10-K: FOXO Technologies Amends Agreement with KR8 AI, Clarifies Scope of Termination

FOXO Technologies amends its termination agreement with KR8 AI to clarify the scope of the termination, focusing on financial obligations rather than the entire agreement.

Summary

• FOXO Technologies Inc. and KR8 AI Inc. amended a previous termination agreement to clarify that the termination only applies to FOXO's future obligations under Section 8 of the Master Software and Services Agreement (MSSA), not the entire MSSA.
• The amendment specifies that the issuance of 3,000 shares of Series D Cumulative Convertible Redeemable Preferred Stock (Shares) by FOXO to KR8 constitutes complete satisfaction of all amounts owed under the MSSA.
• FOXO Labs Inc., a wholly-owned subsidiary of FOXO Technologies, will assume all of FOXO Technologies' rights and obligations under the MSSA.
• The amendment is effective as of December 6, 2024.

Sentiment

Score: 7

Explanation: The document is a legal agreement, so the sentiment is neutral. However, the clarification and resolution of obligations could be viewed as slightly positive for FOXO.

Positives

• The amendment clarifies the relationship between FOXO and KR8, potentially reducing future disputes.
• The assumption of MSSA obligations by FOXO Labs may streamline operations.
• The issuance of Series D Preferred Stock settles a significant liability.

Future Outlook

The document does not provide a specific future outlook beyond the immediate effects of the agreement.

Industry Context

This announcement reflects ongoing efforts within the technology and healthcare sectors to refine partnerships and manage intellectual property rights, particularly in emerging fields like epigenetics and AI.

Related Party Transactions

• The agreement involves KR8 AI, a company with connections to FOXO's former Interim CEO and current Interim CFO.

Stakeholder Impact

• Shareholders: Clarification of the agreement may provide more certainty.
• Employees: The assumption of obligations by FOXO Labs may impact roles and responsibilities.
• Partners: The clarified relationship with KR8 AI may affect future collaborations.

Key Dates

Keywords

KR8 AI, FOXO Technologies, Termination Agreement, Amendment, MSSA, Series D Preferred Stock, FOXO Labs, Obligations, License, Epigenetic, AI