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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): June 10, 2024
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On June 10, 2024, FOXO Technologies Inc., a Delaware
corporation (the “Company”), received an official notice of noncompliance (the “NYSE American Notice”)
from NYSE Regulation (“NYSE”) stating that the Company is not in compliance with NYSE American continued listing standards
(the “Delinquency Notification”) due to an outstanding balance of listing fees over 180 days old and NYSE provided
the Company until June 7, 2024 to provide payment before the Company would become subject to the noncompliance procedures (the “Delinquency”).
The Company failed to pay the fee by June 7, 2024.
As a result, receipt
of the Delinquency Notification was NYSE Regulation’s official notice of noncompliance with Section 1003(f)(iv) of the Company Guide.
The Company is now subject to the procedures and requirements set forth in Section 1009 of the Company Guide. In connection with its non-compliance
with Section 1003(f)(iv) of the Company Guide, the Company must submit a written response by June 17, 2024 advising of actions it has
taken or will take to pay its past-due fees in full to NYSE within 30 calendar days of receipt of the Delinquency Notification.
If the Company does not submit the written response
or if the actions proposed by the Company in its written response are deemed unacceptable by NYSE, NYSE will commence delisting proceedings.
Furthermore, if NYSE accepts the actions proposed by the Company in its written response and the Company does not make progress towards
full payment of all past-due fees consistent with the proposed actions as accepted by NYSE, NYSE staff will initiate delisting proceedings
as appropriate. The Company may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.
The Company must contact NYSE by June 14, 2024,
to confirm receipt of the Delinquency Notification, discuss any possible information which NYSE staff may be unaware of and indicate whether
it plans to present a compliance plan.
The Company has contacted
NYSE to confirm receipt of the letter and indicate that it plans to present a compliance plan. The Company intends to regain compliance
with the NYSE American continued listing standards. There can be no assurance that the Company will ultimately regain compliance with
all applicable NYSE American listing standards.
Item 7.01.
Regulation FD Disclosure.
On June 14, 2024, the
Company issued a press release announcing its receipt of the Delinquency Notice. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The information under
this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the 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 such information be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing
of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the
information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation
FD.
Cautionary Statement
Regarding Forward-Looking Statements
This Current Report on
Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe
historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other comparable terminology and include statements regarding the NYSE American Notice and whether the Company will
regain compliance with the NYSE American’s continued listing standards. These forward-looking statements are based on information
currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks
and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s
or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of
activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the
date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after
such date.
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: June 14, 2024 |
By: |
/s/ Mark White |
| |
|
Name: |
Mark White |
| |
|
Title: |
Interim Chief Executive Officer |
3
Exhibit 99.1
FOXO Technologies Inc. Announces Receipt of
Notice of Non-Compliance
with NYSE Continued Listing Requirements
Reaffirms commitment to regaining compliance
with the NYSE American
continued listing standards
MINNEAPOLIS, MN, June 14, 2024 —
FOXO Technologies Inc. (NYSE American: FOXO) (the “Company” or “FOXO”), reports that it has received an
official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation (“NYSE”) stating that the
Company is not in compliance with NYSE American continued listing standards (the “Delinquency Notification”) due to an
outstanding balance of listing fees over 180 days old and NYSE provided the Company until June 7, 2024 to provide payment before the
Company would become subject to the noncompliance procedures (the “Delinquency”). The Company failed to pay the fee by
June 7, 2024.
Mark White, Interim CEO
of FOXO, said, “We regret the delinquency, which was due to short-term capital allocation strategies. However, we have contacted
NYSE and look forward to presenting our compliance plan in light of recent developments, including our recently announced planned acquisitions,
which we believe would generate meaningful cashflow for the combined companies. While there can be no assurances, we intend to regain
compliance with the NYSE American continued listing standards in the near future.”
As a result, receipt of the Delinquency Notification
was NYSE Regulation’s official notice of noncompliance with Section 1003(f)(iv) of the Company Guide. The Company is now subject
to the procedures and requirements set forth in Section 1009 of the Company Guide.
About FOXO Technologies Inc.
FOXO is a biotechnology company dedicated to improving
human health and longevity through the development of cutting-edge technology and product solutions for various industries, including
life insurance. FOXO’s epigenetic technology applies AI to DNA methylation to identify molecular biomarkers of human health and
aging. FOXO is committed to leveraging the latest advancements in science and technology to help people live better, longer lives. For
more information about FOXO, visit www.foxotechnologies.com.
Forward-Looking Statements
This press release contains
certain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities
Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein, including statements about the
delisting of the Warrants from NYSE American, trading of the Warrants in the over-the-counter market, the continued listing of the Company’s
Class A common stock on NYSE American, and other statements identified by words such as “will likely result,” “are expected
to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning, but the absence of these words does not
mean that a statement is not forward-looking. Any such forward-looking statements are based upon the current beliefs and expectations
of the Company’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies,
many of which are difficult to predict and generally beyond the Company’s control. Many factors could cause actual future events
to differ materially from the forward-looking statements in this press release, including but not limited to the possibility that the
Plan will not be accepted by NYSE American, the Company will be unable to satisfy other continued listing requirements of NYSE American
for its Class A common stock to maintain the listing of the Class A common stock on NYSE American; the risk of changes in the competitive
and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and
regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations;
the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future;
potential inability of FOXO to establish or maintain relationships required to advance its goals or to achieve its commercialization and
development plans; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the
intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive biotechnology
industry or in the markets or industries in which FOXO operates, including the highly regulated insurance industry. The foregoing list
of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed
in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and
in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
FOXO assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contact:
Crescendo Communications, LLC
(212) 671-1020
foxo@crescendo-ir.com
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