---
schema_version: "secwatch.filing_event.v1"
accession: "0001013762-23-004115"
form_type: "8-K"
ticker: "FOXO"
cik: "0001812360"
company_name: "FOXO TECHNOLOGIES INC."
filed_at: "2023-10-16T23:59:59+00:00"
generated_at: "2026-06-09T23:29:05.756180+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# FOXO signs $2M equity facility with ClearThink, receives USPTO patent for ML epigenetic biomarkers

## Summary
- Equity line agreement with ClearThink for up to $2M of common stock at 85% of lowest 10-day VWAP; 1M commitment shares.
- Securities Purchase Agreement for 2M restricted shares at $200,000 ($0.10/share) in two closings; subject to price adjustment if registration delayed.
- USPTO issues patent for machine learning model trained on DNA epigenetic data to determine biochemical states and medical conditions.
- Corrected Shares for Services Agreement with Joseph Gunnar removes inadvertently included convertible securities and fundamental transaction provisions.

## SEC filing metadata
- accession: 0001013762-23-004115
- form_type: 8-K
- ticker: FOXO
- cik: 0001812360
- company_name: FOXO TECHNOLOGIES INC.
- filed_at: 2023-10-16T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 8.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1812360/000101376223004115/0001013762-23-004115-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1812360/000101376223004115/ea186737-8k_foxotech.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001013762-23-004115
- JSON: https://secwatch.observer/filing/0001013762-23-004115.json
- Plain text: https://secwatch.observer/filing/0001013762-23-004115.txt

## Key facts
- Material Agreements
  FOXO TECHNOLOGIES INC. entered into Securities Purchase Agreement with ClearThink Capital Partners, LLC valued at $200,000 (effective 2023-10-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: ClearThink Capital Partners, LLC
  - Value: $200,000
  - Effective: 2023-10-13
  source text: Concurrently with the execution of the Strata Purchase Agreement, the Company and ClearThink also entered into a Securities Purchase Agreement (the “SPA”) under which ClearThink has agreed to purchase from the Company an aggregate of 2,000,000 restricted shares of Common Stock for a total purchase price of $200,000 in two closings.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000101376223004115/0001013762-23-004115-index.htm
- Material Agreements
  FOXO TECHNOLOGIES INC. entered into Registration Rights Agreement with ClearThink Capital Partners, LLC (effective 2023-10-13).
  - Action: entry
  - Counterparty: ClearThink Capital Partners, LLC
  - Effective: 2023-10-13
  source text: In connection with the Strata Purchase Agreement, the Company entered into a Registration Rights Agreement with ClearThink under which the Company agreed to file, within 60 days of executing definitive documents, a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering the shares of Common Stock issuable under the Strata Purchase Agreement (the “Registration Rights Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000101376223004115/0001013762-23-004115-index.htm
- Material Agreements
  FOXO TECHNOLOGIES INC. entered into Strata Purchase Agreement with ClearThink Capital Partners, LLC valued at $2,000,000 (effective 2023-10-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: ClearThink Capital Partners, LLC
  - Value: $2,000,000
  - Effective: 2023-10-13
  source text: On October 13, 2023, FOXO Technologies Inc. (the “Company”) entered into a Strata Purchase Agreement (the “Strata Purchase Agreement”) with ClearThink Capital Partners, LLC (“ClearThink”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000101376223004115/0001013762-23-004115-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.