Current Report Filing (8-k)
31 März 2023 - 1:31PM
Edgar (US Regulatory)
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2023-03-30
2023-03-30
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2023-03-30
2023-03-30
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FOXO:WarrantsEachWarrantExercisableForOneShareOfClassCommonStockFor11.50PerShareMember
2023-03-30
2023-03-30
iso4217:USD
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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): March 30, 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 |
|
|
|
|
|
Warrants, each warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
FOXO WS |
|
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 2.02 Results
of Operations and Financial Condition.
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. The press release contains financial results for the full year ended December
31, 2022 and other business related information. A copy of the press release and a transcript of the conference call are furnished as
Exhibits 99.1 and 99.2, respectively, to this report.
The
Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of GAAP
to non-GAAP results is provided in the attached Exhibit 99.1 press release.
The
information furnished with this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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. |
|
|
|
|
|
By: |
/s/ Tyler Danielson |
|
|
Name: |
Tyler Danielson |
|
|
Title: |
Interim Chief Executive Officer |
Date: March 31, 2023
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