FOXO Technologies Inc. filed a Form 8-K on October 29, 2026, disclosing that on October 25, 2026, it entered into a set of agreements to acquire a controlling interest in Ludwig Enterprises, Inc. through Share Purchase Agreements and a Note Purchase Agreement.

Key Highlights

  • Three agreements signed: FOXO entered into two Share Purchase Agreements and one Note Purchase Agreement on October 25, 2026, collectively referred to as the Ludwig Agreements.
  • 5,000,000 Ludwig preferred shares targeted: The company agreed to acquire 3,000,000 shares from The Thomas E. Terwilliger Revocable Trust and 2,000,000 shares from Vasaio Capital, Inc., representing approximately 71.43% of Ludwig's 7,000,000 outstanding preferred shares.
  • Series F Preferred Stock as consideration: FOXO agreed to issue a total of 2,250,000 shares of new Series F Convertible Preferred Stock, with a stated value of $1.00 per share, to the sellers under the Share Purchase Agreements.
  • Note purchase of approximately $1,000,000: Under the Note Purchase Agreement, FOXO agreed to acquire Ludwig notes held by Thomas E. Terwilliger for $250,000 cash at closing, $250,000 cash within 90 days of closing, and 500,000 shares of Series F Preferred Stock.
  • Voting control sought before closing: Irrevocable proxies granted to FOXO allow it to vote the 5,000,000 Ludwig preferred shares prior to closing, representing a majority of Ludwig's outstanding voting power according to the filing.
  • Nasdaq listing is a closing condition: The transactions are conditioned on, among other things, approval of FOXO's common stock for listing on Nasdaq and completion of a financing satisfactory to the company's board of directors.
  • No shares issued yet: As of the filing date, the transactions had not closed and no shares of Series F Preferred Stock had been issued.

FOXO Technologies Pursues Controlling Stake in mRNA Biomarker Company Ludwig Enterprises

FOXO Technologies Inc., a Delaware corporation headquartered in West Palm Beach, Florida, disclosed in its October 29, 2026 Form 8-K filing that it had entered into the Ludwig Agreements on October 25, 2026. According to the filing, Ludwig Enterprises, Inc. is a Nevada corporation whose common stock is publicly quoted under the symbol "LUDG" and which, according to its own public regulatory filings, "is developing products using proprietary mRNA genomic technology intended to detect genetic biomarkers of inflammation and inflammation-related chronic diseases."

Under the Share Purchase Agreements, FOXO agreed to exchange newly created Series F Convertible Preferred Stock for 5,000,000 shares of Ludwig convertible preferred stock. Each share of Ludwig Preferred Stock carries 100 votes and is convertible into 100 shares of Ludwig common stock, according to the filing. The acquisitions are described in the filing as intended to provide FOXO with voting control of Ludwig. The conversion price of the Series F Preferred Stock will equal the price per share at which FOXO's common stock is sold in the public offering associated with its proposed Nasdaq listing, subject to downward adjustment if a lower price is set in a subsequent offering within the six-month period specified in the Ludwig Agreements.

The Note Purchase Agreement adds a cash component to the overall transaction. In addition to the Ludwig Notes of approximately $1,000,000, the filing references approximately $200,000 of Ludwig accounts payable paid by or owed to Mr. Terwilliger, described as payable in additional consideration shares, and approximately $50,000 of expenses paid by Mr. Terwilliger on Ludwig's behalf, described as reimbursable at closing. The filing states that the Ludwig Agreements provide that FOXO will not assume Ludwig's existing liabilities solely by virtue of the transactions, except as otherwise expressly agreed. Monthly conversion of Series F Preferred Stock is capped at 8.33% of the stated value initially issued to each holder, unless waived in writing by the company.

What Was Disclosed

FOXO Technologies filed a Form 8-K reporting entry into the Ludwig Agreements on October 25, 2026, covering agreements to acquire approximately 71.43% of Ludwig Enterprises' outstanding preferred stock and approximately $1,000,000 in Ludwig notes, with closing subject to multiple conditions including a Nasdaq listing.