LUDG

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Key Financial Metrics

Key Facts

• FOXO Technologies Inc. agreed to acquire 5,000,000 shares of Ludwig Convertible Preferred Stock (71.4% of the 7,000,000 outstanding preferred shares) from The Thomas E. Terwilliger Revocable Trust (3,000,000 shares) and Vasaio Capital, Inc. (2,000,000 shares).
• Consideration for the preferred shares is 2,250,000 shares of FOXO Series F Convertible Preferred Stock with a stated value of $2.25 million.
• FOXO also agreed to purchase approximately $1 million of Ludwig promissory notes from Thomas E. Terwilliger for $500,000 cash (payable $250,000 at closing and $250,000 within 90 days) plus 500,000 FOXO Series F Preferred shares.
• Closing is contingent on FOXO's common stock being approved for listing on Nasdaq, FOXO completing a satisfactory financing, satisfactory due diligence, and simultaneous closing of both stock purchase agreements.
• FOXO has obtained irrevocable proxies granting it immediate voting control of the 5,000,000 preferred shares (500,000,000 votes, approximately 57.7% of combined voting power) pending closing or termination.
• If the transactions close, FOXO would hold approximately 74.9% of Ludwig's common stock on a diluted basis (500,000,000 shares issuable upon conversion of preferred shares).
• Ludwig's interim CEO and a director have offered to resign; FOXO anticipates Mark White, a FOXO director, may be invited to serve as director and interim CEO of Ludwig, but no appointment has been made.
• Ludwig ceased to be a fully reporting SEC company as of August 19, 2026, and is an early-stage genomic diagnostics company with no approved or cleared products.
• The purchase agreements can be terminated if Nasdaq listing and public offering are not completed within 120 days of signing (by February 22, 2027).

Financial Impact

FOXO to issue Series F Preferred shares with stated value of $2.25 million for Ludwig preferred stock, plus $500,000 cash and 500,000 Series F Preferred shares (stated value $500,000) for Ludwig notes. No cash consideration for preferred shares; cash for notes to be funded from FOXO's anticipated Nasdaq listing and capital raise, which has not been completed.

Risk Factors

• Transaction may not close if FOXO fails to achieve Nasdaq listing or complete financing within 120 days.
• Ludwig is a pre-revenue early-stage company with no FDA-cleared products and has ceased SEC reporting, creating significant business and disclosure risk.
• FOXO's Series F Preferred shares have a floating conversion price tied to future public offering prices, creating potential for significant dilution to FOXO shareholders.
• The voting proxies expire automatically after 120 days if closing does not occur, potentially leaving FOXO without control.
• Ludwig's capitalization and debt structure may contain undisclosed obligations that could affect the transaction.

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Investment Themes

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

US Market Status