Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

On January 19, 2024, in its Quarterly Report on Form 10-Q for the period ended September 30, 2023, Foxo Technologies Inc., a Delaware corporation (the "Company"), reported 8,946,032 shares of Class A Common Stock were issued and outstanding.

On March 1, 2024, the Company issued 469,852 shares of the Company's Class A Common Stock to Mitchell Silberberg & Knupp LLP ("MSK") pursuant to the Shares for Services Agreement dated September 19, 2023.

On March 5, 2024, the Company issued 450,000 shares of the Company's Class A Common Stock to Tysadco Partners under the Corporate Development Advisory Agreement dated effective February 26, 2024.

On March 27, 2024, the Company issued 41,175 shares of the Company's Class A Common Stock to MSK pursuant to the Shares for Services Agreement dated September 19, 2023.

On April 28, 2024, the Company entered into a Securities Purchase Agreement with LGH Investments, LLC, an Wyoming limited liability company ("LGH"), pursuant to which the Company issued to LGH a convertible promissory note in the principal amount of $110,000 and 200,000 shares of Class A Common Stock as inducement shares to LGH. The note has a beneficial ownership limitation of 4.99%.

The securities issued above were made in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investors. There were no sales commissions paid pursuant to these transactions.