secwatch / observer

FOXO TECHNOLOGIES INC. — fact timeline

Source-grounded facts extracted from FOXO TECHNOLOGIES INC.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

FOXO FOXO TECHNOLOGIES INC. JSON

Mark White was elected as Director at FOXO TECHNOLOGIES INC..

“the board of directors (the “Board”) of the Company (i) elected Mark White to the Board to serve as a director of the Company, effective immediately”

Michael Will was terminated as General Counsel at FOXO TECHNOLOGIES INC..

“On September 14, 2023, the Company terminated the employment of Michael Will as General Counsel of the Company, effective as of such date, due to the Company’s current financial constraints and the need to reduce its staff.”

Brian Chen resigned as Chief Science Officer at FOXO TECHNOLOGIES INC..

“On September 14, 2023, Brian Chen resigned as Chief Science Officer of the Company, pursuant to a resignation letter, effective immediately.”

Tyler Danielson resigned as Interim Chief Executive Officer and Chief Technology Officer at FOXO TECHNOLOGIES INC..

“On September 13, 2023, Tyler Danielson notified the Company of his decision to resign as Interim Chief Executive Officer and Chief Technology Officer of the Company, effective as of September 14, 2023.”
Listing & Compliance Notices

FOXO TECHNOLOGIES INC. received a nyse_american noncompliance notice notice regarding minimum bid price (rules 1003(f)(v)).

“August 16, 2023, from NYSE American stating that it is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the Company Guide because the Company’s Class A common stock was selling for a substantial period of time at a low price per share, which NYSE American determined to be a 30-trading day average of less than $0.20 per share. The Second Notice stated that the Company’s continued listing is predicated on it effecting a reverse stock split of its Class A common stock or otherwise demonstrating sustained price improvement within a reasonable period of time”
Listing & Compliance Notices

FOXO TECHNOLOGIES INC. received a nyse_american noncompliance notice notice regarding stockholders equity (rules 1003(a)(i)).

“June 12, 2023, FOXO Technologies Inc. (the “Company”) received a notice (the “Notice”) from NYSE American LLC (“NYSE American”) stating that it is not in compliance with the continued listing standards set forth in Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”) and requesting that the Company submit a plan of compliance (the “Plan”) addressing how it intends to regain compliance. In response to the Letter, the Company submitted the Plan to NYSE American on July 12, 2023. On August 29, 2023, the Company received a letter from NYSE American stating that NYSE American”
Material Agreements

FOXO TECHNOLOGIES INC. entered into Stock Purchase Agreements with three accredited investors valued at $293,500 (effective 2023-08-23).

“On August 23, 2023 (the “First Tranche Closing Date”), FOXO Technologies Inc. (the “Company”) entered into three separate Stock Purchase Agreements (the “Stock Purchase Agreements”), which have substantially similar terms, with three accredited investors (the “Buyers”), pursuant to which the Company agreed to issue and sell to the Buyers, in a private placement (the “Offering”), in two separate tranches each, an aggregate of up to 3,668,750 shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a price of $0.08 per share (the “Per Share Price”), for aggregate gross proceeds of $293,500.”
Listing & Compliance Notices

FOXO TECHNOLOGIES INC. received a nyse_american deficiency notice notice regarding other (rules 1003(f)(v)).

“August 16, 2023, FOXO Technologies Inc. (the “Company”) received a second written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that it is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) because the Company’s Class A common stock was selling for a low price per share for a substantial period of time, which NYSE American determined to be a 30-trading day average of less than $0.20 per share. The Notice stated that the Company’s continued listing is predicated on it eff”

Robert Potashnick resigned as Chief Financial Officer at FOXO TECHNOLOGIES INC..

“On August 14, 2023, Robert Potashnick notified the Company of his decision to resign as Chief Financial Officer of the Company, effective as of September 13, 2023, to pursue other opportunities.”
Earnings Releases

FOXO TECHNOLOGIES INC. reported second quarter ended June 30, 2023 results: EPS $(0.49) and $(0.83) for the three and six months ended June 30, 2023, respectively from $(3.84) and $(6.01) for the thre.

“FOXO Technologies Inc. (NYSEAM: FOXO), a leader in the field of commercializing epigenetic biomarker technology, today reported financial results for the second quarter ended June 30, 2023.”
Material Agreements

FOXO TECHNOLOGIES INC. entered into Stock Purchase Agreements with three accredited investors valued at aggregate gross proceeds of $450,000 (effective 2023-07-14).

“From July 14, 2023 through July 20, 2023 (each such date, a “First Tranche Closing Date”), FOXO Technologies Inc. (the “Company”) entered into three separate Stock Purchase Agreements (the “Stock Purchase Agreements”), which have substantially similar terms, with three accredited investors (the “Buyers”), pursuant to which the Company agreed to issue and sell to the Buyers, in a private placement (the “Offering”), in two separate tranches each, an aggregate of up to 5,625,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), at a price of $0.08 per share (the “Per Share Price”), for aggregate gross proceeds of $450,000.”
Material Agreements

FOXO TECHNOLOGIES INC. entered into General Release Agreements with Baboon Partners, LLC and Inpixon (effective 2023-06-16).

“FOXO Technologies Inc. (the “Company”) entered into two separate general release agreements with each of Baboon Partners, LLC (“Baboon Partners”) and Inpixon (collectively, with Baboon Partners, the “Investors”), dated as of June 16, 2023 and June 20, 2023, respectively (collectively, the “General Release Agreements”).”
Listing & Compliance Notices

FOXO TECHNOLOGIES INC. received a nyse_american noncompliance notice notice regarding stockholders equity (rules 1003(a)(i), 1009).

“June 12, 2023, FOXO Technologies Inc. (the “Company”) received an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that the Company is below compliance with Section 1003(a)(i) in the NYSE American Company Guide (the “Company Guide”) since it reported stockholders’ deficit of $(30,000) at March 31, 2023, and losses from continuing operations and/or net losses in its two most recent fiscal years ended December 31, 2022. Section 1003(a)(i) of the Company Guide requires a listed company to have stockholders’ equity of $2 million or more if the lis”
Auditor Changes

FOXO TECHNOLOGIES INC. engaged EisnerAmper LLP as its auditor.

“uthorized by the Company to respond fully to the inquiries of EisnerAmper LLP, the successor accountant. The Company provided KPMG with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in this report and, if not, stating the respects, if any, in which KPMG does not agree with such statements. A copy of the letter from KPMG is filed with this Current Report on Form 8-K as Exhibit 16.1. (b) Engagement of New Independent Registered Public Accounting Firm Effective June 12, 2023, the Audit Committee approved the appointment of EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered”
Auditor Changes

FOXO TECHNOLOGIES INC. dismissed KPMG LLP as its auditor.

“(a) Dismissal of Independent Registered Public Accounting Firm On June 12, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of FOXO Technologies Inc. (the “Company”) approved the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm.”
Shareholder Votes

FOXO TECHNOLOGIES INC. shareholders approved Approval of issuance of Class A Common Stock in connection with the PIK Note Offer to Amend at the 2023-05-26 meeting.

“As disclosed in Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the issuance of Class A Common Stock in connection with the PIK Note Offer to Amend at the Annual Meeting.”
Shareholder Votes

FOXO TECHNOLOGIES INC. shareholders approved Approval of issuance of Class A Common Stock in connection with the Exchange Offer at the 2023-05-26 meeting.

“As disclosed in Item 5.07 of this Current Report on Form 8-K, the Company’s stockholders approved the issuance of Class A Common Stock in connection with the Exchange Offer at the Company’s 2023 Annual Meeting of Stockholders held on May 26, 2023”
Listing & Compliance Notices

FOXO TECHNOLOGIES INC. received a nyse_american delisting notice notice regarding other (rules 1001).

“May 16, 2023, NYSE American provided written notice to the Company and publicly announced that NYSE Regulation has determined to commence proceedings to delist the Warrants and that the Warrants are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company Guide due to the low trading price of the Warrants. To effect the delisting, NYSE American will apply to the Securities and Exchange Commission (the “SEC”) to delist the Warrants pending completion of applicable procedures. The Company is evaluating whether it will appeal NYSE American’s determination. Trading in t”
Earnings Releases

FOXO TECHNOLOGIES INC. reported financial results for the quarter ended March 31, 2023.

“On May 11, 2023, FOXO Technologies Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2023.”

Taylor Fay resigned as Chief Operating Officer at FOXO TECHNOLOGIES INC..

“On April 12, 2023, Taylor Fay notified FOXO Technologies Inc. (the “Company”) of his decision to resign as Chief Operating Officer of the Company, effective as of April 28, 2023, to pursue other opportunities.”
Earnings Releases

FOXO TECHNOLOGIES INC. reported financial results for for the full year ended December 31, 2022.

“On March 30, 2023, FOXO Technologies Inc. (the “Company”) issued a press release and held a conference call regarding its financial results for the full year ended December 31, 2022.”
M&A Transactions

FOXO TECHNOLOGIES INC. completed a disposition involving Security National Life Insurance Company for $5,002,256, as of the Closing Date, minus $200,000 (closed 2023-02-03).

“all of Seller’s shares were cancelled and retired and ceased to exist in exchange for the assignment to the Seller of FOXO Life’s statutory capital and surplus amount of $5,002,256, as of the Closing Date, minus $200,000 (the “Merger Consideration”). As of the date of this Current Report on Form 8-K, the Company has $100,000 of statutory capital and surplus”

Jon Sabes resigned as member of the board of directors at FOXO TECHNOLOGIES INC..

“on January 29, 2023, Jon Sabes resigned as a member of the board of directors (the “Board”) of FOXO Technologies Inc. (the “Company”) pursuant to a resignation letter, effective immediately.”

Taylor Fay changed role as Chief Operating Officer at FOXO TECHNOLOGIES INC..

“On February 3, 2023, FOXO Technologies Inc. (the “Company”) announced that Taylor Fay has been promoted to Chief Operating Officer of the Company, effective immediately.”

Jon Sabes resigned as Director at FOXO TECHNOLOGIES INC..

“On January 29, 2023, Jon Sabes resigned as a member of the board of directors (the “Board”) of FOXO Technologies Inc. (the “Company”) pursuant to a resignation letter, effective immediately.”
Material Agreements

FOXO TECHNOLOGIES INC. entered into Merger Agreement with Security National Life Insurance Company (effective 2023-01-10).

“On January 10, 2023, FOXO Technologies Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”) with Security National Life Insurance Company, a Utah corporation (the “Buyer”), FOXO Life, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (the “Seller”), and FOXO Life Insurance Company (fka Memorial Insurance Company of America), an Arkansas corporation and wholly-owned subsidiary of the Seller (“FOXO Life”), pursuant to which, subject to the terms and conditions of the Merger Agreement, the Company has agreed to sell FOXO Life to the Buyer.”

Steven Sabes was terminated as Chief Operating Officer at FOXO TECHNOLOGIES INC..

“The Board determined to terminate Steven Sabes as Chief Operating Officer due to the Board’s view that Steven Sabes was not sufficiently fulfilling his responsibilities in such position.”

Jon Sabes was terminated as Chief Executive Officer and Chairman at FOXO TECHNOLOGIES INC..

“The Board determined to terminate Jon Sabes as Chief Executive Officer and Chairman of the Board because it had lost confidence in his ability to act in an executive officer capacity of the Company following the Company’s business combination with Delwinds Insurance Acquisition Corp., and its increased obligations as a public company.”
Material Agreements

FOXO TECHNOLOGIES INC. terminated Forward Share Purchase Agreement with Meteora (effective 2022-11-11).

“On November 11, 2022, the Company and Meteora mutually terminated the Forward Share Purchase Agreement, as amended by the Amendment.”
Material Agreements

FOXO TECHNOLOGIES INC. terminated Common Stock Purchase Agreement with CF Principal Investments LLC (the “Cantor Investor”) (effective 2022-11-08).

“On November 8, 2022, the Company and CF Principal Investments LLC (the “Cantor Investor”) mutually terminated that certain Common Stock Purchase Agreement, dated as of February 24, 2022 (the “Purchase Agreement”), by and between the Company and the Cantor Investor.”
Material Agreements

FOXO TECHNOLOGIES INC. amended Forward Share Purchase Agreement with Meteora Special Opportunity Fund Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”) (effective 2022-11-10).

“On November 10, 2022, FOXO Technologies Inc. (the “Company”) and Meteora Special Opportunity Fund Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”) amended that certain Forward Share Purchase Agreement, dated as of September 13, 2022 (the “Forward Purchase Agreement”), by and between the Company and Meteora (the “Amendment”).”

Tyler Danielson was appointed as Interim Chief Executive Officer at FOXO TECHNOLOGIES INC..

“The Board also named Tyler Danielson, who serves as the Company’s Chief Technology Officer, Interim Chief Executive Officer and principal executive officer, effectively immediately.”

Bret Barnes was appointed as Chairman of the Board at FOXO TECHNOLOGIES INC..

“The Board appointed Bret Barnes, a current director of the Company, to serve as the new Chairman of the Board, effectively immediately.”

Steven Sabes was terminated as Chief Operating Officer at FOXO TECHNOLOGIES INC..

“Jon Sabes and Steven Sabes have been terminated as the Company’s Chief Executive Officer and Chairman and Chief Operating Officer, respectively, effective as of November 14, 2022.”

Jon Sabes was terminated as Chief Executive Officer and Chairman at FOXO TECHNOLOGIES INC..

“Jon Sabes and Steven Sabes have been terminated as the Company’s Chief Executive Officer and Chairman and Chief Operating Officer, respectively, effective as of November 14, 2022.”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.