Current Report Filing (8-k)
June 15 2023 - 7:37AM
Edgar (US Regulatory)
0001812360
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0001812360
2023-06-12
2023-06-12
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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): June 12, 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)s |
(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
4.01 Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On June 12, 2023, the Audit
Committee (the “Audit Committee”) of the Board of Directors of FOXO Technologies Inc. (the “Company”) approved
the dismissal of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm. KPMG had served as
the Company’s independent registered public accounting firm since September 20, 2022 through the period ended June 12, 2023, and
as the independent registered public accounting firm of our predecessor, FOXO Technologies Operating Company, since November 8, 2021.
KPMG’s audit reports
on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021 did not contain any
adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles,
except as follows: KPMG’s report on the Company’s consolidated financial statements as of and for the years ended December
31, 2022 and 2021, contained a separate paragraph stating that “The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company
has suffered continued negative cash flows and losses from operations that raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.”
During the two fiscal years
ended December 31, 2022 and 2021 and the subsequent interim period through June 12, 2023: (i) there were no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K) with KPMG on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to
make reference to the subject matter of such disagreements in connection with its reports on the consolidated financial statements for
such periods and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). KPMG has been
authorized by the Company to respond fully to the inquiries of EisnerAmper LLP, the successor accountant.
The Company provided KPMG
with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that
KPMG furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in this
report and, if not, stating the respects, if any, in which KPMG does not agree with such statements. A copy of the letter from KPMG is
filed with this Current Report on Form 8-K as Exhibit 16.1.
| (b) | Engagement of New Independent Registered Public Accounting
Firm |
Effective June 12, 2023, the
Audit Committee approved the appointment of EisnerAmper LLP (“EisnerAmper”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023.
During the Company’s
fiscal years ended December 31, 2022 and 2021, and through June 12, 2023, neither the Company nor anyone acting on its behalf consulted
with EisnerAmper regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; or
the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice
was provided to the Company that EisnerAmper concluded was an important factor considered by the Company in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
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: June 15, 2023
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