Failure to Satisfy Listing Rule Form 8 K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 14, 2024, FOXO Technologies Inc., a Delaware corporation (the "Company"), filed Amendment No. 1 to its Current Report on Form 8-K (the "Form 8-K/A") and disclosed in a press release furnished as Exhibit 99.1 to the 8-K/A that, although the Company had failed to pay a required NYSE fee by the June 7, 2024 deadline, the Company had subsequently made the required payment and believed it was in a position to regain compliance with NYSE Continued Listing Rules."

At the time of filing the 8-K/A, management of the Company believed that $65,000 was the total outstanding balance of delinquent fees owed to NYSE. Subsequent to the filing of the Form 8-K/A and the issuance of the amended press release, the Company was informed by NYSE that the total delinquent fees owed were $211,000. It has transpired that previous invoices for NYSE fees had gone to a now redundant email address of previous management. Outstanding fees owe to NYSE are $146,000. Subsequent to these findings, subject to NYSE's acceptance of the Company's compliance plan submitted on June 18, 2024, NYSE has provided a deadline of August 9, 2024 for the Company to pay the outstanding fees.

The Company must pay the outstanding fees or submit a plan of correction that is acceptable to NYSE to remain in compliance with NYSE continued listing rule. Nonpayment of the fees or NYSE not accepting the plan of correction will cause NYSE to initiate delisting proceedings.

The Company intends to regain compliance with the NYSE American continued listing standards, but there can be no assurance that the Company will ultimately regain compliance with all applicable NYSE American listing standards.