FOXO Technologies Amends Certificate to Treat Preferred Stock as Equity

FOXO Technologies Inc. (NYSE American: FOXO), a micro-cap commercial physical and biological research company with a market capitalization of $2.92 million, announced on Monday an amendment to its Certificate of Incorporation affecting its Series D Preferred Stock. The amendment, filed on March 31, 2025, removes a provision that could have significant accounting implications for the company. According to InvestingPro data, FOXO currently maintains a weak financial health score of 1.61 out of 10, highlighting the importance of this corporate action.

Previously, the Series D Cumulative Convertible Redeemable Preferred Stock included an automatic conversion right at the two-year anniversary from issuance. Retaining this provision would have potentially required the company to record the value issued as a liability on its balance sheet. By eliminating this automatic conversion right, FOXO Technologies will now classify the issued shares as equity. This is particularly significant given the company’s current ratio of 0.08, indicating that short-term obligations significantly exceed liquid assets.

This corporate action could provide greater flexibility in the company’s financial reporting and capital management. The amendment may also influence the perception of the company’s financial health and stability among investors, as equity treatment of preferred stock typically signals a stronger balance sheet compared to liability treatment.

The change comes as FOXO Technologies, headquartered in Minneapolis, MN, continues to operate within the specialized sector of commercial physical and biological research. The company, which has its roots as Delwinds Insurance Acquisition Corp. before a name change in 2020, is recognized under the SIC code 8731 for its services.

The details of the amendment were included in an 8-K filing with the U.S. Securities and Exchange Commission. The filing also provided an exhibit that contains the full text of the Amendment to the Certificate of Designation.

Investors and stakeholders can access the amendment document filed with the Delaware Secretary of State for a comprehensive understanding of the changes made. FOXO Technologies has not disclosed any further details regarding the strategic implications of this amendment.

The information in this article is based on a press release statement and aims to provide a factual report on the recent corporate development at FOXO Technologies. Despite challenging financial metrics, including an EBITDA of -$6.63 million in the last twelve months, the company has achieved impressive revenue growth of 196% year-over-year. For comprehensive analysis and additional insights, including 10 key ProTips about FOXO’s financial position, visit InvestingPro.

In other recent news, FOXO Technologies Inc. has undertaken several significant financial actions as part of its ongoing restructuring efforts. The company announced the approval of stock issuances that could exceed 20% of its currently outstanding shares, following consent from a majority stockholder. This includes the issuance of shares to ClearThink Capital Partners (WA:CPAP), LLC, and Jefferson Street Capital, LLC, as well as a private note offering that could raise up to $1.5 million. Additionally, FOXO Technologies completed the conversion of its 15% Senior Promissory Notes into Series B Cumulative Convertible Redeemable Preferred Stock, a move that aligns with its broader financial strategy.

This conversion was finalized after receiving shareholder approval, resulting in the issuance of 3,457.5 shares of preferred stock. Furthermore, shareholders approved the issuance of Class A Common Stock upon conversion of Series A Preferred Stock, an action that could potentially lead to a "Change of Control" under NYSE American Rules. The company also secured approval for issuing new shares of Series B Preferred Stock in exchange for Senior PIK Notes. These actions demonstrate FOXO Technologies’ efforts to streamline its capital structure and address debt obligations while complying with NYSE American regulations.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.