FOXO Technologies Inc. filed a Schedule 13D with the SEC on October 29, 2026, disclosing that it may be deemed to beneficially own 500,000,000 shares of Ludwig Enterprises, Inc. common stock, representing 74.9% of the class, through agreements to acquire convertible preferred stock entered into on October 25, 2026.

Key Highlights

  • Reporting Person: FOXO Technologies Inc., a Delaware corporation, filed as the sole reporting person.
  • Beneficial Ownership: FOXO reported 500,000,000 shares beneficially owned, representing 74.9% of Ludwig Enterprises common stock as calculated under Rule 13d-3(d)(1)(i).
  • Preferred Stock Agreements: FOXO entered into two Stock Purchase Agreements on October 25, 2026, to acquire a combined 5,000,000 shares of Ludwig Enterprises Convertible Preferred Stock from The Thomas E. Terwilliger Revocable Trust (3,000,000 shares) and Vasaio Capital, Inc. (2,000,000 shares).
  • Conversion Terms: Each share of Ludwig Enterprises Convertible Preferred Stock is convertible into 100 shares of common stock and carries 100 votes, making the 5,000,000 Subject Preferred Shares convertible into 500,000,000 common shares.
  • No Closing Yet: According to the filing, neither acquisition has closed and no consideration has been paid or delivered.
  • Consideration Structure: FOXO agreed to issue 1,250,000 shares of new Series F Convertible Preferred Stock to the Trust and 1,000,000 shares of Series F Convertible Preferred Stock to Vasaio, with aggregate stated values of $1,250,000 and $1,000,000, respectively; no cash or borrowed funds are involved.
  • Voting Power: FOXO reported shared voting power over 500,000,000 shares and zero sole voting or dispositive power, based on irrevocable proxies received under the Purchase Agreements.

FOXO Technologies' Planned Acquisition of Ludwig Enterprises Voting Control

According to the Schedule 13D filing, FOXO Technologies Inc., a healthcare services and technology company operating in behavioral health, rural hospital operations, biospecimen sourcing, and epigenetics diagnostics, entered into two Stock Purchase Agreements on October 25, 2026, with the intent of acquiring voting control of Ludwig Enterprises, Inc. The filing states the agreements were "entered into for the purpose of acquiring voting control of the Issuer." FOXO's principal office is located at 477 South Rosemary Avenue, Suite 224, West Palm Beach, Florida 33401, and Rennova Health, Inc. is identified as FOXO's controlling stockholder. Seamus Lagan, FOXO's Chief Executive Officer and a director, is also identified as the Chief Executive Officer of Rennova.

The filing discloses that the 500,000,000 shares reported as beneficially owned are not shares FOXO currently holds of record. Instead, they represent common shares underlying the 5,000,000 Subject Preferred Shares that FOXO has agreed to acquire, subject to conditions. FOXO also holds irrevocable proxies, described as subject to exceptions and limitations, to vote the Subject Preferred Shares prior to closing. The 74.9% ownership percentage is calculated based on 167,166,897 shares of Ludwig Enterprises common stock outstanding as of May 28, 2026, as reported in Ludwig Enterprises' quarterly report for the quarter ended March 31, 2026, combined with the 500,000,000 shares underlying the Subject Preferred Shares.

The filing also discloses that on October 25, 2026, FOXO entered into a Note Purchase Agreement with Thomas E. Terwilliger individually, to acquire promissory notes of Ludwig Enterprises in the approximate aggregate principal amount of $1,000,000. The Series F Convertible Preferred Stock that FOXO intends to issue as consideration has not yet been designated, and no shares of it have been issued. The filing notes that stated value "is a contractual term and does not represent a determination of fair value."

What Was Disclosed

FOXO Technologies Inc. filed a Schedule 13D reporting beneficial ownership of 500,000,000 Ludwig Enterprises common shares, or 74.9% of the class, arising from two Stock Purchase Agreements and accompanying irrevocable proxies signed October 25, 2026. No transactions have closed as of the filing date.