PRER14A 1 formprer14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

FOXO TECHNOLOGIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

FOXO TECHNOLOGIES INC.

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

TO THE STOCKHOLDERS OF FOXO TECHNOLOGIES INC.:

It is my pleasure to invite you to attend the 2025 special meeting of stockholders (the “Special Meeting”), of FOXO Technologies Inc. to be held at [*] [*].m., Central Time on January __, 2025. The formal meeting notice and proxy statement for the Special Meeting are attached.

The Special Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Special Meeting online, vote and submit your questions during the Special Meeting by visiting www.[*].

We are pleased to utilize the virtual stockholder meeting technology to provide ready access and cost savings for our stockholders and the company. The virtual meeting format allows attendance from any location in the world.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by internet, telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the Special Meeting. Instructions on voting your shares are on the proxy materials you received for the Special Meeting. Even if you plan to attend the Special Meeting online, it is strongly recommended you complete and return your proxy card before the Special Meeting date, to ensure that your shares will be represented at the Special Meeting if you are unable to attend. Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on January __, 2025. If you attend the Special Meeting online and wish to vote at the Special Meeting, you will be able to do so even if you have previously returned your proxy card.

On behalf of our Board of Directors, thank you for your continued support and interest.

January __, 2025	Sincerely,

	/s/ Bret Barnes
	Bret Barnes
	Director and Chairman of the Board of Directors

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY __, 2025

TO THE STOCKHOLDERS OF FOXO TECHNOLOGIES INC.:

Notice is hereby given that the 2025 special meeting of stockholders (the “Special Meeting”) of FOXO Technologies Inc., a Delaware corporation, and its subsidiaries (the “Company,” “FOXO”, “our,” “we” or “us”), will be held as a “virtual meeting” via live audio webcast on January __, 2025, at [*] [*].m., Central Time, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”):

1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”): (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a “Change of control” as defined by the NYSE American Rules;

2. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the foregoing proposal if there are not sufficient votes to approve the foregoing proposal; and

3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.

Pursuant to our Amended and Restated Bylaws (the “Bylaws”), our Board has fixed the close of business on [*], 2025 as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Special Meeting and any adjournment or postponement thereof. Only holders of record of the Company’s common stock and Series A Preferred Stock on that date are entitled to have their votes counted at the Special Meeting or any adjournment or postponement thereof.

Our Special Meeting will be a “virtual meeting” of stockholders which will be conducted exclusively online via live audio webcast.

You will be able to attend the Special Meeting via live audio webcast by visiting FOXO’s virtual meeting website at www.[*] on January __, 2025, at [*] [*].m., Central Time. Upon visiting the meeting website, you will be prompted to enter the __-digit Control Number provided to you on the Notice that you received for the Special Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website. Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.[*].

Your vote is very important. Whether or not you attend the Special Meeting virtually, it is important that your shares be represented. You may vote your proxy by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you. Voting instructions are provided in the enclosed proxy card and included in the accompanying Proxy Statement. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. If you participate virtually in the Special Meeting, you may vote at that time, even if you previously submitted your vote. Even if you plan to participate in the Special Meeting, we urge you to vote as soon as possible over the Internet, by telephone or by mail as described in the Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL MEETING TO BE HELD ON [*], 2025: THE COMPANY’S PROXY MATERIALS ARE

AVAILABLE AT WWW.[*].COM.

January __, 2025	By Order of our Board of Directors

	/s/ Bret Barnes
	Bret Barnes
	Director and Chairman of the Board of Directors

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING	5

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	11

PROPOSAL 1 - TO APPROVE, FOR PURPOSES OF COMPLYING WITH NYSE AMERICAN RULE 713, PURSUANT TO THE TERMS OF THE COMPANY’S SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK: (I) THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK IN AN AMOUNT EQUAL TO OR IN EXCESS OF 20% OF OUR CLASS A COMMON STOCK OUTSTANDING WHEN THE SERIES A PREFERRED STOCK WAS AUTHORIZED, UPON CONVERSION OF THE SHARES OF SERIES A PREFERRED STOCK; AND (II) THE VOTING TERMS THEREOF, WHICH MAY CONSTITUTE A “CHANGE OF CONTROL” AS DEFINED BY THE NYSE AMERICAN RULES	12

PROPOSAL 2 – APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE PROPOSAL IN THIS PROXY STATEMENT	16

OTHER BUSINESS	17

STOCKHOLDER PROPOSALS	17

HOUSEHOLDING INFORMATION	17

WHERE YOU CAN FIND MORE INFORMATION	17

EXHIBIT A

PROXY STATEMENT

FOR

2025 SPECIAL MEETING OF STOCKHOLDERS

JANUARY __, 2025

Your proxy is solicited by the board of directors of FOXO Technologies Inc. (the “Company,” “FOXO”, “our,” “we” or “us”) for our 2025 Special Meeting of Stockholders (the “Special Meeting”), to be held January __, 2025, at [*] [*].m., Central Time. Our Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live audio webcast. The Company’s principal executive office is located at 729 N. Washington Ave., Suite 600, Minneapolis MN 55401, and the telephone number is (612) 800-0059.

At the Special Meeting, you will be asked to consider and vote upon the following matters:

3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.

Pursuant to our Amended and Restated Bylaws (the “Bylaws”), our Board has fixed the close of business on [*], 2025 as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Special Meeting or any adjournment or postponement thereof. Holders of our Class A Common Stock and Series A Preferred Stock are entitled to vote at the Special Meeting. Our Special Meeting will be a “virtual meeting” of stockholders which will be conducted exclusively online via live audio webcast.

You will be able to attend the Special Meeting via live audio webcast by visiting our virtual meeting website at www.[*] on [*], [*], 2025, at [*] [*].m., Central Time. Upon visiting the meeting website, you will be prompted to enter the __-digit Control Number provided to you on the Notice that you received for the Special Meeting. The unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the Special Meeting on the meeting website.

Further instructions on how to attend and participate in the Special Meeting via the Internet, including how to demonstrate proof of stock ownership, are available at www.[*].

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving these materials?

The Board is inviting you to vote at the Special Meeting, including any adjournments or postponements of the Special Meeting, because you were a stockholder of record at the close of business on the Record Date and are entitled to vote at the Special Meeting.

This Proxy Statement and the accompanying materials are being provided for the solicitation of proxies by the Board for the Special Meeting and summarizes the information you need to know to vote by proxy or in person at the Special Meeting.

What is included in these materials?

These materials include this Proxy Statement, the Notice of Special Meeting, the proxy card, the annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2024, the Current Report on Form 8-K/A as filed with the SEC on November 25, 2024, and the Quarterly Report on Form 10-Q as filed with the SEC on November 19, 2024.

What is the purpose of the Special Meeting?

This is a Special Meeting of the Company’s stockholders. At the Special Meeting, we will be voting upon the following matters:

1. To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Company’s Series A Preferred Stock: (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a “Change of control” as defined by the NYSE American Rules;

3. Such other matters as may properly come before the Special Meeting or any lawful adjournment or postponement thereof.

How do proxies work?

Our Board is asking for your proxy. This means you authorize persons selected by us to vote your shares at the Special Meeting in the way you instruct and, with regard to any other business that may properly come before the Special Meeting, as they think best.

Who is entitled to vote?

Our Board has fixed the close of business on January __, 2025 as the “Record Date” for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. You can vote at the Special Meeting if you held shares of our Class A Common Stock or Series A Preferred Stock as of the close of business on the Record Date. On January __, 2025, there were [*] shares of Class A Common Stock and ___ shares of Series A Preferred Stock outstanding. Each share of Class A Common Stock entitles the holder thereof to one vote. The holders of shares of Series A Preferred Stock and the holders of Class A Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. Each share of Series A Preferred Stock entities the holder to cast the number of votes determined by dividing the Stated Value ($1,000) by the higher of $0.01 (subject to adjustment) or the VWAP of the trading day immediately prior to the Record Date (which was $ ____ ), provided that prior to receipt of the shareholder approval the Company is seeking pursuant to Proposal 1, the voting power of the Series A Preferred Stock cannot exceed 19.99% of the aggregate voting power of all of the Company’s voting stock. As a result, in the aggregate, as of the Record Date, the Series A Preferred Stock has _____ votes.

A list of stockholders of record entitled to vote at the Special Meeting will be available for inspection at our principal executive offices located at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401 for a period of at least 10 days prior to the Special Meeting and during the Special Meeting. The stock transfer books will not be closed between the Record Date and the date of the Special Meeting.

What is the difference between holding shares as a record holder and as a beneficial owner (holding shares in street name)?

If your shares are registered in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are the “record holder” of those shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.

If your shares are held in a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials have been forwarded to you by that organization. As the beneficial owner, you have the right to instruct this organization on how to vote your shares.

Who may attend the Special Meeting?

Record holders and beneficial owners may attend the Special Meeting. If your shares are held in street name and you would like to vote your shares at the Special Meeting, you will need to obtain a valid proxy from the bank, broker, nominee, fiduciary or other custodian that holds your shares giving you the right to vote the shares at the Special Meeting.

How do I vote?

If on [*], 2025, your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone or (if you received a proxy card by mail) by mail as described below. Stockholders also may attend the virtual meeting and vote electronically. If you hold shares through a bank, broker, nominee, fiduciary or other custodian, please refer to your proxy card, Notice or other information forwarded by your bank, broker, nominee, fiduciary or other custodian to see which voting options are available to you.

● You may vote by using the Internet at [*].com by following the instructions for Internet voting on the Notice or proxy card mailed to you. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on January __, 2025.

● You may vote by telephone by dialing 1-800-[*] and following the instructions for voting by phone on the Notice or (if you received a proxy card by mail) the proxy card mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on January __, 2025.

● You may vote by mail by requesting, completing and mailing in a paper proxy card, as outlined in the Notice. Your vote and the method you use to vote will not limit your right to vote at the Special Meeting if you decide to virtually attend the Special Meeting.

● If you wish to vote electronically at the Special Meeting, go to [*].com using your unique Control Number that was included in the proxy materials that you received in the mail.

What if I return a proxy card but do not make specific choices?

If you are not a record holder, such as where your shares are held through a bank, broker, nominee, fiduciary or other custodian, you must provide voting instructions to the record holder of the shares in accordance with the record holder’s requirements in order for your shares to be properly voted. Therefore, if you do not provide voting instructions to your bank, broker, nominee, fiduciary or other custodian, they may not vote in any of the matters presented for a vote at this Special Meeting, and your shares will be considered to be a “broker non-vote” with regard to those matters. Broker non-votes will be counted as present for purposes of determining whether enough votes are present to hold our Special Meeting, but will not otherwise have an effect on the outcome of a vote for any proposal in this Proxy Statement.

Proposal 2 (the adjournment proposal) is a “routine” matter on which your broker can exercise voting discretion. The other proposal is considered non-routine and therefore brokers cannot use discretionary authority to vote shares on such other proposal to be considered at the Special Meeting if they have not received instructions from their clients. Please submit your vote instruction form so your vote is counted.

How will my shares be voted?

All shares entitled to vote and represented by a properly completed, executed and delivered proxy received before the Special Meeting and not revoked will be voted at the Special Meeting as you instruct in a proxy delivered before the Special Meeting. If you do not indicate how your shares should be voted on a matter, the shares represented by your proxy will be voted for each proposal and with regard to any other matters that may be properly presented at the Special Meeting and all matters incident to the conduct of the meeting. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

Who is paying for this proxy solicitation?

We have not engaged a proxy solicitor. Our directors and employees may solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one proxy card or Notice?

If you receive more than one proxy card or Proxy Statement, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card or submit a proxy for each Proxy Statement to ensure that all of your shares are voted.

What if I share an address with another stockholder?

If you reside at the same address as another stockholder, you and other stockholders residing at the same address may receive a single copy of this Proxy Statement. This process, which has been approved by the SEC, is called “householding.” However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions: (i) if the shares are registered in the name of the stockholder, the stockholder should contact us at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401, (612) 800-0059 to inform us of such stockholder’s request; or (ii) if a bank, broker, nominee, fiduciary or other custodian holds the shares, the stockholder should contact the bank, broker, nominee, fiduciary or other custodian directly. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. The annual report on Form 10-K, quarterly reports on Form 10-Q, this Proxy Statement and the related notice are also available at [*].

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. You may revoke your proxy in any one of three ways:

● You may submit another properly completed proxy card with a later date.

● You may send a written notice that you are revoking your proxy to FOXO Technologies Inc., 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401, Attention: CEO.

● You may virtually attend the Special Meeting and vote electronically by going to www.[*] and using your unique Control Number that was included in the proxy materials that you received in the mail. Simply attending the meeting will not, by itself, revoke your proxy.

Who will solicit proxies on behalf of our Board?

Proxies may be solicited on behalf of our Board, without additional compensation, by the Company’s directors and employees.

The original solicitation of proxies by mail may be supplemented by telephone, telegram, facsimile, electronic mail and personal solicitation by our directors and employees (who will receive no additional compensation for such solicitation activities). You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website at www.foxotechnologies.com. Unless expressly indicated otherwise, information contained on our corporate website is not part of this Proxy Statement.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the Special Meeting, who will separately count “FOR,” and “AGAINST” votes, abstentions and broker non-votes. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum.

If your shares are held by your bank or broker as your nominee (that is, in “street name”), you will need to obtain a voting instruction form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange (“NYSE”) on which your broker may vote shares held in street name without your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Proposal 1 is a non-routine matter and therefore if you hold your shares through a bank, broker, nominee, fiduciary or other custodian, your shares will not be voted on that proposal unless you provide voting instructions to the record holder.

How many votes are needed to approve each proposal?

Proposal

Vote Required

Broker Discretionary

Vote Allowed

To approve, for purposes of complying with NYSE American Rule 713, pursuant to the terms of the Company’s Series A Preferred Stock: (i) the issuance of shares of Class A Common Stock in an amount equal to or in excess of 20% of our Class A Common Stock outstanding when the Series A Preferred Stock was authorized, upon conversion of the shares of Series A Preferred Stock; and (ii) the voting terms thereof, which may constitute a “Change of control” as defined by the NYSE American Rules.

A majority of the votes cast

Approval of one or more adjournments of the Special Meeting to a later date or dates

A majority of the votes cast

Yes

What are the voting procedures?

You may vote in favor of or against each proposal, or you may abstain from voting on each proposal. You should specify your respective choices on the accompanying proxy card or your vote instruction form.

All shares represented by proxy will be voted at the Special Meeting in accordance with the choices specified on the proxy, and where no choice is specified, in accordance with the recommendations of the Board. Thus, where no choice is specified, the proxies will be voted for the proposals being placed before our stockholders at the Special Meeting.

Is my vote confidential?

Yes, your vote is confidential. The only persons who have access to your vote are the inspector of elections, individuals who help with processing and counting your votes, and persons who need access for legal reasons. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our Company’s management and the Board.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if one-third of the voting power of all the Company’s outstanding shares entitled to vote at this Special Meeting are represented, in person or by proxy. On the Record Date, there were in the aggregate [*] shares of Class A Common Stock and ___ shares of Series A Preferred Stock outstanding and entitled to vote. Such shares have the right to cast an aggregate of __ votes so holders of shares representing at least __votes must be represented by stockholders present at the Special Meeting or by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.

How will my shares be voted if I mark “ABSTAIN” on my proxy card?

We will count a properly executed proxy card marked “ABSTAIN” as present for purposes of determining whether a quorum is present, but the shares represented by that proxy card will not be voted at the Special Meeting for the proposals so marked.

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be available on a Current Report on Form 8-K filed with the SEC within four business days after the end of the Special Meeting.

What if I have additional questions that are not addressed here?

If you have any questions or require any assistance regarding our Special Meeting, please contact:

Seamus Lagan

Chief Executive Officer

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

(612) 800-0059

legal@foxotechnologies.com

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of November 14, 2024, the number of shares of Class A Common Stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all current executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o FOXO Technologies Inc., 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401.

Applicable percentage of ownership is based on 17,286,574 shares of Class A Common Stock issued as of November 14, 2024.

Name and Address of Beneficial Owner	Number of Shares of Common Stock ⁽⁶⁾		% of Class ⁽⁷⁾
Directors and Executive Officers:
Mark White ⁽¹⁾		237,037		1.37	%
Martin Ward ⁽¹⁾		237,037		1.37	%
Bret Barnes ⁽²⁾		11,865		*
Francis Colt de Wolf III		0		-
Seamus Lagan ⁽³⁾		1,023,629		5.92	%
Trevor Langley ⁽⁴⁾		1,023,629		5.92	%
All current directors and executive officers as a group (six individuals) ⁽⁵⁾		1,272,531		7.36	%

5% Beneficial Holders (Not Named Above) Rennova Health, Inc. 400 S. Australian Avenue, Suite 800 West Palm Beach, Florida 33401		1,023,629		5.92	%

*	less than 1%.

(1)	Includes 237,037 shares of Class A Common Stock held by KR8 AI, an entity which Messrs. White and Ward control. On December 5, 2024, KR8 AI was issued 3,000 shares of Series D Preferred Stock, which are not included in the above table.

(2)	Includes (i) 3,333 shares of Class A Common Stock held by Mr. Barnes that are subject to forfeiture pursuant to the Management Contingent Share Plan; and (ii) 3,532 shares of Class A Common Stock underlying vested options held by Mr. Barnes.

(3)	Shares are owned by Rennova Health, Inc. (“RHI”). Mr. Lagan is the Chief Executive Officer and President and a director of RHI. Mr. Lagan disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On December 5, 2024, RHI was issued 21,000 shares of Series A Preferred Stock, which are not included in the above table.
(4)	Shares are owned by RHI. Mr. Langley is a director of RHI. Mr. Langley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. On December 5, 2024, RHI was issued 21,000 shares of Series A Preferred Stock, which are not included in the above table.

(5)	Our current directors and executive officers are: Francis Colt de Wolf III (Director), Bret Barnes (Chairman and Director), Mark White (Director), Martin Ward (Interim Chief Financial Officer), Seamus Lagan (Chief Executive Officer and Director) and Trevor Langley (Director).

(6)	These amounts are based upon information available to the Company as of the date of this filing.

(7)	To our knowledge, except as indicated in the footnotes above and subject to state community property laws where applicable, all beneficial owners named in the beneficial ownership table above have sole voting and investment power with respect to all shares shown as beneficially owned by them.

PROPOSAL 1 – TO APPROVE, FOR PURPOSES OF COMPLYING WITH NYSE AMERICAN RULE 713, PURSUANT TO THE TERMS OF THE COMPANY’S SERIES A PREFERRED STOCK: (I) THE ISSUANCE OF SHARES OF CLASS A COMMON STOCK IN AN AMOUNT EQUAL TO OR IN EXCESS OF 20% OF OUR CLASS A COMMON STOCK OUTSTANDING WHEN THE SERIES A PREFERRED STOCK WAS AUTHORIZED, UPON CONVERSION OF THE SHARES OF SERIES A PREFERRED STOCK; AND (II) THE VOTING TERMS THEREOF, WHICH MAY CONSTITUTE A “CHANGE OF CONTROL” AS DEFINED BY THE NYSE AMERICAN RULES.

As previously disclosed, on June 10, 2024 the Company entered into a Stock Exchange Agreement (the “RCHI SEA”) with Rennova Community Health, Inc. (“RCHI”) and RHI. It provided that the Company and RHI would exchange 100 shares of Common Stock of RCHI for 20,000 shares of the Company’s to-be-designated Series A Preferred Stock, subject to adjustment. Closing of the RCHI SEA was subject to a number of conditions.

On September 10, 2024, the Company entered into the Amended and Restated Stock Exchange Agreement with RCHI and RHI (the “Amendment”) pursuant to which the RCHI SEA was amended to change the consideration to be received by RHI in exchange for all of the equity interest of RCHI from 20,000 shares of Series A Preferred Stock to $100. In addition, under the Amendment, RCHI issued to RHI a senior note in the principal amount of $22,000,000 (subject to adjustment) (the “Note”). The Amendment closed on September 10, 2024 and RCHI became a wholly-owned subsidiary of the Company.

On December 5, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with RCHI and RHI. Pursuant to the Exchange Agreement, $21,000,000 of the principal of the Note was exchanged for 21,000 shares of the Company’s Series A Preferred Stock. This number remains subject to adjustment up to June 10, 2025, and may increase as described in the agreements. Upon the closing of the Exchange Agreement, RCHI executed a senior secured promissory note payable to RHI in the principal amount of $1,000,000 on the same terms of the Note (the “New Note”). The New Note will mature six months from the closing of the Exchange Agreement. The Exchange Agreement also provided for the following:

●

The Company filing a proxy statement on Schedule 14A with the SEC in connection with an Annual Meeting of Shareholders to be held on or prior to December 31, 2024 with a proposal to permit the full conversion of RHI’s shares of Series A Preferred Stock into shares of Class A Common Stock pursuant to the rules of the New York American Stock Exchange (this approval was deferred to this Special Meeting);

●

Mark White shall be appointed as the sole director and Chief Executive Officer of FOXO Labs Inc., a wholly-owned subsidiary of the Company;

●

Seamus Lagan be appointed as the Chief Executive Officer of the Company; and

●

The Company shall have executed the Registration Rights Agreement with RHI dated December 5, 2024.

The Exchange Agreement closed on December 5, 2024.

A copy of the Exchange Agreement is filed as Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on December 10, 2024.

Also, on December 6 and 7, 2024, the Company received three separate letter requests from an institutional investor to exchange an aggregate of $2,240,000 principal amount of Senior Notes (which were issued on June 14, 2024, August 1, 2024 and December 6, 2024) for $2,464,000 stated value of Series A Preferred Stock (or 2,464 shares). The Senior Notes had an exchange right provision, permitting the institutional investor to exchange the Senior Notes for Series A Preferred Stock at a 10% premium. As of January __, 2025, the institutional investor had converted ___________ shares of Series A Preferred Stock into an aggregate of ________ shares of Class A Common Stock.

Why We Are Seeking Stockholder Approval

The Exchange Agreement requires that the Company seek stockholder approval. Our Class A Common Stock is listed on the NYSE American and we are subject to Section 713(a) of the NYSE American Company Guide, which requires us to obtain stockholder approval when shares will be issued in connection with a transaction involving the sale, issuance or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding common stock for less than the greater of book or market value of the stock. In addition, Section 713(b) of the NYSE American Company Guide requires stockholder approval of a transaction involving the issuance or potential issuance of shares that will result in a change of control of the issuer.

The Certificate of Designation for the Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on October 18, 2024. On that date, we had ______ shares of Class A Common Stock outstanding. The Certificate of Designation authorizes that up to 35,000 shares may be issued, which (if all shares were issued) would be convertible into ______ shares of Class A Common Stock (assuming the conversion price of $________ per share, which would be the applicable conversion price as of the Record Date), which represents more than 20% of our outstanding Class A Common Stock as of October 18, 2024. Also, if RHI converted all of the __________ shares of its Series A Preferred Stock at that conversion price it would be issued _______ shares of Class A Common Stock, which would represent a change of control of the Company. The terms of the Series A Preferred Stock, as described below, limit its conversion to a number of shares of Class A Common Stock equal to no more than 3,164,192 shares, which was less than the 20% limit when the Certificate of Designation was filed, until shareholder approval is received. An Amended and Restated Certificate of Designation was filed with the Secretary of State of the State of Delaware on December 27, 2024.

The Company’s Board of Directors has submitted this proposal to the Company’s shareholders for approval to comply with the listing requirements of the NYSE American. The terms of the Series A Preferred Stock limit its convertibility to the specified number of shares until we get shareholder approval. In addition, the Exchange Agreement, pursuant to which the shares of Series A Preferred Stock were issued, requires us to seek shareholder approval. The conversion price of the Series A Preferred Stock as noted below, may fluctuate based on the market price of the Class A Common Stock, which, depending on when the shares are converted, may result in more or less shares of Class A Common Stock being issued than the number indicated above, which assumed a conversion price of $______ per share, which would have been the applicable price if the shares of Series A Preferred Stock were converted on the Record Date.

Summary of Terms of the Series A Preferred Stock

The principal terms of the Series A Preferred Stock are summarized below. A copy of the Amended and Restated Certificate of Designation for the Series A Preferred Stock is attached as Exhibit A to this Proxy Statement. You should read Exhibit A in its entirety and the following summary is qualified by reference to Exhibit A.

General. The Company’s Board of Directors designated up to 35,000 shares as the Series A Preferred Stock. Each share has a stated value of $1,000. There are ____ shares of Series A Preferred Stock issued as of the Record Date and ______ shares of Series A Preferred Stock have been converted into shares of Class A Common Stock, leaving up to ______ additional shares that may be issued in the future.

Voting Rights. The holders of shares of Series A Preferred Stock, the holders of Class A Common Stock and the holders of any other class or series of shares entitled to vote with the Class A Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. The outstanding shares of Series A Preferred Stock are limited in the number of votes they may have in the aggregate to no more than 19.99% of the aggregate voting power of all of the Company’s voting stock on the applicable record date provided, that, after the receipt of the shareholder approval, that limitation would no longer be applicable. After receipt of the shareholder approval, each share of Series A Preferred Stock would have the number of votes determined by dividing the stated value ($1,000) by the higher of $0.01 (such dollar amount being subject to adjustment) or the VWAP of the trading day immediately prior to the record date of the vote. For comparison, prior to the shareholder approval, as of the Record Date, each of the ____ ________ currently outstanding shares of Series A Preferred Stock has ____ votes (using the VWAP of $_____ for the Class A Common Stock on the trading day immediately prior to the Record Date) and after shareholder approval each such share would have ______ votes.

Dividends. Holders of shares of the Series A Preferred Stock are entitled to receive, when, as and if authorized by the Board of Directors and declared by the Company, out of funds of the Company legally available for the payment of dividends, cumulative cash dividends in an amount for each share equal to 5% per annum multiplied by the stated value ($1,000). Dividends shall accrue daily and are cumulative. They are payable quarterly. No dividends on the Series A Preferred Stock shall be authorized or paid at any time if the terms of any agreement of the Company prohibit it or if doing so would result in a default or if it shall be restricted or prohibited by law. Dividends, however, shall continue to accrue if not paid although no interest will be payable in respect of any dividend payment that may be in arrears. No cash dividends may be paid on the Class A Common Stock unless the full cumulative dividends on the Series A Preferred Stock have been paid.

Conversion. Each share of Series A Preferred Stock is convertible, subject to receipt of the shareholder approval, at any time and from time to time, at the option of the holder, into that number of shares of Class A Common Stock determined by dividing the stated value of such share ($1,000), plus any accrued and unpaid dividends thereon (whether declared or not declared), by the conversion price, which is the higher of $0.01 or 90% of the average VWAP of the five trading days immediately prior to the conversion date. As of the Record Date, the conversion price would have been $___________, which is the average VWAP of the five trading days immediately prior to the Record Date.

Issuance Restrictions. Holders of shares of Series A Preferred Stock (other than RHI and its affiliates) are prohibited from converting the shares of Series A Preferred Stock into Shares of Class A Common Stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the number of shares of Class A Common Stock then issued and outstanding. A holder may increase or decrease such percentage not in excess of 9.99%, provided that any increase shall not be effective until 61 days after notice to the Company. Notwithstanding anything to the contrary in the Certificate of Designation, until the Company has obtained shareholder approval, the Company may not issue, upon the conversion of any shares of Series A Preferred Stock, a number of shares of Class A Common Stock which, when aggregated with any shares of Class A Common Stock issued upon conversion of any other shares of Series A Preferred Stock, would exceed 3,164,142 (subject to adjustment). Such number represented 20% of the number of shares of Class A Common Stock issued and outstanding when the Certificate of Designation for the Series A Preferred Stock was filed. As of the Record Date, _______ shares of Series A Preferred Stock have been converted into ______ shares of Class A Common Stock.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall be entitled to receive, out of the assets of the Company, an amount equal to the stated value ($1,000), plus any accrued and unpaid dividends (whether declared or not declared) and any other fees or liquidated damages then due or owing under the Certificate of Designation, for each share of Series A Preferred Stock, before any distribution or payment shall be made to the holders of any other capital stock. After the payment in full of all amounts required to be paid to the holders of the Series A Preferred Stock, the remaining assets of the Company shall be distributed to the holders of the Series A Preferred Stock and the Company’s other capital stock pro rata based on the number of shares held by such holder, treating for this purpose all such securities as if they had been converted into Class A Common Stock pursuant to the terms thereof (presuming, for this purpose, that all conditions to the convertibility of all such shares had been satisfied).

Redemption. At any time, the Company shall have the right, but not the obligation, to redeem all, or any part, of the Series A Preferred Stock then outstanding. The redemption price for each share of Series A Preferred Stock would be the stated value ($1,000), plus all accrued and unpaid dividends on such share (whether declared or not declared).

Exchange Right. In the event the Company ever issues any other class or series of preferred stock that is registered under Section 12 of the Exchange Act (each such class or series, the “New Preferred Stock”), a holder of the Series A Preferred Stock shall have the right, but not the obligation, subject to certain conditions, to exchange shares of the Series A Preferred Stock for shares of the New Preferred Stock. For each share of Series A Preferred Stock to be exchanged, the holder shall receive shares of New Preferred Stock with an aggregate stated value equal to the stated value of such share of Series A Preferred Stock ($1,000), plus all accrued but unpaid dividends thereon (whether declared or not declared).

Impact of the Issuance of Class A Common Stock on Existing Shareholders

Shareholder approval of this proposal would have the following effects:

Increased Dilution. The number of shares of our issued and outstanding Class A Common Stock could be significantly increased if this proposal is approved. Currently, the shares of Class A Common Stock into which the Series A Preferred Stock may be converted is limited by the terms of the Series A Preferred Stock to 3,164,142. If this proposal is approved, that limitation would no longer be in effect and shares of the Series A Preferred Stock could potentially be converted into _____ shares of Class A Common Stock (using the conversion price as of the Record Date), assuming all __ remaining authorized shares of Series A Preferred Stock are issued (after deducting from the 35,000 authorized shares the _____ shares of Class A Common Stock already issued upon conversion of shares of Series A Preferred Stock as noted above). Currently, only _____shares of Series A Preferred Stock are issued, pursuant to which ______ shares of Class A Common Stock could be issued upon conversion (using the conversion price as of the Record Date) if stockholder approval is received.

Increased Number of Shares Available for Public Sale May Decrease Market Price. Similarly, upon conversion of the Series A Preferred Stock there would be a greater number of shares of our Class A Common Stock eligible for sale in the public markets. Any such sales, or the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of our Class A Common Stock.

Potential Issuances of Shares of Class A Common Stock May Discourage Strategic Transactions and Future Financings. The potential future increased issuance of shares of Class A Common Stock under the Series A Preferred Stock may make it more difficult, or discourage an attempt, to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, and may make future financings more difficult.

Increased Voting Power of the Series A Preferred Stock and Potential Control of the Company by the Holders of the Series A Preferred Stock. As noted above, currently the outstanding shares of Series A Preferred Stock are limited to the number of votes they may have in the aggregate to no more than 19.99% of the aggregate voting power of all of the Company’s voting stock on the applicable record date. That limitation would not be applicable once shareholder approval is received. In fact, after shareholder approval the shares of Series A Preferred Stock may represent a majority of the total voting power of the Company’s voting stock. If that is the case, the holders of the Series A Preferred Stock would have sufficient votes, by themselves, to elect all of the directors and approve or defeat any proposal voted on by the Company’s stockholders, unless there is a supermajority required under applicable law or by agreement. Holders of our Class A Common Stock, therefore, would not then have any control on issues submitted to a vote of stockholders.

As of the Record Date, RHI owns 21,000 shares of Series A Preferred Stock which, assuming receipt of shareholder approval, would represent __% of the total voting power of the Company’s voting securities. The percentage would fluctuate based on the market price of the Company’s Class A Common Stock, as well as any future issuances or conversions of the Company’s securities.

Impact if this Proposal is Not Approved

In connection with the Exchange Agreement, on December 5, 2024, RCHI delivered a $1,000,000 note with a six-month maturity to RHI. If shareholder approval is not obtained within 60 days, the principal amount of the note increases to $2,500,000. The Company is unlikely to be able to pay this Note and would then be in default of the provisions of the Note, which could have significant consequences for the Company.

Interest of Certain Persons

Mr. Lagan and Mr. Langley, directors of the Company, are also directors of RHI. Mr. Lagan, our Chief Executive Officer, is also Chief Executive Officer of RHI. As such, they may have an interest as to whether shareholder approval is received.

Dissenters’ Rights

Under Delaware law, stockholders are not entitled to dissenters’ rights with respect to the transactions contemplated by this proposal.

Required Vote

The affirmative vote of a majority of the shares of Class Ą Common Stock and Series A Preferred Stock present and entitled to vote at the Special Meeting is required to approve this Proposel 1. Abstentions and broker non-votes with respect to this proposal will be counted for purposes of establishing a quorum. Abstentions and broker non-votes will have no effect on the outcome of the vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL 1.

PROPOSAL 2 – APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING TO A LATER DATE OR DATES TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE PROPOSAL IN THIS PROXY STATEMENT

We are asking our stockholders to approve a proposal that will allow us to adjourn the Special Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve the above proposal in this Proxy Statement. If our stockholders approve this proposal, we could adjourn the Special Meeting and any reconvened session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against approval of any of the proposals in this Proxy Statement. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes against approval of each of the proposals in this Proxy Statement, such that each proposal would be defeated, we could adjourn the Special Meeting without a vote on the approval of each of the proposals in this Proxy Statement and seek to convince the holders of those shares to change their votes to votes in favor of approval of each of the proposals in this Proxy Statement.

The Board believes that it is in the best interests of our Company and our stockholders to be able to adjourn the Special Meeting to a later date or dates if necessary or appropriate for the above-referenced reasons.

REQUIRED VOTE

The affirmative vote of a majority of the shares of Class A Common Stock and Series A Preferred Stock present and entitled to vote at the Special Meeting is required for the approval of the adjournment proposal. Abstentions and broker non-votes with respect to this proposal will be counted for purposes of establishing a quorum. Abstentions and broker non-votes will have no effect on the outcome of the vote.

For this Proposal 2, if a quorum is not present at the Special Meeting, Article II, Subsection 2.6 of our Bylaws states that the chairman of the meeting may adjourn the Special Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

OTHER BUSINESS

As of the date of this Proxy Statement, our management has no knowledge of any business that may be presented for consideration at the Special Meeting, other than that described above. As to other business, if any, that may properly come before the Special Meeting, or any adjournment thereof, it is intended that the proxy hereby solicited will be voted in respect of such business in accordance with the judgment of the proxy holders.

STOCKHOLDER PROPOSALS

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the rules established by the SEC and our Bylaws, as applicable.

In order for a stockholder proposal to be considered for inclusion in our proxy statement and form of proxy relating to our annual meeting of stockholders to be held in 2025 pursuant to Rule 14a-8 under the Exchange Act, the proposal must be received by us via physical mail sent to our principal executive offices at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401 Attention: Management no later than ________, 2025.

Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2025 under our Bylaws must provide written notice of such proposal to our Secretary at our principal executive offices between close of business _________, 2025 and close of business _________, 2025 and comply with the other provisions of our Bylaws. In addition to complying with the advance notice provisions of our Bylaws, to nominate a director, stockholders must give timely notice that complies with the additional requirements of Rule 14a-19 under the Exchange Act, which must be received no later than ________, 2025.

HOUSEHOLDING INFORMATION

Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding”, reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

	●	If the shares are registered in the name of the stockholder, the stockholder should contact us at 729 N. Washington Ave., Suite 600, Minneapolis, MN 55401, (612) 800-0059 to inform us of such stockholder’s request; or

	●	If a bank, broker, nominee, fiduciary or other custodian holds the shares, the stockholder should contact the bank, broker, nominee, fiduciary or other custodian directly.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.

You may also obtain these documents by requesting them via e-mail from the Company at the following address and telephone number:

Seamus Lagan

Chief Executive Officer

729 N. Washington Ave., Suite 600

Minneapolis, MN 55401

(612) 800-0059

legal@foxotechnologies.com

If you are a stockholder of the Company and would like to request documents, please do so by [*], 2025, five business days prior to the Special Meeting, in order to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

	By Order of the Board

	/s/ Seamus Lagan
	Seamus Lagan
	Chief Executive Officer

January __, 2025

EXHIBIT A