11/02/2026 | Press release | Distributed by Public on 11/02/2026 18:06
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FOXO TECHNOLOGIES INC. 477 SOUTH ROSEMARY AVENUE, SUITE 224 WEST PALM BEACH, FL 33401 |
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| /s/ Seamus Lagan | 11/02/2026 | |
| **Signature of Reporting Person | Date |
| No securities are beneficially owned | |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
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Remarks: (1) The reporting person entered into stock purchase agreements, each dated October 25, 2026, with Vasaio Capital, Inc. and the Thomas E. Terwilliger Revocable Trust, respectively (the "Sellers"), to acquire an aggregate of 5,000,000 shares of the Issuer's convertible preferred stock (2,000,000 and 3,000,000 shares, respectively), each share carrying 100 votes and convertible into 100 shares of the Issuer's common stock (500,000,000 shares of common stock in the aggregate). In connection therewith, the Sellers granted the reporting person irrevocable voting proxies with respect to such preferred shares, effective October 22, 2026 (Vasaio Capital, Inc.) and October 25, 2026 (Thomas E. Terwilliger Revocable Trust). The reporting person is filing this Form 3 because, by virtue of such proxies, it may be deemed a beneficial owner of more than 10% of a class of the Issuer's equity securities for purposes of Rule 16a-1(a)(1). (2) The proxies confer voting authority only. The acquisition of record ownership of, and dispositive power over, the preferred shares remains subject to the satisfaction of closing conditions under the stock purchase agreements, which have not closed as of the date of this statement. The reporting person has no direct or indirect pecuniary interest in the preferred shares or the underlying common stock within the meaning of Rule 16a-1(a)(2) as of the date of the event requiring this statement, and accordingly reports no securities beneficially owned. The reporting person will report the acquisition of the preferred shares upon closing, as required. |
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