On November 2, 2026, Ludwig Enterprises, Inc. disclosed in a Form 8-K filing that a change in control took place on October 25, 2026, when FOXO Technologies Inc. acquired irrevocable proxies to vote roughly 57.7% of the company’s total voting power.
Key Highlights
- Change of control date: Control shifted from the Selling Holders to FOXO Technologies Inc. on October 25, 2026, through irrevocable proxies.
- Shares subject to proxies: The proxies cover a total of 5,000,000 shares of Series A Convertible Preferred Stock, with a par value of $0.001 per share.
- Voting power: These shares represent approximately 57.7% of Ludwig Enterprises’ total voting power, based on 167,166,897 common shares and 7,000,000 preferred shares outstanding as of October 28, 2026.
- Consideration: FOXO agreed to issue 2,250,000 shares of a newly designated series of its preferred stock, with a combined stated value of $2,250,000.
- Selling Holders: The Thomas E. Terwilliger Revocable Trust and Vasaio Capital, Inc. entered into stock purchase agreements with FOXO and granted the voting proxies.
- Board not involved: Ludwig Enterprises and its Board did not participate in negotiating, approving, or recommendi...