Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in the Current Report on Form 8-K (the "Original Filing") filed by FOXO Technologies Inc. (the "Company") on November 15, 2022, the Company's board of directors (the "Board") terminated Jon Sabes and Steven Sabes as the Company's Chief Executive Officer and Chairman and Chief Operating Officer, respectively, effective as of November 14, 2022.

This amended Current Report on Form 8-K is being filed to provide the reasoning for the termination of both Jon Sabes and Steven Sabes.

Jon Sabes

The Board determined to terminate Jon Sabes as Chief Executive Officer and Chairman of the Board because it had lost confidence in his ability to act in an executive officer capacity of the Company following the Company's business combination with Delwinds Insurance Acquisition Corp., and its increased obligations as a public company. Among other things, the Board noted that the Company's former Chief Product Officer had resigned from the Company, citing strong disagreement with the direction the Company was taking, and other senior executives of the Company had advised members of the Board that they were prepared to resign unless Jon Sabes was replaced.

The Company is continuing to review its obligations, if any, to Jon Sabes pursuant to his prior employment agreement.

Steven Sabes

The Board determined to terminate Steven Sabes as Chief Operating Officer due to the Board's view that Steven Sabes was not sufficiently fulfilling his responsibilities in such position.

Other than the preceding disclosure, no other disclosure reported in the Original Filing is amended pursuant to this Current Report on Form 8-K.


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