FOXO Technologies Inc. (NYSE American: FOXO), a commercial physical and biological research services company, has announced an amendment to its bylaws affecting shareholder meeting quorum requirements. The change, approved by the company's Board of Directors on Monday, lowers the quorum needed from a majority to one-third of outstanding shares.
The Minneapolis-based company, previously known as Delwinds Insurance Acquisition Corp., stated that the updated quorum requirement now stipulates the presence, in person or by proxy, of holders of one-third (33.33%) of the voting power of all outstanding shares entitled to vote. This adjustment aims to facilitate the transaction of business during shareholder meetings.
The amendment to the bylaws was detailed in an 8-K filing with the U.S. Securities and Exchange Commission dated October 25, 2024. The filing indicates that the change to the quorum requirement is immediately effective. The newly adopted section reads, "the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of the Corporation representing one-third (33.33%) of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting shall constitute a quorum for the transaction of business at such meeting."
This move by FOXO Technologies is a common practice for corporations seeking to streamline governance processes. The company's decision to amend its bylaws reflects its commitment to maintaining a flexible and efficient governance structure that can adapt to the evolving needs of its shareholders and the company.
The complete Amended and Restated Bylaws have been attached as Exhibit 3.1 to the current report, which can be found in the SEC filing. This amendment is part of the company's ongoing efforts to refine its corporate governance practices and ensure that shareholder meetings can proceed with the necessary quorum to make decisions effectively.
Investors and interested parties can find further details of the amendment in the 8-K filing made public by the SEC. This filing is based on a press release statement from FOXO Technologies Inc.
In other recent news, FOXO Technologies Inc. has been making significant strides in its financial and operational activities. The company has expanded its equity financing agreement with ClearThink Capital Partners, LLC, increasing the commitment from $2 million to $5 million. FOXO Technologies also finalized the strategic acquisition of Rennova Community Health (NYSE:CYH), Inc., a move that aligns with its growth strategy and expands its presence in the healthcare sector.
In a bid to resolve a default on its 15% Senior Promissory Notes, FOXO Technologies has reached an agreement to convert outstanding senior debt into equity. The company has also amended its Certificate of Incorporation, authorizing the issuance of up to 35,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock. This action expands the company's capital structure and establishes specific rights and preferences for the new series of preferred stock.
FOXO Technologies has also been proactive in making strategic agreements and adjusting its executive compensation structure. It has signed a Corporate Development Advisory Agreement with C L Talent Inc., and engaged J.H. Darbie & Co., Inc. as a nonexclusive financial adviser. Lastly, the company has revised its executive compensation, replacing an interim employment agreement with a new Services Agreement with Mark White.
These recent developments come as FOXO Technologies regains compliance with the New York Stock Exchange American continued listing standards, eliminating the risk of delisting that the company previously faced.
InvestingPro Insights
FOXO Technologies' recent bylaw amendment to lower the shareholder meeting quorum requirement comes amid challenging financial circumstances for the company. According to InvestingPro data, FOXO's market capitalization stands at a modest $2.03 million, reflecting its status as a small-cap stock. The company's financial health appears precarious, with InvestingPro Tips highlighting that FOXO is not profitable over the last twelve months and suffers from weak gross profit margins.
The decision to lower the quorum requirement may be seen in the context of FOXO's recent stock performance. InvestingPro data shows that the stock has taken a significant hit, with a 29.47% decline over the past month and an 84.96% drop over the last year. This poor performance aligns with the InvestingPro Tip noting that the stock price has fallen significantly over the last year and has performed poorly over the last decade.
For investors seeking a deeper understanding of FOXO's financial situation and prospects, InvestingPro offers 13 additional tips that could provide valuable insights into the company's position in the market and its potential future trajectory.
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