{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-049376","form_type":"8-K","ticker":"FOXO","cik":"0001812360","company_name":"FOXO TECHNOLOGIES INC.","filed_at":"2024-12-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:09.750467+00:00","generated_at":"2026-05-29T05:14:57.443007+00:00","sec_items":["1.01","1.02","2.03","3.02","5.02","5.03","9.01"],"event_type":"other_material","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"FOXO swaps $21M debt for Series A Preferred; new CEO; settles $3M KR8 liability","bullets":["Exchanged $21M of RCHI note principal for 21,000 shares of Series A Preferred Stock, boosting equity by ~$21M.","Terminated MSSA with KR8 AI Inc.; issued 3,000 shares of Series D Preferred Stock to settle $3M liability.","Seamus Lagan appointed CEO effective Dec 5, 2024; Mark White resigned as interim CEO and became CEO of FOXO Labs.","Issued $1.12M Senior Note for $1M cash; also issued $500K promissory note to Mark White, partially satisfied by Dec 31.","Filed Certificate of Designation for Series D Preferred Stock (10,000 shares authorized, no voting rights, convertible at optional terms)."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-049376","json":"https://secwatch.observer/filing/0001493152-24-049376.json","markdown":"https://secwatch.observer/filing/0001493152-24-049376.md","text":"https://secwatch.observer/filing/0001493152-24-049376.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1812360/000149315224049376/0001493152-24-049376-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1812360/000149315224049376/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-29T05:14:57.443007+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"31f6c196e3fa1b6d5e431db277009fd54bd93708","claim":"FOXO TECHNOLOGIES INC.: On December 6, 2024, FOXO Technologies Inc. filed a Certificate of Designation creating a new Series D Cumulative Convertible Redeemable Preferred Stock, authorizing up to 10,000 shares with specific voting, dividend, liquidation, and conversion rights (effective 2024-12-06).","evidence_excerpt":"On December 6, 2024, the Company filed amendments 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 10,000 shares of a new series of Preferred Stock, par value $0.0001 per share, of the Company designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “ Series D Preferred Stock ”) and established the rights, preferences and limitations thereof.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812360/000149315224049376/0001493152-24-049376-index.htm","confidence":0.95,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-12-06"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}