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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date Earliest Event Reported): January 17, 2025

 

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39783   85-1050265

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

729 N. Washington Ave., Suite 600
Minneapolis, MN		   55401
(Address of Principal Executive Offices)   (Zip Code)

 

(612) 800-0059

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001   FOXO   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

FOXO Technologies Inc., a Delaware corporation (the Company), held a previously announced Special Meeting of its Shareholders, at 10.30 EST on January 17, 2025. A total of 9,961,964 (or 33.51%) votes represented by the Company’s issued and outstanding shares of Class A Common Stock and preferred stock entitled to vote, held as of the record date of January 3, 2025, were present either in person or by proxy, which constituted a quorum. The Company’s stockholders voted on the following proposals at the Special Meeting, each of which received sufficient votes (more than a majority of the votes cast) for approval. The final vote tabulation for each proposal is set forth below.

 

  1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”): (i) 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 when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a “Change of Control” as defined by the NYSE American Rules.

 

FOR   AGAINST   ABSTAIN
9,188,041   103,224   670,699

 

  2. To approve the adjournment of the Special 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.

 

FOR   AGAINST   ABSTAIN
9,795,392   130,453   36,119

 

The Company’s stockholders approved all proposals. Although the adjournment proposal would have received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

 

 
 

 

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: January 17, 2025 By: /s/ Seamus Lagan
  Name: Seamus Lagan
  Title: Chief Executive Officer

 

 

 

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Jan. 17, 2025
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Entity File Number 001-39783
Entity Registrant Name FOXO TECHNOLOGIES INC.
Entity Central Index Key 0001812360
Entity Tax Identification Number 85-1050265
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 729 N. Washington Ave.
Entity Address, Address Line Two Suite 600
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