Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-271475
PROSPECTUS
SUPPLEMENT NO. 8
(to Prospectus dated May 5, 2023)
FOXO
Technologies Inc.
Up
to 10,062,500 Shares of
Class
A Common Stock Issuable Upon
Exercise
of Public Warrants
Up
to 316,250 Shares of
Class
A Common Stock Issuable Upon
Exercise
of Private Warrants
Up
to 1,905,853 Shares of
Class
A Common Stock Issuable Upon
Exercise
of Assumed Warrants
Up
to 5,288,364 Shares of Class A Common Stock
Up
to 316,250 Private Warrants to
Purchase
Shares of Class A Common Stock
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 5, 2023 (the “Prospectus”),
which forms a part of our registration statement on Form S-1 (File No. 333-271475) with the information contained in our current report
on Form 8-K, filed with the Securities and Exchange Commission on August 8, 2023 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
The
Prospectus and this prospectus supplement relate to the issuance by us of up to (i) 10,062,500 shares of our Class A common stock, $0.0001
par value per share (the “Class A Common Stock”), issuable upon the exercise of 10,062,500 publicly-traded warrants
with an exercise price of $11.50 per share (the “Public Warrants”), which were originally issued by Delwinds (as defined
in the Prospectus) as part of its initial public offering of units at a price of $10.00 per unit, with each unit consisting of one share
of Class A Common Stock and one-half of one redeemable warrant, (ii) 316,250 shares of our Class A Common Stock issuable upon the exercise
of 316,250 private warrants (the “Private Warrants”) with an exercise price of $11.50 per share, which were originally
issued to DIAC Sponsor LLC (the “Sponsor”) (and such securities were subsequently distributed for no additional consideration
to the members of the Sponsor, upon the Sponsor’s dissolution and distribution of all of its assets, including these securities)
in a private placement of units at a purchase price of $10.00 per unit, with each unit consisting of one share of Class A Common Stock
and one-half of one redeemable warrant, and (iii) 1,905,853 shares of Class A Common Stock issuable upon the exercise of 1,905,853 warrants
at an exercise price of $6.21 per share (the “Assumed Warrants”), which were originally issued to accredited investors
by Legacy FOXO (as defined in the Prospectus) in a private placement of convertible debentures and warrants and assumed by us pursuant
to the Business Combination ( as defined in the Prospectus), and of which only 258,652 Assumed Warrants are outstanding following the
consummation on May 26, 2023 of our issuer tender offer, the Offer to Exchange Warrants to Acquire Shares of Class A Common Stock and
Consent Solicitation, pursuant to which an aggregate of 1,647,201 Assumed Warrants were tendered and are no longer outstanding.
The
Prospectus and this prospectus supplement also relate to the potential offer and resale from time to time by the selling securityholders
named in the Prospectus or their permitted transferees (the “Selling Securityholders”) of (a) up to 5,288,364 shares
of Class A Common Stock, which consists of (i) 4,039,614 shares of Class A Common Stock, which were originally issued to the Sponsor
in the form of Founder Shares (as defined in the Prospectus) (and such securities were subsequently distributed for no additional consideration
to the members of the Sponsor, upon the Sponsor’s dissolution and distribution of all of its assets, including these securities)
at an initial purchase price of approximately $0.004 per share, (ii) 632,500 shares of Class A Common Stock, which were originally issued
to the Sponsor (and subsequently distributed to the permitted transferees of the Sponsor) in a private placement of units at a price
of $10.00 per unit, with each unit consisting of one share of Class A Common Stock and one-half of one redeemable warrant, (iii) up to
316,250 shares of our Class A Common Stock issuable upon exercise of 316,250 Private Warrants held by the members of the Sponsor at an
exercise price of $11.50 per share, and (iv) 300,000 shares of Class A Common Stock issued to J.V.B. Financial Group, LLC (“JVB”),
acting through its Cohen & Company Capital Markets division, in connection with the transactions contemplated by that certain Amendment
and Termination Agreement, dated as of September 15, 2022, which shares are being registered pursuant to a general release agreement
entered into between the Company and JVB, providing for a general release, effective upon effectiveness of this registration statement,
of any and all claims by JVB against the Company in exchange for the registration of JVB’s shares of Class A Common Stock for resale;
and (b) up to 316,250 Private Warrants held by the members of the Sponsor to purchase up to 316,250 shares of Class A Common Stock at
an exercise price of $11.50 per share. We will not receive any proceeds from the sale of shares of Class A Common Stock or Warrants by
the Selling Securityholders.
Our
Class A Common Stock is currently listed on the NYSE American LLC under the symbol “FOXO.” On August 8, 2023, the closing
price of our Class A Common Stock was $0.1561. Our Public Warrants are currently quoted on the OTC Pink Marketplace under the symbol
“FOXOW.” On August 8, 2023, the closing price of our Public Warrants was $0.0045.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus supplement.
We
are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and will be subject
to reduced public company reporting standards. As such, we have elected to comply with certain reduced public company reporting requirements
for this and future filings.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 10 OF
THE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is August 8, 2023.
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): August 4, 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) |
(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 3.02 Unregistered Sales of Equity Securities.
On August 4, 2023, FOXO
Technologies Inc. (the “Company”), following the effectiveness of the registration statement on Form S-1 (File No.
333-273377) that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 21, 2023 (as amended, the
“Resale Registration Statement”), closed the second tranche (the “Second Tranche”) of its private offering
(the “Offering”) of Class A common stock, par value $0.0001 per share (“Common Stock”) pursuant to the terms of
three separate Stock Purchase Agreements, dated July 14, 2023, July 20, 2023 and July 20, 2023 (collectively, the “Stock Purchase
Agreements”), each between the Company and an accredited investor (collectively, the “Buyers”). In the Second Tranche,
the Buyers purchased a total of 2,812,500 shares of Common Stock (the “Second Tranche Shares”) at a price of $0.08 per share,
resulting in $225,000 in aggregate gross proceeds for the Company.
The Second Tranche Shares were
issued and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder. Each Buyer is an “accredited investor”
as that term is defined in Rule 501(a)(1) under the Securities Act, and purchased shares of Common Stock in the Offering as an investment,
which did not involve a general solicitation. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state.
The foregoing description
of the Stock Purchase Agreements is qualified in its entirety by reference to the form of Stock Purchase Agreement attached hereto as
Exhibit 10.1, which is incorporated herein by reference.
As of August 8, 2023, after
taking into account the issuance of the Second Tranche Shares, the Company has 52,105,892 shares of Common Stock issued and outstanding.
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: August 8, 2023 |
By: |
/s/ Tyler Danielson |
|
|
Name: |
Tyler Danielson |
|
|
Title: |
Interim Chief Executive Officer |
2
FOXO Technologies (AMEX:FOXO)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
FOXO Technologies (AMEX:FOXO)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024