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MINNEAPOLIS, MN - FOXO Technologies Inc. (NYSE American: FOXO), a micro-cap company with a market capitalization of $3.89 million and currently trading at $0.17 per share, has announced via an 8-K filing with the U.S. Securities and Exchange Commission that on February 27, 2025, a majority stockholder, holding approximately 81% of the company’s voting rights, approved several significant actions by written consent. According to InvestingPro analysis, the company’s financial health score is rated as WEAK, with short-term obligations exceeding liquid assets. These approvals include the issuance of Class A Common Stock for various financial transactions that could result in the issuance of securities exceeding 20% of the currently issued and outstanding shares.
The first approval allows for the issuance of shares to ClearThink Capital Partners (WA:CPAP), LLC in exchange for the conversion of convertible notes and non-convertible promissory notes, as well as inducement shares. The second consent approves the potential issuance of shares to investors as part of a private note offering, which could total up to $1.5 million. The third approval is for the issuance of shares to Jefferson Street Capital, LLC upon the conversion of convertible notes and commitment shares.
These actions are in compliance with Section 713 of the NYSE American LLC Company Guide, which requires shareholder approval for the issuance of securities amounting to over 20% of the outstanding shares of common stock at the time of the transaction. The stock has experienced significant volatility, with InvestingPro data showing a 47% decline over the past year and a current beta of 3.52, indicating higher volatility than the broader market.
The company, which operates in the commercial physical and biological research industry under the SIC code 8731, filed a preliminary Information Statement on Schedule 14C on February 28, 2025. This statement details the approved matters and will be mailed to stockholders of record as of the Record Date. The approved actions are set to become effective 20 days after the mailing of the definitive Information Statement.
This move by FOXO Technologies Inc., a company incorporated in Delaware with its principal executive offices located at 729 N. Washington Ave., Suite 600, Minneapolis, MN, reflects ongoing financial restructuring and capital raising efforts. With an EBITDA of -$6.63 million and the next earnings report due on March 28, 2025, investors seeking deeper insights can access 8 additional key metrics and tips through InvestingPro. The Chief Executive Officer, Seamus Lagan, signed off on the 8-K filing dated today, March 5, 2025.
The information provided in this article is based on a press release statement from the company.
In other recent news, FOXO Technologies Inc. completed a significant financial restructuring by converting its 15% Senior Promissory Notes into Series B Cumulative Convertible Redeemable Preferred Stock. This conversion, finalized after receiving shareholder approval, involved the exchange of promissory notes valued at $3,457,500 into 3,457.5 shares of preferred stock. The strategic move aligns with the company’s broader financial strategy to manage its debt and comply with New York Stock Exchange American’s listing rules. Additionally, FOXO Technologies secured shareholder approval for issuing Class A Common Stock upon converting its Series A Preferred Stock, a decision that could significantly impact the company’s stock structure. The company also amended its Certificate of Incorporation to include a beneficial ownership limitation, preventing any single holder from controlling more than 4.99% or 9.99% of the outstanding Class A Common Stock post-conversion. At its recent Annual General Meeting, FOXO Technologies re-elected its board of directors and ratified Kreit & Chiu CPA LLP as its independent registered public accounting firm. These developments underscore FOXO Technologies’ ongoing efforts to streamline its capital structure and maintain shareholder confidence.
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