{"url_path":"/sec/foxow/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-024061-index.html","accession_number":"0001493152-26-024061","cik":"0001812360","ticker":"FOXO","issuer_name":"FOXO TECHNOLOGIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-024061-index.html","primary_entity_key":"0001812360","primary_entity_name":"FOXO TECHNOLOGIES INC."},"word_count":469,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 12, 2026, FOXO Technologies Inc., a Delaware corporation (the “**Company**”), entered into two Exchange Agreements\n(each, an “**Exchange Agreement**” and collectively, the “**Exchange Agreements**”), each dated as of May\n12, 2026, by and between the Company and each of (i) an institutional investor (“**Investor 1**”) and (ii) a second institutional\ninvestor (“**Investor 2**” and, together with Investor 1, the “**Holders**”), each a holder of the Company’s\nSeries A Cumulative Convertible Redeemable Preferred Stock (the “**Series A Preferred Stock**”).\n\n \n\nPursuant\nto the Exchange Agreement with Investor 1, the Company agreed to exchange 2,467.98834 shares of Series A Preferred Stock of the Company\nwith an aggregate stated value of $2,467,988.34 (the “**Investor 1 Existing Securities**”) (representing Investor 1’s\ntotal ownership) held by Investor 1 for a senior unsecured non-convertible promissory note of the Company in the principal amount of\n$2,467,988.34 (the “**Investor 1 Note**”). The Investor 1 Existing Securities are cancelled and of no further force or\neffect.\n\n \n\nPursuant\nto the Exchange Agreement with Investor 2, the Company agreed to exchange 5,307.09694 shares of Series A Preferred Stock of the Company\nwith an aggregate stated value of $5,307,096.94 (the “**Investor 2 Existing Securities**” and, together with the Investor\n1 Existing Securities, the “**Existing Securities**”) (representing Investor 2’s total ownership) held by Investor\n2 for a senior unsecured non-convertible promissory note of the Company in the principal amount of $5,307,096.94 (the “**Investor\n2 Note**” and, together with the Investor 1 Note, the “**Senior Notes**”). The Investor 2 Existing Securities\nare cancelled and of no further force or effect.\n\n \n\nFollowing\nthe completion of the exchanges described, the institutional investors no longer hold any instruments with conversion rights to equity\nin the Company.\n\n \n\nEach\nSenior Note matures on the earlier of (i) May 12, 2027, or (ii) the occurrence of an Event of Default (as defined in the applicable Senior\nNote). The Senior Notes are non-interest bearing, unsecured obligations of the Company; provided, however, that the Company shall not\nincur any other indebtedness senior in preference to the Senior Notes while the Senior Notes are outstanding, and provided further that\nrepayment shall be made upon completion of a public offering or up-listing to a recognized stock exchange. Upon an Event of Default,\nthe applicable Senior Note may be accelerated and interest shall accrue at a default rate of 18% per annum. Proceeds from the Senior\nNotes are to be used for working capital purposes.\n\n \n\nCopies\nof the Exchange Agreements and the Senior Notes are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are incorporated\nherein by reference. The descriptions of the Exchange Agreements and the Senior Notes set forth herein do not purport to be complete\nand are qualified in their entirety by reference to the full text of such agreements."}