Item 8.01 Other Events.
As
previously disclosed, on March 30, 2023, FOXO Technologies Inc. (the “Company”) filed a petition in the Court of Chancery
pursuant to Section 205 of the Delaware General Corporation Law seeking validation of the Company’s Second Amended and Restated
Certificate of Incorporation and all shares of Class A Common Stock issued at or after the filing of the Second Amended and Restated Certificate
of Incorporation, to resolve any uncertainty with respect to those matters (the “Section 205 Action”). The Section 205
Action filed by the Company in the Court of Chancery is captioned In re FOXO Technologies Inc., C.A. No 2023-0379-LWW (Del. Ch.).
A copy of the Company’s petition filed in the Section 205 Action is attached as an exhibit to this Form 8-K. The same day the Section
205 Action was filed, the Company also moved that the Court’s consideration of the Section 205 Action be expedited.
On
March 31, 2023, the Court of Chancery granted the Company’s motion for expedited proceedings in the Section 205 Action. The Court
of Chancery directed the Company (i) to file this Form 8-K, attaching the petition filed by the Company in the Section 205 Action; and
(ii) to notify stockholders that the Court of Chancery will hold a final hearing to consider the merits of the petition filed by the Company
in the Section 205 Action on April 13, 2023, at on 9:35 a.m. Eastern Time, at the Leonard L. Williams Justice Center, 500 North King Street,
Wilmington, Delaware 19801 (the “Section 205 Hearing”). This Form 8-K constitutes notice of the Section 205 Hearing. If any
stockholder of the Company wishes to express a position on the Section 205 Action, such stockholders of the Company may (i) appear at
the hearing in the Section 205 Action or (ii) file a written submission with the Register in Chancery, Leonard L. Williams Justice Center,
500 North King Street, Wilmington, Delaware 19801, referring to the case caption, In re FOXO Technologies Inc., C.A. No 2023-0379-LWW
(Del. Ch.), in advance of the Section 205 Hearing, and any such written submission should be emailed to the Company’s counsel, David
B. Gordon, Mitchell Silberberg & Knupp LLP, 437 Madison Ave., 25th Floor, New York, New York 10022, at dbg@msk.com and Kevin S. Mann
Cross & Simon, LLC, 1105 North Market Street, Suite 901, Wilmington, Delaware 19801, at kmann@crosslaw.com.
Forward-Looking Statements
This
report includes forward looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,”
expects,” “estimates,” “projects,” “intends,” “should,” “is to be,”
or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts.
Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause
actual results to differ materially from the forward-looking statements contained herein due to many factors. With respect to the matters
addressed in this report, no assurances can be made regarding the outcome of the proceeding pursuant to Section 205 of the Delaware General
Corporation Law or any claims, proceedings or litigation regarding the authorization of the Company’s Class A Common Stock. The
Company’s Section 205 proceeding is, and any other litigation regarding the authorization of the Company’s Class A Common
Stock would be, subject to uncertainties inherent in the litigation process, and may not result in timely resolution of the uncertainty
regarding its capitalization, if at all. If the Company is unsuccessful in the Section 205 proceeding, claims alleging that a portion
of the Company’s Class A Common Stock was not authorized could have a material adverse effect on the Company, including on its ability
to complete financing transactions. Additional information on potential factors that could affect the financial results of the Company
and its forward-looking statements is included in its most recent Form 10-K and subsequent filings with the Securities and Exchange Commission.
All forward-looking statements are qualified in their entirety by this cautionary statement. Any forward-looking statements speak only
as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events
or circumstances after the date of this report.