---
title: "FOXO to buy Ludwig Enterprises preferred stock"
url: "https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2026-10-29"
section: "Debt Financing"
tickers: "OTC:FOXO"
source: "https://www.sec.gov/Archives/edgar/data/1812360/000149315226049263/ex99-1.htm"
summary: "FOXO Technologies signed agreements to acquire preferred stock carrying majority voting power in Ludwig Enterprises, Inc. and to buy certain Ludwig notes."
---

By the aibio.space news desk.

Sources

- [FOXO TECHNOLOGIES INC. 8-K (2026-10-29)](https://www.sec.gov/Archives/edgar/data/1812360/000149315226049263/ex99-1.htm)
- [FOXO TECHNOLOGIES INC. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1812360/000149315226016725/)

[FOXO](https://aibio.space/companies/foxo-technologies/)

2026-10-29

# FOXO to buy Ludwig Enterprises preferred stock with majority voting power

Tickers [FOXO](https://aibio.space/companies/foxo-technologies/)

FOXO Technologies signed agreements to acquire preferred stock carrying majority voting power in Ludwig Enterprises, Inc. and to buy certain Ludwig notes. The transactions have not closed.

## Key facts

- **Company**: FOXO TECHNOLOGIES INC. (OTC: FOXO)

- **News type**: Debt Financing

- **Primary source**: [FOXO TECHNOLOGIES INC. 8-K (2026-10-29)](https://www.sec.gov/Archives/edgar/data/1812360/000149315226049263/ex99-1.htm)

*A red price chart on a screen. CC0, via rawpixel. The picture shows the field, not the companies named.*

FOXO Technologies Inc. (OTC: [FOXO](https://aibio.space/companies/foxo-technologies/)) said on October 29, 2026 that it has entered into Stock Purchase Agreements to acquire shares of preferred stock of Ludwig Enterprises, Inc. ("Ludwig") that carry a majority of Ludwig's voting power. FOXO also entered into a Note Purchase Agreement to buy certain Ludwig notes from Thomas E. Terwilliger, individually, whose revocable trust is one of the selling preferred stockholders. The acquisitions have not closed.

## The terms

The selling stockholders granted FOXO irrevocable proxies to vote the applicable Ludwig preferred shares, subject to the terms and limitations of the voting agreements. The sellers will continue to own the preferred shares until closing.

Closing depends on several conditions. These include approval of FOXO's common stock for listing on Nasdaq, completion of a financing satisfactory to FOXO's board of directors, satisfactory completion of due diligence, the simultaneous closing of the related transactions and other customary conditions. The sellers may terminate the applicable agreement if FOXO has not completed the Nasdaq listing and related public offering within 120 days after signing, unless the sellers waive that condition. FOXO says there can be no assurance that the listing, the public offering or the transactions will be completed.

The release names no underwriter, placement agent, lender or financial advisor for these transactions.

## The target

Ludwig Enterprises is a Nevada corporation whose common stock is publicly quoted under the symbol LUDG. According to the release, Ludwig is developing products using proprietary mRNA genomic technology intended to detect genetic biomarkers of inflammation and inflammation-related chronic diseases.

Ludwig's technology includes Revealia, a non-invasive buccal, or cheek, swab platform. The release says Revealia is associated with an international patent application for an mRNA biomarker panel for inflammatory disease. It has not been approved or cleared by the U.S. Food and Drug Administration and has not been commercialized.

## About FOXO

The release describes FOXO as owning and operating four subsidiaries. Rennova Community Health, Inc. owns and operates Scott County Community Hospital, Inc., which does business as Big South Fork Medical Center, a critical access hospital in East Tennessee. Myrtle Recovery Centers, Inc. operates a 32-bed behavioral health facility in East Tennessee, providing inpatient detox and residential treatment as well as outpatient services for MAT and OBOT programs. Vector BioSource, Inc. provides biospecimen sourcing to the biotechnology, clinical research and pharmaceutical research industries. FOXO Labs, Inc. is a biotechnology company.

## Financial position

The company's annual report for 2025, filed April 15, 2026, shows revenue of $16.4 million, compared with $4.1 million for 2024. Research and development expense was $182,498 in 2025, compared with $312,267 in 2024. The net loss was $12.4 million in both years.

Cash from operations was negative $3.9 million in 2025, compared with negative $2.8 million in 2024. Year-end cash and cash equivalents were $207,453 at December 31, 2025, according to the 10-Q filed August 14, 2026, compared with $68,268 at the end of 2024. The XBRL data shows cash and cash equivalents of $58,409 at June 30, 2026.

## Management's view and next steps

The company's chief executive, Seamus Lagan, said: "We believe the proposed transactions with Ludwig will complement our existing healthcare businesses." He added that, if the transactions close, FOXO expects to evaluate how it will structure and support Ludwig's continued development and launch of its Revealia platform.

The next steps are the Nasdaq listing approval, the related public offering and a financing that the board finds satisfactory. The release says there can be no assurance that they will be completed. FOXO is quoted over the counter today, had cash of $58,409 at June 30, 2026 against a $12.4 million net loss for 2025, and the deal depends on a Nasdaq listing and public offering it has not yet achieved. The release gives no price for the preferred stock or the notes, and Ludwig's product has no regulatory clearance and no sales.

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## Companies in this story

FOXO

FOXO TECHNOLOGIES INC.

OTC · United States

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---
Source page: https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "FOXO to buy Ludwig Enterprises preferred stock", 2026-10-29, https://aibio.space/news/foxo-buy-ludwig-enterprises-preferred-stock-majority-voting-power/
