Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-272892
PROSPECTUS SUPPLEMENT NO.
3
(to Prospectus dated July 6, 2023)
FOXO Technologies Inc.
Up to 19,312,823 Shares of Class A Common Stock
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 6, 2023 (the “Prospectus”),
which forms a part of our registration statement on Form S-1 (File No. 333-272892) with the information contained in our current
report on Form 8-K, filed with the Securities and Exchange Commission on August 8, 2023 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the potential offer and resale from time to time by the selling stockholders named
in the Prospectus or their permitted transferees (the “Selling Stockholders”) of up to 19,312,823 shares of Class A
common stock (the “Class A Common Stock”), which consists of (i) 7,955,948 shares of Class A Common Stock issued to
those Selling Stockholders that tendered warrants to purchase one share of Class A Common Stock per warrant at an exercise price per share
of $6.21, subject to adjustment (the “Assumed Warrants”), pursuant to the Offer to Exchange Warrants to Acquire Shares
of Class A Common Stock and Consent Solicitation, commenced on April 27, 2023, by us (the “Exchange Offer”), which
Assumed Warrants were originally issued to accredited investors by FOXO Technologies Operating Company (“Legacy FOXO”)
in a private placement of convertible debentures and warrants to purchase shares of Class A common stock of Legacy FOXO and assumed by
us pursuant to the business combination of our predecessor, Delwinds Insurance Acquisition Corp., and Legacy FOXO consummated on September
15, 2022, (ii) 4,321,875 shares of Class A Common Stock issued to those Selling Stockholders that approved certain amendments to our 15%
Senior Promissory Notes pursuant to the Offer to Amend 15% Senior Promissory Notes and Consent Solicitation, commenced on April 27, 2023,
by us, and (iii) 7,035,000 shares of Class A Common Stock issued in exchange for a general release to certain Selling Stockholders that
previously held 10% Original Issue Discount Convertible Debentures issued in 2022 by Legacy FOXO. We will not receive any proceeds from
the sale of shares of Class A Common Stock by the Selling Stockholders.
Our Class A Common Stock
is currently listed on the NYSE American LLC under the symbol “FOXO.” On August 8, 2023, the closing price of our Class A
Common Stock was $0.1561. Our Public Warrants are currently quoted on the OTC Pink Marketplace under the symbol “FOXOW.” On
August 8, 2023, the closing price of our Public Warrants was $0.0045.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
We are an “emerging growth company”
as the term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject to reduced public company reporting standards.
As such, we have elected to comply with certain reduced public company reporting requirements for this and future filings.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 11 OF
THE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement is August 8, 2023.
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): August 4, 2023
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 |
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 3.02 Unregistered Sales of Equity Securities.
On August 4, 2023, FOXO
Technologies Inc. (the “Company”), following the effectiveness of the registration statement on Form S-1 (File No.
333-273377) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 21, 2023 (as amended, the
“Resale Registration Statement”), closed the second tranche (the “Second Tranche”) of its private offering
(the “Offering”) of Class A common stock, par value $0.0001 per share (“Common Stock”) pursuant to the terms of
three separate Stock Purchase Agreements, dated July 14, 2023, July 20, 2023 and July 20, 2023 (collectively, the “Stock Purchase
Agreements”), each between the Company and an accredited investor (collectively, the “Buyers”). In the Second Tranche,
the Buyers purchased a total of 2,812,500 shares of Common Stock (the “Second Tranche Shares”) at a price of $0.08 per share,
resulting in $225,000 in aggregate gross proceeds for the Company.
The Second Tranche Shares were
issued and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. Each Buyer is an “accredited investor”
as that term is defined in Rule 501(a)(1) under the Securities Act, and purchased shares of Common Stock in the Offering as an investment,
which did not involve a general solicitation. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state.
The foregoing description
of the Stock Purchase Agreements is qualified in its entirety by reference to the form of Stock Purchase Agreement attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
As of August 8, 2023, after
taking into account the issuance of the Second Tranche Shares, the Company has 52,105,892 shares of Common Stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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. |
|
|
|
Date: August 8, 2023 |
By: |
/s/ Tyler Danielson |
|
|
Name: |
Tyler Danielson |
|
|
Title: |
Interim Chief Executive Officer |
2
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