FOXO TECHNOLOGIES INC. 8-K

What Happened

• FOXO Technologies Inc. announced on May 12, 2026 that it entered into exchange agreements with two institutional holders to convert their Series A Cumulative Convertible Redeemable Preferred Stock into senior unsecured non-convertible promissory notes. Investor 1 exchanged 2,467.98834 shares (stated value $2,467,988.34) for a promissory note; Investor 2 exchanged 5,307.09694 shares (stated value $5,307,096.94) for a promissory note. The combined principal amount of the Senior Notes is $7,775,085.28. The canceled preferred shares no longer confer any conversion rights into FOXO equity.

Key Details

• Exchange date: May 12, 2026.
• Notes: Two senior unsecured, non‑convertible promissory notes totaling $7,775,085.28 (Investor 1: $2,467,988.34; Investor 2: $5,307,096.94).
• Maturity and interest: Each note matures on the earlier of May 12, 2027 or an Event of Default; notes are non‑interest bearing unless an Event of Default occurs, after which interest accrues at 18% per annum and the note may be accelerated.
• Restrictions and use: FOXO agreed not to incur indebtedness senior to the Senior Notes while they are outstanding; proceeds are to be used for working capital; repayment is expected upon completion of a public offering or up‑listing to a recognized exchange.

Why It Matters

• For investors, this transaction removes convertible preferred instruments that could have converted into FOXO common equity, replacing them with short‑term debt obligations. That reduces potential near‑term dilution risk but increases the company's short‑term debt obligations and repayment milestones tied to a financing or listing event. The notes are unsecured and non‑interest bearing (except on default), and they carry a relatively high default interest rate (18%) and an accelerated repayment trigger on default, all material considerations for bondholders and equity investors.