FOXO exchanges all Series A Preferred for $7.78M in non-convertible notes, eliminating conversion rights

FOXO TECHNOLOGIES INC.

Exchanged 2,467.988 shares of Series A Preferred ($2.47M stated value) from Investor 1 for a senior unsecured note.
Exchanged 5,307.097 shares of Series A Preferred ($5.31M stated value) from Investor 2 for a senior unsecured note.
Total exchange value $7,775,085.28; notes mature May 12, 2027, non-interest bearing (18% default rate).
Institutional investors no longer hold any convertible instruments, removing potential equity dilution.
Proceeds from notes to be used for working capital; no interest expense unless default occurs.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FOXO TECHNOLOGIES INC. entered into Exchange Agreement with each of (i) an institutional investor ("Investor 1") and (ii) a second institutional investor ("Investor 2") (effective 2026-05-12).

Action: entry
Counterparty: each of (i) an institutional investor ("Investor 1") and (ii) a second institutional investor ("Investor 2")
Effective: 2026-05-12

Exact text from the filing

On May 12, 2026, FOXO Technologies Inc., a Delaware corporation (the " Company "), entered into two Exchange Agreements (each, an " Exchange Agreement " and collectively, the " Exchange Agreements "), each dated as of May 12, 2026, by and between the Company and each of (i) an institutional investor (" Investor 1 ") and (ii) a second institutional investor (" Investor 2 " and, together with Investor 1, the " Holders "), each a holder of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the " Series A Preferred Stock ").

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FOXO TECHNOLOGIES INC. filing history →

Source: SEC EDGAR

accession 0001493152-26-024061

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