The transactions are entirely contingent on FOXO's Nasdaq listing and a public offering, which are uncertain. Monitor FOXO's progress toward Nasdaq listing and financing; if those conditions are met, the deals would give FOXO voting control of Ludwig (LUDG) and its mRNA genomic technology platform. The 120-day deadline creates a clear timeline catalyst.
Price Chart
Executive Summary
FOXO Technologies entered into agreements to acquire a majority voting stake in Ludwig Enterprises (LUDG) by purchasing 5 million shares of Ludwig convertible preferred stock (71.43% of outstanding preferred) and approximately $1 million of Ludwig notes. The consideration consists of newly created Series F Convertible Preferred Stock of FOXO (aggregate stated value of $2.75 million) plus $500,000 in cash. The transactions are contingent on FOXO completing a Nasdaq listing and related public offering, a satisfactory financing, and other conditions, with a 120-day termination right for sellers. The deals have not closed and no Series F shares have been issued yet.
Key Financial Metrics
Key Facts
- FOXO agreed to acquire 3,000,000 shares of Ludwig preferred stock from the Thomas E. Terwilliger Revocable Trust for 1,250,000 Series F Preferred shares (stated value $1,250,000)
- FOXO agreed to acquire 2,000,000 shares of Ludwig preferred stock from Vasaio Capital for 1,000,000 Series F Preferred shares (stated value $1,000,000)
- The 5,000,000 shares represent approximately 71.43% of Ludwig's 7,000,000 outstanding preferred shares
- Each Ludwig preferred share carries 100 votes and is convertible into 100 shares of Ludwig common stock
- FOXO agreed to acquire Ludwig notes held by Thomas Terwilliger for $1,000,000 ($250,000 cash at closing, $250,000 cash within 90 days, and 500,000 Series F Preferred shares with stated value $500,000)
- Closing conditions include Nasdaq listing approval, completion of a satisfactory financing, due diligence, and simultaneous closing of all related transactions
- Sellers may terminate if Nasdaq listing and public offering not completed within 120 days
- No shares of Series F Preferred Stock have been issued yet
- Irrevocable proxies granted to FOXO to vote the Ludwig preferred shares prior to closing
Financial Impact
Total consideration of $2.75 million in Series F Preferred Stock (stated value $1.00 per share) plus $500,000 cash for the Ludwig preferred stock and notes; no FOXO common stock issued yet; conversion price tied to future Nasdaq offering price
Risk Factors
- Nasdaq listing and public offering may not be completed, causing the Ludwig agreements to terminate
- Series F Preferred Stock conversion terms are tied to the future offering price, creating potential dilution for FOXO common shareholders
- Ludwig's Revealia platform has not received FDA approval or clearance and has not been commercialized
- FOXO has a history of losses and may not achieve profitability
- The transactions are subject to multiple closing conditions including financing and due diligence
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-049263 |
| Exhibit: ex99-1.htm | 0001493152-26-049263 |
| Document: 0001493152-26-049263-index-headers.html | 0001493152-26-049263 |
| Document: 0001493152-26-049263-index.html | 0001493152-26-049263 |
| Document: 0001493152-26-049263.txt | 0001493152-26-049263 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 29, 2026 3d ago | 8-K | $0.0900 | awaiting T+5 | awaiting T+5 | $0.1000 (+11.11%) |
Jul 29, 2026 13w ago | 8-K | $0.0922 $0.0922 | · 0.00% | ▼ −5.53% | $0.1000 (+8.46%) |
Jul 27, 2026 13w ago | 8-K | $0.0346 $0.0884 | ▲ +155.49% | ▲ +151.38% | $0.1000 (+189.02%) |
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