FOXO TECHNOLOGIES INC
For the period ended Dec 31, 2023. Filed Jun 6, 2024.
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FY2023 · Filed Jun 6, 2024
FOXO$0.190.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1)Consolidated Financial Statements:
The following documents are filed as part of this Annual Report:
Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, all of which are set forth on pages F-1 through F-47 of this Annual Report.
(a)(2) Financial Statement Schedules:
Financial statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto.
(a)(3) Exhibits:
Required exhibits are incorporated by reference or are filed with this Annual Report.
| Exhibit No. | Description | Included | Form | Referenced Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1+ | Agreement and Plan of Merger, dated as of February 24, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc., DWIN Merger Sub Inc., and DIAC Sponsor LLC, in its capacity as Purchaser Representative thereunder. | By Reference | 8-K | 2.1 | March 2, 2022 |
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of April 26, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | April 27, 2022 |
| 2.3 | Amendment No. 2 to Agreement and Plan of Merger, dated as of July 6, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | July 6, 2022 |
| 2.4 | Amendment No. 3 to Agreement and Plan of Merger, dated as of August 12, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | August 12, 2022 |
| 2.5 | Merger Agreement, dated January 10, 2023, by and between (i) FOXO Technologies Inc., (ii) FOXO Life Insurance Company (fake Memorial Insurance Company of America), (iii) FOXO Life, LLC and (iv) Security National Life Insurance Company. | By Reference | 8-K | 2.1 | January 12, 2023 |
| 3.1 | Certificate of Incorporation of FOXO Technologies Inc. | By Reference | 8-K | 3.1 | September 21, 2022 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of FOXO Technologies Inc. filed October 31, 2023. | By Reference | 8-K | 3.1 | November 2, 2023 |
| 3.3 | Bylaws of FOXO Technologies Inc. | By Reference | 8-K | 3.2 | September 21, 2022 |
| 4.1 | Warrant Agreement, dated December 10, 2020, between Delwinds and Continental Stock Transfer & Trust Company, as Warrant Agent. | By Reference | 8-K | 4.1 | December 16, 2020 |
| 4.2 | Form of Assumed Warrant. | By Reference | 8-K | 4.2 | September 21, 2022 |
| 4.3 | Form of 15% Senior Promissory Note. | By Reference | 8-K | 4.3 | September 21, 2022 |
| 4.4 | Demand Promissory Note. | By Reference | 8-K | 10.3 | September 19, 2023 |
| 4.5 | Demand Promissory Note 2. | By Reference | 8-K | 4.1 | October 5, 2023 |
| 10.1 | Investment Management Trust Agreement, dated December 10, 2020, by and between the Delwinds and Continental Stock Transfer & Trust Company, as trustee. | By Reference | 8-K | 10.2 | December 16, 2020 |
| 10.2 | Registration Rights Agreement, dated December 10, 2020, by and among Delwinds and certain security holders. | By Reference | 8-K | 10.3 | December 16, 2020 |
| 10.3 | Securities Subscription Agreement, dated May 28, 2020, by and between Delwinds and DIAC Sponsor LLC. | By Reference | S-1 | 10.5 | September 11, 2020 |
| 10.4 | Form of Backstop Subscription Agreements, dated February 24, 2022, by and between Delwinds and the Subscription investors thereto. | By Reference | 8-K | 10.6 | March 2, 2022 |
| 10.5 | FOXO Technologies Inc. 2022 Equity Incentive Plan, as amended. | By Reference | 8-K | 10.5 | May 30, 2023 |
| 10.6 | 2022 Management Contingent Share Plan (including Notice of Grant) | By Reference | S-4/A | 10.9 | August 26, 2022 |
| 10.7 | FOXO Technologies Inc. 2020 Equity Incentive Plan. | By Reference | 8-K | 10.7 | September 21, 2022 |
| 10.8 | Form of FOXO Technologies Inc. 2020 Equity Incentive Plan Award Agreements. | By Reference | 8-K | 10.8 | September 21, 2022 |
| 10.9 | Common Stock Purchase Agreement, dated as of February 24, 2022, by and between Delwinds and Cantor. | By Reference | 8-K | 10.4 | March 2, 2022 |
| 10.10 | Registration Rights Agreement, dated as of February 24, 2022, by and between Delwinds and Cantor. | By Reference | 8-K | 10.5 | March 2, 2022 |
| 10.11 | Form of Lock-Up Agreement, dated as of February 24, 2022, by and among Delwinds, the Purchaser Representative and the stockholders of FOXO party thereto. | By Reference | 8-K | 10.2 | March 2, 2022 |
| 10.12 | Form of Voting Agreement, dated as of February 24, 2022, by and among Delwinds, FOXO and the stockholders of FOXO party thereto. | By Reference | 8-K | 10.1 | March 2, 2022 |
| 10.13 | Form of Non-Competition Agreement, effective as of February 24, 2022, by and among Delwinds, FOXO and the stockholders of FOXO party thereto. | By Reference | 8-K | 10.3 | March 2, 2022 |
| 10.14 | Forward Share Purchase Agreement, dated September 13, 2022, by and between (i) Delwinds, (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), (iii) Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and (iv) Meteora Capital Partners, LP, a Delaware limited partnership. | By Reference | 8-K | 10.14 | September 21, 2022 |
| 10.15+ | Form of Revised Backstop Subscription Agreement, dated September 13, 2022. | By Reference | 8-K | 10.15 | September 21, 2022 |
| 10.16 | Insider Letter Amendment. | By Reference | 8-K | 10.16 | September 21, 2022 |
| 10.17* | Form of Indemnification Agreement. | By Reference | 8-K | 10.17 | September 21, 2022 |
| 10.18+ | Form of Senior Promissory Note Purchase Agreement. | By Reference | 8-K | 10.18 | September 21, 2022 |
| 10.19 | Placement Agency Agreement. | By Reference | 8-K | 10.19 | September 21, 2022 |
| 10.20 | Form of Lock-Up Release Agreement. | By Reference | 8-K | 10.20 | September 21, 2022 |
| 10.21+ | Form of Securities Purchase Agreement, dated as of January 25 2021, by and among FOXO Technologies Inc. (now known as FOXO Technologies Operating Company) and purchaser signatories thereto. | By Reference | 10-Q | 10.10 | November 21, 2022 |
| 10.22* | Employment Agreement of Jon Sabes. | By Reference | 10-Q | 10.11 | November 21, 2022 |
| 10.23* | Tyler Danielson’s Offer Letter. | By Reference | 10-Q | 10.12 | November 21, 2022 |
| 10.24* | Employment Agreement of Robby Potashnick. | By Reference | 10-Q | 10.13 | November 21, 2022 |
| 10.25* | Amended and Restated Employment Agreement of Brian Chen. | By Reference | S-1 | 10.25 | December 23, 2022 |
| 10.26* | Michael Will’s Offer Letter. | By Reference | 10-Q | 10.15 | November 21, 2022 |
| 10.27 | Amended and Restated Securities Purchase Agreement. | By Reference | 8-K | 10.1 | May 30, 2023 |
| 10.28 | Exchange Offer General Release Agreement. | By Reference | 8-K | 10.2 | May 30, 2023 |
| 10.29 | Amendment No. 1 to Senior Promissory Note Purchase Agreement. | By Reference | 8-K | 10.3 | May 30, 2023 |
| 10.30 | PIK Note Offer to Amend General Release Agreement. | By Reference | 8-K | 10.4 | May 30, 2023 |
| 10.31 | Form of General Release Agreement. | By Reference | 8-K | 10.1 | June 22, 2023 |
| 10.32 | Form of Stock Purchase Agreement. | By Reference | 8-K | 10.1 | July 20, 2023 |
| 10.33 | Form of Registration Rights Agreement. | By Reference | 8-K | 10.2 | July 20, 2023 |
| 10.34 | Shares for Services Agreement, dated as of September 19, 2023, by and between FOXO Technologies Inc. and Mitchell Silberberg & Knupp LLP. | By Reference | 8-K | 10.1 | September 19, 2023 |
| 10.35 | Shares for Services Agreement, dated as of September 19, 2023, by and between FOXO Technologies Inc. and Joseph Gunner & Co., LLC. | By Reference | 8-K | 10.5 | October 16, 2023 |
| 10.36* | Interim Employment Agreement of Mark White. | By Reference | 8-K | 10.4 | September 19, 2023 |
| 10.37* | Interim Employment Agreement of Martin Ward. | By Reference | 8-K | 10.5 | September 19, 2023 |
| 10.38 | Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.1 | October 16, 2023 |
| 10.39 | Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.2 | October 16, 2023 |
| 10.40 | Securities Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.3 | October 16, 2023 |
| 10.41 | Registration Rights Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.4 | October 16, 2023 |
| 10.42 | Strata Purchase Agreement, dated as of February 1, 2024, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 99.1 | February 7, 2024 |
| 10.43 | Registration Rights Agreement, dated as of February 1, 2024, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 99.2 | February 7, 2024 |
| 10.44 | Master Software and Services Agreement with KR8 AI Inc. effective January 12, 2024 | By Reference | 8-K | 99.1 | January 19, 2024 |
| 10.45 | Settlement Agreement, dated November 7, 2023, by and between Smithline Family Trust II, as Assignee of Puritan Partners LLC, on the one hand, and FOXO Technologies Inc. and its subsidiaries, on the other hand. | By Reference | 8-K | 10.1 | November 13, 2023 |
| 10.46 | Mutual Release, dated November 7, 2023, by and between Smithline Family Trust II, Puritan Partners LLC, and FOXO Technologies Inc. | By Reference | 8-K | 10.2 | November 13, 2023 |
| 10.47 | Letter Agreement, dated October 29, 2023, by and between FOXO Technologies Inc. and KR8 AI Inc. | By Reference | 8-K | 10.1 | November 2, 2023 |
| 10.48 | Finder’s Fee Agreement, dated as of October 9, 2023, between the Company and J.H. Darbie & Co., Inc. | By Reference | S-1/A | 10.42 | October 25, 2023 |
| 14.1 | Code of Conduct and Ethics. | By Reference | 8-K | 14.1 | September 21, 2022 |
| 16.1 | Letter from Grant Thornton LLP to the SEC dated September 21, 2022. | By Reference | 8-K | 16.1 | September 21, 2022 |
| 16.2 | Letter dated June 15, 2023 from KPMG LLP to the U.S. Securities and Exchange Commission. | By Reference | 8-K | 16.1 | June 15, 2023 |
| 16.3 | Letter from EisnerAmper LLP Dated January 5, 2024 Regarding Change in Certifying Accountant | By Reference | 8-K | 16.1 | January 5, 2024 |
| 21.1 | List of Subsidiaries. | By Reference | 10-K | 21.1 | March 31, 2023 |
| 23.1 | Consent of KPMG LLP, former independent registered public accounting firm of FOXO Technologies Inc. | By Reference | S-1 | 23.1 | October 18, 2023 |
| 23.2 | Consent of Mitchell Silberberg & Knupp LLP | By Reference | S-1 | 23.2 | October 18, 2023 |
| 23.3 | Consent of KPMG LLP, former independent registered public accounting firm of FOXO Technologies Inc. | By Reference | S-1 | 23.1 | August 25, 2023 |
| 23.4 | Consent of Mitchell Silberberg & Knupp LLP | By Reference | S-1 | 23.2 | August 25, 2023 |
| 23.5 | Consent of KPMG LLP, former independent registered public accounting firm of FOXO Technologies Inc. | By Reference | S-1/A | 23.1 | July 31, 2023 |
| 23.6 | Consent of Mitchell Silberberg & Knupp LLP | By Reference | S-1 | 23.2 | July 21, 2023 |
| 23.7 | Consent of KPMG LLP, former independent registered public accounting firm of FOXO Technologies Inc. | Filed Herewith | |||
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 32.1# | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 97.1 | Clawback Policy | Filed Herewith | |||
| 101.INS | Inline XBRL Instance Document. | Filed Herewith | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | Filed Herewith | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed Herewith | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed Herewith | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed Herewith | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed Herewith | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Filed Herewith | |||
| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
|---|---|
| * | Indicates management contract or compensatory plan or arrangement. |
| # | Furnished not filed. |
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