DEF 14C: FOXO Technologies Secures Shareholder Approval for Significant Equity Issuances and Completes Reverse Stock Split to Maintain NYSE American Listing

FOXO Technologies Inc. has informed stockholders of approvals for substantial share issuances to ClearThink Capital Partners, LLC, Jefferson Street Capital, LLC, and other investors from convertible notes and promissory note exchanges, alongside a recent 1-for-10 reverse stock split, all aimed at maintaining NYSE American listing compliance.

Summary

• FOXO Technologies Inc. (the Company) has obtained shareholder approval via written consent for several corporate actions, as required by Section 713 of the NYSE American LLC Company Guide.
• These actions include the approval of the issuance of shares of Class A Common Stock to ClearThink Capital Partners, LLC (ClearThink Issuances) resulting from aggregated conversions of convertible notes (approximately $597,318 in principal) and exchanges of non-convertible promissory notes ($39,750 in principal), plus inducement shares, with a maximum aggregate of 525,000 shares approved.
• Approval was also granted for the issuance of shares to investors from aggregated conversions of convertible notes and inducement shares related to an up to $1,500,000 private note offering (Note Offering Issuances), with a maximum aggregate of 2,400,000 shares approved.
• Further approval covers the issuance of shares to Jefferson Street Capital, LLC (JSC Issuances) from conversions of convertible notes (initial notes totaling $425,150, with potential for an additional $1,224,850) and commitment shares, with a maximum aggregate of 27,665,000 shares approved.
• These issuances may result in total issuances of securities exceeding 20% of the issued and outstanding shares of Common Stock, necessitating shareholder approval under NYSE American rules to maintain listing.
• A 1-for-10 reverse stock split was implemented, effective April 28, 2025, at 4:01 p.m. Eastern Time, previously approved by shareholders.
• As of February 27, 2025, the Company had an aggregate voting power of 155,271,089 (pre-reverse split), with 31,756,401 shares of votable Common Stock (pre-reverse split) and 25,809.5 shares of votable Preferred Stock.
• The consenting stockholders who approved these actions represented approximately 80.20% of the Company's voting stock as of the Record Date.

Sentiment

Score: 4

Explanation: The document is primarily a compliance filing, informing shareholders of actions already taken. While it ensures NYSE listing compliance (a positive), the underlying actions involve significant dilution from capital raises at potentially low conversion prices, which is a negative for existing shareholders. The overall sentiment is neutral to slightly negative due to the dilutive nature of the financing activities.

Positives

• Shareholder approval for significant equity issuances ensures compliance with NYSE American LLC Company Guide Section 713, which is crucial for maintaining the Company's listing on the exchange.
• The Company has secured funding through convertible notes and promissory note exchanges with ClearThink Capital Partners, LLC, and Jefferson Street Capital, LLC, and is pursuing an additional private note offering of up to $1,500,000, providing necessary capital.

Negatives

• The issuance of new shares will have a significant dilutive effect on existing stockholders, impacting both their voting power and economic rights.
• The conversion prices for some notes (e.g., ClearThink December 2024 Note, ClearThink January 2025 Note, JSC notes) are tied to a discount to VWAP or a low fixed price ($0.10 for JSC), indicating potential issuance at prices significantly below current market value.

Risks

• The substantial issuance of new shares will dilute the ownership and voting power of current stockholders.
• Failure to maintain compliance with NYSE American listing standards, despite these approvals, could lead to delisting, which would negatively impact the Company's stock liquidity and investor confidence.
• The Company's continued reliance on convertible debt financing, often at dilutive terms, poses a risk to long-term shareholder value.

Future Outlook

The approved corporate actions, including the share issuances, cannot become effective until 20 days from the mailing date of the Definitive Information Statement (on or about May 27, 2025). Upon effectiveness, the Company will be in compliance with Section 713 of the NYSE American LLC Company Guide regarding these specific transactions, allowing for the issuance of shares related to the convertible notes and promissory note exchanges.

Management Comments

• "WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY."
• "The accompanying Information Statement is being furnished to our stockholders... solely for the purpose of informing our stockholders of the actions taken by the written consent."
• "You do not need to do anything in response to this Notice and the Information Statement."
• "As a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the above actions."

Industry Context

This filing is specific to FOXO Technologies Inc. and its compliance with NYSE American listing rules, particularly Section 713, which governs large equity issuances. Such compliance actions are common for smaller public companies that rely on convertible debt financing, often at dilutive terms, to fund operations and maintain exchange listings. The reverse stock split is also a common tactic for companies to meet minimum bid price requirements for continued listing on exchanges.

Management Changes

Corporate Governance

Related Party Transactions

• Rennova Health, Inc. (RHI), where Seamus Lagan (CEO and Director) and Trevor Langley (Director) are involved, has entered into Voting Agreements and Irrevocable Proxies with Sabby Volatility Warrant Master Fund, Ltd., Sabby Healthcare Master Fund, Ltd., and Chris Diamantis. These agreements grant RHI discretion over the voting of shares held by these entities, giving RHI approximately 77% combined voting percentage.

Stakeholder Impact

• Shareholders: Significant dilutive effect on existing stockholders' voting power and economic rights due to the substantial issuance of new shares from convertible notes and promissory note exchanges.
• Company (FOXO Technologies Inc.): Secures necessary capital and ensures compliance with NYSE American listing requirements, which is critical for its public trading status.

Next Steps

• The approved corporate actions will become effective 20 days after the mailing of the Definitive Information Statement (on or about May 27, 2025).
• The Company will continue to issue shares upon conversion of the various convertible notes and exchanges of promissory notes as per the approved terms.
• The Company will proceed with the private note offering of up to $1,500,000.

Key Dates

Keywords

FOXO Technologies, SEC filing, DEF 14C, shareholder approval, equity issuance, convertible notes, promissory notes, reverse stock split, NYSE American, Section 713, dilution, capital raise, corporate governance, financial reporting