FOXO TECHNOLOGIES INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 3, 2023 (the "Closing Date"), FOXO Technologies Inc. (the "Company")
consummated the previously announced sale of FOXO Life Insurance Company (fka
Memorial Insurance Company of America), an Arkansas corporation and wholly-owned
subsidiary of the Seller (as defined below) ("FOXO Life"), which holds an
Arkansas insurance license and statutory capital and surplus amounts, to
Security National Life Insurance Company (the "Buyer"), pursuant to that certain
Merger Agreement, dated as of January 10, 2023, by and among the Buyer, FOXO
Life, LLC, a Delaware limited liability company and wholly-owned subsidiary of
the Company (the "Seller"), the Company, and FOXO Life. Pursuant to the Merger
Agreement, on the Closing Date, FOXO Life merged with and into the Buyer, with
the Buyer continuing as the surviving corporation (the "Merger").

At the closing, all of Seller's shares were cancelled and retired and ceased to
exist in exchange for the assignment to the Seller of FOXO Life's statutory
capital and surplus amount of $5,002,256, as of the Closing Date, minus $200,000
(the "Merger Consideration"). As of the date of this Current Report on Form 8-K,
the Company has $100,000 of statutory capital and surplus amounts that it is in
process of accessing. The Company expects to be able to access the remaining
$100,000 of statutory capital and surplus amounts shortly after the Closing
Date.

Pursuant to the Merger Agreement, at the closing, the Seller paid the Buyer's
third-party out-of-pocket costs and expenses of $50,849, including counsel fees
and filing fees, incurred in connection with the Merger and the Merger Agreement
at the closing. After the Merger Consideration and Buyer's third party expenses,
the transaction resulted in the Company gaining access to $4,651,407 that was
previously held as statutory capital and surplus pursuant to the Arkansas Code.

The foregoing description of the Merger Agreement is not complete and is
qualified in its entirety by reference to the full text of the Merger Agreement,
which is incorporated by reference from Exhibit 2.1 of the Current Report on
Form 8-K filed by the Company with the Securities and Exchange Commission on
January 12, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



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