FOXO closes acquisition of Vector Bio Source; $500K cash, preferred stock, and warrants

FOXO TECHNOLOGIES INC.

On Sept 19, 2025, FOXO completed the purchase of Vector Bio Source, which became a wholly owned subsidiary.
Total consideration: $500,000 cash, 60,000 Series E Cumulative Redeemable Secured Preferred Shares, and warrants for up to $2M of common stock.
Warrants have an exercise price of $0.00517 per share and a 9.99% beneficial ownership limitation.
Shares and warrants were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b).

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

FOXO TECHNOLOGIES INC. issued Not provided in excerpt of preferred stock to Sellers named in Stock Purchase Agreement for Not provided in excerpt.

Security: preferred stock
Shares: Not provided in excerpt
Purchaser: Sellers named in Stock Purchase Agreement
Consideration: Not provided in excerpt

Exact text from the filing

The shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering and based, in part, on the representations of the investor.

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

FOXO TECHNOLOGIES INC. issued Not provided in excerpt of warrant to Sellers named in Stock Purchase Agreement for Not provided in excerpt.

Security: warrant
Shares: Not provided in excerpt
Purchaser: Sellers named in Stock Purchase Agreement
Consideration: Not provided in excerpt

Exact text from the filing

The shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering and based, in part, on the representations of the investor.

View on SEC.gov

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Source: SEC EDGAR

accession 0001493152-25-014507

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