FOXO files Series A Preferred Stock designation; Illumina judgment and PIK note lawsuits disclosed

FOXO TECHNOLOGIES INC.

Authorized 35,000 shares of Series A Preferred Stock at $1,000 stated value, 5% cumulative dividend, convertible into common, voting limited to 19.99% until NYSE American approval.
Illumina, Inc. won $821,670 judgment; FOXO in discussions to settle via equity exchange.
Senior PIK noteholders filed two lawsuits for $378,625 and $757,250; amendment exchanges $4.7M notes into Series B Preferred Stock.
Series B Preferred Stock has one vote per share, no conversion for one year; exchange subject to stockholder approval and expected to settle lawsuits.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FOXO TECHNOLOGIES INC.: Filed a Certificate of Designation establishing Series A Cumulative Convertible Redeemable Preferred Stock, authorizing up to 35,000 shares with specified rights, preferences, and limitations (effective 2024-10-18).

Change: charter amendment
Effective: 2024-10-18

Exact text from the filing

On October 18, 2024, 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 a Certificate of Designation (the “ Designation ”) that authorized for issuance of up to 35,000 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series A Cumulative Convertible Redeemable Preferred Stock” (the “ Series A Preferred Stock ”) and established the rights, preferences and limitations thereof.

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89 governance changes filed in the last 30 days. Browse all governance changes →

FOXO TECHNOLOGIES INC. filing history →

Source: SEC EDGAR

accession 0001493152-24-042270

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