{"url_path":"/sec/foxo/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","accession_number":"0001493152-26-023461","cik":"0001812360","ticker":"FOXO","issuer_name":"FOXO TECHNOLOGIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","primary_entity_key":"0001812360","primary_entity_name":"FOXO TECHNOLOGIES INC."},"word_count":337,"has_tables":true,"body_markdown":"**ITEM\n2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**\n\n \n\n*Promissory\nNotes Commitment Shares*\n\n \n\nOn\nMarch 2, 2026, we entered into a Securities Purchase Agreement with ClearThink, pursuant to which we issued to ClearThink a promissory\nnote in the principal amount of $115,000 and we issued 150,000,000 shares of our Class A Common Stock as inducement shares to ClearThink.\n\n \n\n*Shares\nIssued Pursuant to Series A Conversions*\n\n \n\nOn\nJanuary 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion\nof 18.2 shares of Series A Preferred Stock.\n\n \n\nOn\nJanuary 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion\nof 18.2 shares of Series A Preferred Stock.\n\n \n\nOn\nJanuary 21, 2026, a holder of our Series A Preferred Stock was issued 131,000,000 shares of Class A Common Stock pursuant to the conversion\nof 13.1 shares of Series A Preferred Stock.\n\n \n\nOn\nJanuary 26, 2026, a holder of our Series A Preferred Stock was issued 72,000,000 shares of Class A Common Stock pursuant to the conversion\nof 7.2 shares of Series A Preferred Stock.\n\n \n\nOn\nFebruary 23, 2026, a holder of our Series A Preferred Stock was issued 240,000,000 shares of Class A Common Stock pursuant to the conversions\nof 24.0 shares of Series A Preferred Stock.\n\n \n\nOn\nMarch 13, 2026, a holder of our Series A Preferred Stock was issued 280,000,000 shares of Class A Common Stock pursuant to the conversion\nof 28.0 shares of Series A Preferred Stock.\n\n \n\nThe\nsecurities issued above were made in reliance upon the exemption from securities registration afforded by Section 3(a)(9) of the Securities\nAct.\n\n \n\nThe\nsecurities issued above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities\nAct and Rule 506(b) of Regulation D under the Securities Act and Section and 3(a)(9) of the Securities Act, based in part on the representations\nof the investors.\n\n \n\n55"}