As filed with the Securities and Exchange Commission on October 25, 2023
Registration No. 333-275072
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOXO Technologies Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 8731 | 85-1050265 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
729 N. Washington Ave., Suite 600
Minneapolis, Minnesota 55401
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Mark White
Interim Chief Executive Officer
729 N. Washington Ave., Suite 600
Minneapolis, Minnesota 55401
(612) 562-9447
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Nimish Patel, Esq.
Blake Baron, Esq.
Mitchell Silberberg & Knupp LLP
2049 Century Park East, 18th Floor
Los Angeles, California 90064
(310) 312-2000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 of FOXO Technologies Inc. (the “Company”) (File No. 333-275072) is being filed as an exhibit-only filing solely to file the Finder’s Fee Agreement, dated as of October 9, 2023, between the Company and J.H. Darbie & Co., Inc. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the filed exhibits. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.
Item 16. Exhibits and financial statement schedules.
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| 16.2 | Letter dated June 15, 2023 from KPMG LLP to the U.S. Securities and Exchange Commission. | By Reference | 8-K | 16.1 | June 15, 2023 | |||||
| 21.1 | List of Subsidiaries. | By Reference | 10-K | 21.1 | March 31, 2023 | |||||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm of FOXO Technologies Inc. | By Reference | S-1 | 23.1 | October 18, 2023 | |||||
| 23.2 | Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1). | By Reference | S-1 | 23.2 | October 18, 2023 | |||||
| 24.1 | Power of Attorney (included on the signature page of the initial filing of this registration statement). | By Reference | S-1 | 24.1 | October 18, 2023 | |||||
| 101.INS | Inline XBRL Instance Document. | Filed Herewith | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | Filed Herewith | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed Herewith | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed Herewith | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed Herewith | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed Herewith | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | Filed Herewith | ||||||||
| 107 | Filing Fee Table | By Reference | S-1 | 107 | October 18, 2023 |
| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| * | Indicates management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on October 25, 2023.
| FOXO TECHNOLOGIES INC. | |||
| By: | /s/ Mark White | ||
| Name: | Mark White | ||
| Title: | Interim Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated:
| Signature | Position | Date | ||
| /s/ Mark White | Interim Chief Executive Officer and Director | October 25, 2023 | ||
| Mark White | (Principal Executive Officer) | |||
| * | Interim Chief Financial Officer | October 25, 2023 | ||
| Martin Ward | (Principal Financial and Accounting Officer) | |||
| * | Director | October 25, 2023 | ||
| Andrew J. Poole | ||||
| * | Director | October 25, 2023 | ||
| Bret Barnes |
| *By: | /s/ Mark White | |
| Mark White | ||
| Attorney-In-Fact |
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