FOXO Technologies Inc. (FOXO) Completes Warrant Exchange and PIK Note Offer
by Marlena Haddad on 2023-05-30 at 9:58am

FOXO Technologies Inc. (NYSE:FOXO), which completed its business combination with Delwinds Insurance in September 2022, announced this morning that it has consummated its exchange offer for all outstanding warrants as well as its PIK note offer to amend.

As part of the offer, all holders of FOXO’s warrants received 4.83 shares of Class A common stock in exchange for each assumed warrant tendered. The warrants that were eligible to be tendered included all 1,905,853 of FOXO’s outstanding warrants to purchase one share of Class A Common Stock per warrant at an exercise price per share of $6.21.

Additionally, all holders of the company’s 15% senior promissory note received 1.25 shares of Class A Common Stock for every $1.00 of the original principal amount of such holder’s PIK Notes, in exchange for the consent by such holder of PIK Notes to amendments to the PIK note purchase agreement.

The exchange offer and the PIK note offer to amend have already expired at 11:59 p.m., ET, on May 26 and FOXO stockholders approved the issuance of Class A Common Stock in connection with both of the offers at a meeting held on May 26.

Pursuant to the exchange offer, an aggregate of 1,647,201 assumed warrants were tendered. The company then issued an aggregate of 7,955,948 shares of Class A Common Stock to the holders who participated in the offer.

FOXO also issued an aggregate of 4,321,875 shares of Class A Common Stock on a pro rata basis to the PIK Note holders who participated.

Regarding the PIK note offer, the company solicited approval from holders of PIK Notes to amend the purchase agreement to permit the following issuances by the Class A Common Stock and Common Stock Equivalents without prepaying the PIK Notes:  the issuance of shares of Class A Common Stock in connection with the PIK note offer to amend and the exchange offer, the issuance of shares of Class A Common Stock or Common Stock Equivalents in connection with the 2022 Debenture Release, the issuance of shares of Class A Common Stock or Common Stock Equivalents in a private placement of the company’s equity, equity-linked or debt securities resulting in gross proceeds to the company no greater than $5 million and/or a registered offering of the company’s equity, equity-linked or debt securities resulting in gross proceeds to FOXO no greater than $20 million.

This is provided that the proceeds of a private placement resulting in gross proceeds to FOXO of at least $2 million are used to prepay not less than 25% of the outstanding principal balance as of the date of prepayment on a pro rata basis upon the closing of a private placement, and the proceeds of a public financing resulting in gross proceeds to the company of at least $10 million are used to prepay all of the outstanding principal balance as of the date of prepayment upon closing, and the issuance of shares of Class A Common Stock or Common Stock Equivalents as private placement additional consideration.

Since the PIK note amendment was approved, if FOXO conducts a private placement, each investor who participates who was also a holder of assumed warrants or PIK notes may receive additional shares of Class A Common Stock or common stock equivalents.

Additionally, FOXO’s board has authorized the company to offer Class A Common Stock or Common Stock Equivalents in exchange for a general release by the former holders of 10% Original Issue Discount Convertible Debentures issued in 2022 subject to stockholder approval at a future date. Each former holder of the 2022 Debentures that executes such general release would receive approximately 0.67 shares of Class A Common Stock for every $1.00 of original principal amount of its 2022 Debentures, and if all former holders of 2022 Debentures execute such general release, up to 18,760,000 shares of Class A Common Stock would be issued to the former holders.

FOXO originally announced its $369 million business combination with Delwinds Insurance in February 2022 and completed the deal later that year in September. Minneapolis, Minnesota-based FOXO Technologies utilizes AI-driven bioinformatics and technologies to develop and commercialize epigenetic biomarkers of health and aging for the life insurance industry.

 

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