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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date Earliest Event Reported): September 26, 2022

 

 

 

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39783   85-1050265
(State or Other Jurisdiction
of Incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

729 N. Washington Ave., Suite 600
Minneapolis, MN		   55401
(Address of Principal Executive Offices)   (Zip Code)

 

(612) 562-9447

(Registrant’s telephone number, including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, par value $0.0001   FOXO   NYSE American
         
Warrants, each warrant exercisable for one share of Class A Common Stock for $11.50 per share   FOXO WS   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

FOXO Technologies Inc. (the “Company”) intends, from time to time, to present and/or distribute to the investment community and utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1 (the “Corporate Presentation”). Additionally, the Corporate Presentation will also be posted to the “Investors” portion of the Company’s website at https://foxotechnologies.com/investors/.

 

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

 

The information contained in the Corporate Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

 

Additionally, on September 26, 2022, the Company posted a letter from its Chairman and Chief Executive Officer to its stockholders on its website at https://foxotechnologies.com/investors/ and https://foxolife.com/blog/. A copy of the letter is furnished herewith as Exhibit 99.2.

 

The information presented in Item 7.01 of this Current Report on Form 8-K, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 8.01 Other Events.

 

As of September 19, 2022, the Company has 33,052,830 shares of Class A common stock issued and outstanding.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.

 

99.1   Corporate Presentation.
99.2   Letter to Stockholders, dated September 26, 2022.
104   Cover page formatted in Inline XBRL.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  FOXO Technologies Inc.
     
  By: /s/ Jon Sabes
    Name: Jon Sabes
  Title: Chief Executive Officer and Chairman

 

Date: September 26, 2022

 

 

2

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Exhibit 99.2

 

 

 

Letter to Shareholders

September 26, 2022

Posted at
https://foxotechnologies.com/investors/

https://foxolife.com/blog/

 

Dear FOXO Shareholders:

 

On Friday, September 16th, 2022, FOXO Technologies, Inc. began trading on the NYSE American under the symbol, FOXO. The amount of attention our stock has received from investors is overwhelming, and we thank you for your interest in FOXO.

 

As a shareholder, you own part of an effort to revolutionize mortality prediction technology for the life insurance industry, one of the largest financial industries in the world. In 2020, the life insurance industry took in over $2.6 trillion dollars for financial products that predict how long you will live. With this calculus in mind, FOXO is focused on two things in the near term:

 

1.Through a relationship with Assurity Inc., we are beginning to sell “Life Insurance Designed to Keep You Alive™.” Today, you can purchase term and permanent life insurance, complete with the FOXO Longevity Report at foxolife.com through a select, but growing number of forward-thinking agents. If FOXO Life is not available in your state, we expect it soon will be.

 

2.We also expect to introduce a new saliva-based underwriting protocol to replace invasive blood specimen collection requirements. Today, FOXO is working with insurance carriers who’ve expressed interest in using our technology.

 

We are committed to commercializing predictive epigenetic technology to modernize the global insurance industry. FOXO has exclusively licensed “Epigenetic Clock” technology developed by Dr. Steve Horvath of UCLA and is developing proprietary health assessment biomarkers for the life insurance industry. Your epigenetic clock, derived from a saliva sample, provides a reliable assessment of how quickly you’re aging and your associated risk of disease with age. Your epigenetic biomarkers are based on a number of factors—such as what you eat, your exercise habits, and how much stress you’re under. We believe FOXO’s technology underpins the fountain of youth. FOXO’s goal is to help you live not only your longest life, but your healthiest.

 

We acknowledge the many risks and challenges of transforming such a large and historically conservative industry. However, we believe that science and opportunity are on our side. To hear more about our science, join our Chief Scientist, Dr. Brian Chen, on the Aging Podcasti. To read more about our science, see recent articles in WIREDii and NEO Lifeiii, as well as Dr. Morgan Levine’s new book, True Ageiv.

 

Let me be clear, commercializing the epigenetic biomarkers of health and longevity for the global life insurance industry is an audacious goal. However, low-cost DNA sequencing and AI machine-learning are demonstrating that our DNA is not our destiny, gene expression is. We believe FOXO is capitalizing on this new source of biological information like no-one else in our field.

 

We are grateful to all the new shareholders who’ve become a part of FOXO’s mission to hack mortality prediction and disrupt life insurance business, as we began trading on the NYSE American exchange.

 

FOXO TECHNOLOGIES, INC.

 

 

Jon Sabes

Chief Executive Officer

 

 

 

i https://foxolife.com/blog/longevity-aging-interview-foxos-dr-brian-chen-with-dr-steve-horvath/
ii https://www.wired.com/story/epigenetic-clocks-predict-animals-true-biological-age/
iii https://neo.life/2022/09/2-minutes-to-midlife-the-fantastic-unspecified-future-of-epigenetic-clocks/
iv https://www.amazon.com/True-Age-Cutting-Edge-Research-Clock/dp/B09FCMR1HP