Small Company Offering and Sale of Securities Without Registration (d)
June 08 2023 - 5:01PM
Edgar (US Regulatory)
| UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D | OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 |
Notice of Exempt Offering of Securities |
|
| 1. Issuer's Identity |
| CIK (Filer ID Number) | Previous Name(s)
o
None | Entity Type |
0001812360 | Delwinds Insurance Acquisition Corp. |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other |
| Name of Issuer |
FOXO TECHNOLOGIES INC. |
| Jurisdiction of Incorporation/Organization |
| DELAWARE |
| |
| Year of Incorporation/Organization |
| |
o
| Over Five Years Ago |
| |
x
| Within Last Five Years (Specify Year) | 2020 |
| |
o
| Yet to Be Formed | |
| 2. Principal Place of Business and Contact Information |
| Name of Issuer | |
| FOXO TECHNOLOGIES INC. | |
| Street Address 1 | Street Address 2 |
| 729 N. WASHINGTON AVE | SUITE 600 |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| MINNEAPOLIS | MINNESOTA | 55401 | (612) 562-9447 |
| Last Name | First Name | Middle Name |
| Danielson | Tyler | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Interim Chief Executive Officer and Chief Technology Officer |
| Last Name | First Name | Middle Name |
| Potashnick | Robert | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Financial Officer |
| Last Name | First Name | Middle Name |
| Chen | Brian | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | Chief Science Officer |
| Last Name | First Name | Middle Name |
| Will | Michael | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
x
| Executive Officer |
o
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | General Counsel |
| Last Name | First Name | Middle Name |
| Poole | Andrew | J. |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Barnes | Bret | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
| Last Name | First Name | Middle Name |
| Khaleghi | Murdoc | |
| Street Address 1 | Street Address 2 |
| 729 N. Washington Ave | Suite 600 |
| City | State/Province/Country | ZIP/Postal Code |
| Minneapolis | MINNESOTA | 55401 |
| Relationship: |
o
| Executive Officer |
x
| Director |
o
| Promoter |
| Clarification of Response (if Necessary) |
| | |
|
o
| Agriculture | | Health Care |
o
| Retailing |
| | Banking & Financial Services | |
o
| Biotechnology |
o
| Restaurants |
| |
o
| Commercial Banking | |
o
| Health Insurance | | Technology |
| |
x
| Insurance | |
o
| Hospitals & Physicians | |
o
| Computers |
| |
o
| Investing | |
o
| Pharmaceuticals | |
o
| Telecommunications |
| |
o
| Investment Banking | |
o
| Other Health Care | |
o
| Other Technology |
| |
o
| Pooled Investment Fund
| | | | | Travel |
| |
o
| Other Banking & Financial Services |
o
| Manufacturing | |
o
| Airlines & Airports |
| | Real Estate | |
o
| Lodging & Conventions |
| |
o
| Commercial | |
o
| Tourism & Travel Services |
| |
o
| Construction | |
o
| Other Travel |
| |
o
| REITS & Finance |
o
| Other |
| |
o
| Residential | |
| |
o
| Other Real Estate | |
|
o
| Business Services | |
| | Energy | |
| |
o
| Coal Mining | |
| |
o
| Electric Utilities | |
| |
o
| Energy Conservation | |
| |
o
| Environmental Services | |
| |
o
| Oil & Gas | |
| |
o
| Other Energy | |
| Revenue Range | Aggregate Net Asset Value Range |
|
o
| No Revenues |
o
| No Aggregate Net Asset Value |
|
o
| $1 - $1,000,000 |
o
| $1 - $5,000,000 |
|
o
| $1,000,001 - $5,000,000 |
o
| $5,000,001 - $25,000,000 |
|
o
| $5,000,001 - $25,000,000 |
o
| $25,000,001 - $50,000,000 |
|
o
| $25,000,001 - $100,000,000 |
o
| $50,000,001 - $100,000,000 |
|
o
| Over $100,000,000 |
o
| Over $100,000,000 |
|
x
| Decline to Disclose |
o
| Decline to Disclose |
|
o
| Not Applicable |
o
| Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
|
o
| Rule 504(b)(1) (not (i), (ii) or (iii)) |
o
| Rule 505 |
|
o
| Rule 504 (b)(1)(i) |
x
| Rule 506(b) |
|
o
| Rule 504 (b)(1)(ii) |
o
| Rule 506(c) |
|
o
| Rule 504 (b)(1)(iii) |
o
| Securities Act Section 4(a)(5) |
| |
o
| Investment Company Act Section 3(c) |
|
x
| New Notice | Date of First Sale | 2023-05-26 |
o
| First Sale Yet to Occur |
| Does the Issuer intend this offering to last more than one year? |
o
| Yes |
x
| No |
| 9. Type(s) of Securities Offered (select all that apply) |
|
o
| Pooled Investment Fund Interests |
x
| Equity |
|
o
| Tenant-in-Common Securities |
o
| Debt |
|
o
| Mineral Property Securities |
o
| Option, Warrant or Other Right to Acquire Another Security |
|
o
| Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security |
o
| Other (describe) |
| | |
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
o
| Yes |
x
| No |
| |
| Clarification of Response (if Necessary) | |
| |
| Minimum investment accepted from any outside investor | $ 0 USD |
| Recipient | Recipient CRD Number |
o
| None |
| Joseph Gunnar & Co. LLC | 24795 |
| (Associated) Broker or Dealer |
x
| None | (Associated) Broker or Dealer CRD Number |
x
| None |
| | |
| Street Address 1 | Street Address 2 |
| 30 Broad Street | 11th Floor |
| City | State/Province/Country | ZIP/Postal Code |
| New York | NEW YORK | 10004 |
| State(s) of Solicitation |
o
| All States |
o
| Foreign/Non-US |
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
FLORIDA
GEORGIA
ILLINOIS
IOWA
KANSAS
MARYLAND
MICHIGAN
MINNESOTA
MISSISSIPPI
NEBRASKA
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
PENNSYLVANIA
PUERTO RICO
TEXAS
VIRGINIA
WASHINGTON
WISCONSIN
|
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ 2466343 USD |
o
Indefinite |
| Total Amount Sold | $ 2466343 USD | |
| Total Remaining to be Sold | $ 0 USD |
o
Indefinite |
| |
| Clarification of Response (if Necessary) |
| Reflects issuance of 7,955,948 shares of Issuer's Class A Common Stock in exchange for tendered Assumed Warrants. Offering amount based on closing price of Issuer's Common Stock on 5/26/2023 (date Warrant Exchange Offer consummated), which was $0.31. |
|
o
| Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
| |
| | Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 65 |
| 15. Sales Commissions & Finders’ Fees Expenses |
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
| Sales Commissions | $ 200000 USD |
o
| Estimate |
| Finders' Fees | $ 0 USD |
o
| Estimate |
| |
| Clarification of Response (if Necessary) |
| Issuer to pay Joseph Gunnar a total of $200,000 for dealer manager services for the Warrant Exchange Offer and the PIK Note Offer to Amend, disclosed separately. |
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
|
| |
| Clarification of Response (if Necessary) |
| |
| Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. |
| Terms of Submission |
| | In submitting this notice, each Issuer named above is: | |
| | - Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
| |
| |
| | Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. |
| | For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. |
| Issuer | Signature | Name of Signer | Title | Date |
| FOXO TECHNOLOGIES INC. | Robert Potashnick | Robert Potashnick | Chief Financial Officer | 2023-06-08 |
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