landscape,
capitalize on emerging opportunities, and steadfastly pursue our
vision for long-term success,” commented Tyler Danielson, Interim
CEO and Chief Technology Officer.
The proposals below are described in detail in the Company’s
definitive proxy statement for the Annual Meeting filed with the
SEC on May 4, 2023.
In addition, the Company consummated the following issuer tender
offers, which expired at 11:59 p.m., Eastern Time, on May 26,
2023:
1) its issuer tender offer (“Exchange Offer”)
to holders of the Company’s Assumed Warrants to receive 4.83 shares
of Class A Common Stock, in exchange for each Assumed Warrant
tendered. Pursuant to the Exchange Offer, an aggregate of 1,647,201
Assumed Warrants were tendered, and the Company issued an aggregate
of 7,955,948 shares of Class A Common Stock to the holders of
Assumed Warrants who participated in the Exchange Offer.
2) its issuer tender offer (“PIK Note Offer
to Amend”) to holders of the Company’s 15% Senior Promissory Notes
(the “PIK Notes”) to receive 1.25 shares of Class A Common Stock
for every $1.00 of the Original Principal Amount (as defined in the
PIK Notes) of such holder’s PIK Notes, as consideration for the
consent by such holder of PIK Notes to certain amendments to the
Senior Promissory Note Purchase Agreement, dated September 20,
2022, between the Company and each purchaser thereof (the “PIK Note
Purchase Agreement”). Pursuant to the PIK Note Offer to Amend, all
PIK Note holders participated in the PIK Note Offer to Amend, and
the Company issued an aggregate of 4,321,875 shares of Class A
Common Stock on a pro rata basis to the PIK Note holders who
participated in the PIK Note Offer to Amend.
Each issuer tender offer was conditioned upon, among other
things, stockholder approval of the issuances of Class A Common
Stock as a result of such tender offers.
Annual Meeting Voting results
- Proposal 1: The stockholders elected Bret Barnes to
serve as a director until the next annual meeting or until the
election and qualification of his successor.
- Proposal 2: The stockholders approved the proposal to
effect a reverse stock split of the Company’s issued and
outstanding Class A Common Stock at a ratio ranging from
one-for-ten (1:10) to one-for-one hundred (1:100) (the “Reverse
Split”) with the exact ratio within such range, time and date, if
at all, to be determined by the Board in its sole discretion
provided that the Reverse Split is effected prior to the one-year
anniversary of the Annual Meeting (i.e., the date that the Reverse
Split was approved by our stockholders).
- Proposal 3: The stockholders approved, for purposes of
complying with NYSE American Rule 713, the issuance of shares of
Class A Common Stock in an amount equal to or in excess of 20% of
our Class A Common Stock outstanding immediately prior to such
issuance in connection with the Exchange Offer.
- Proposal 4: The stockholders approved, for purposes of
complying with NYSE American Rule 713, the issuance of shares of
Class A Common Stock in an amount equal to or in excess of 20% of
our Class A Common Stock outstanding immediately prior to such
issuance in connection with the PIK Note Offer to Amend.
- Proposal 5: The stockholders approved, for purposes of
complying with NYSE American Rule 713, the issuance of shares of
Class A Common Stock in an amount equal to or in excess of 20% of
our Class A Common Stock outstanding immediately prior to such
issuance as consideration to former holders of the 2022 Debentures
that execute a general release.
- Proposal 6: The stockholders approved an amendment to
the FOXO Technologies Inc. 2022 Equity Incentive Plan to increase
the number of shares reserved for issuance thereunder by 3,232,385
shares of Class A Common Stock.
- Proposal 7: The stockholders approved the ratification
of KPMG LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2023.
- Proposal 8: The stockholders approved the adjournment of
the Annual Meeting, if necessary or advisable, to solicit
additional proxies in favor of the foregoing proposals if there are
not sufficient votes to approve the foregoing proposals.
About FOXO Technologies Inc. (“FOXO”)
FOXO is a biotechnology company dedicated to improving human
health and longevity through the development of cutting-edge
technology and product solutions for various industries, including
life insurance. FOXO's epigenetic technology applies AI to DNA
methylation to identify molecular biomarkers of human health and
aging. FOXO is committed to leveraging the latest advancements in
science and technology to help people live better, longer lives.
For more information about FOXO, visit
www.foxotechnologies.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
for purposes of the “safe harbor” provisions under the United
States Private Securities Litigation Reform Act of 1995. Any
statements other than statements of historical fact contained
herein, including statements as to future results of operations and
financial position, planned products and services, business
strategy and plans, objectives of management for future operations
of FOXO, market size and growth opportunities, competitive position
and technological and market trends, are forward-looking
statements. Such forward-looking statements include, but not
limited to, expectations, hopes, beliefs, intentions, plans,
prospects, financial results or strategies regarding FOXO and the
future held by the management team of FOXO, the future financial
condition and performance of FOXO and the products and markets and
expected future performance and market opportunities of FOXO. These
forward-looking statements generally are identified by the words
“anticipate,” “believe,” “could,” “expect,” “estimate,” “future,”
“intend,” “strategy,” “may,” “might,” “strategy,” “opportunity,”
“plan,” project,” “possible,” “potential,” “project,” “predict,”
“scales,” “representative of,” “valuation,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and
similar expressions, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk of changes in the competitive and highly
regulated industries in which FOXO operates, variations in
operating performance across competitors or changes in laws and
regulations affecting FOXO’s business; (ii) the ability to
implement FOXO’s business plans, forecasts, and other expectations;
(iii) the ability to obtain financing if needed; (iv) the ability
to maintain its NYSE American listing; (v) the risk that FOXO has a
history of losses and may not achieve or maintain profitability in
the future; (vi) potential inability of FOXO to establish or
maintain relationships required to advance its goals or to achieve
its commercialization and development plans; (vii) the
enforceability of FOXO’s intellectual property, including its
patents and the potential infringement on the intellectual property
rights of others; and (viii) the risk of downturns and a changing
regulatory landscape in the highly competitive biotechnology
industry or in the markets or industries in which FOXO’s
prospective customers operate, including the highly regulated
insurance industry. The foregoing list of factors is not
exhaustive. Readers should carefully consider the foregoing factors
and the other risks and uncertainties discussed in FOXO’s most
recent reports on Forms 10-K and 10-Q, particularly the “Risk
Factors” sections of those reports, and in other documents FOXO has
filed, or will file, with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and FOXO assumes no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230530005675/en/
Investor Relations Matthew Hausch, Cody Slach Gateway
Investor Relations (949) 574-3860 FOXO@gatewayir.com
FOXO Technologies (AMEX:FOXO)
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