Ludwig Enterprises, Inc. filed a Form 8-K on November 2, 2026, reporting a change in control that occurred on October 25, 2026, when FOXO Technologies Inc. obtained irrevocable proxies to vote approximately 57.7% of the company's total voting power.

Key Highlights

  • Change of control date: Control passed from the Selling Holders to FOXO Technologies Inc. on October 25, 2026, via irrevocable proxies.
  • Shares subject to proxies: An aggregate of 5,000,000 shares of Series A Convertible Preferred Stock, par value $0.001 per share, were covered by the proxies.
  • Voting power: The shares subject to the proxies represent approximately 57.7% of the company's total voting power, based on 167,166,897 shares of common stock and 7,000,000 shares of Preferred Stock outstanding as of October 28, 2026.
  • Consideration: According to the filing, FOXO agreed to pay an aggregate of 2,250,000 shares of a newly designated series of FOXO preferred stock, with an aggregate stated value of $2,250,000.
  • Selling Holders: The Thomas E. Terwilliger Revocable Trust and Vasaio Capital, Inc. entered into the stock purchase agreements with FOXO and granted the proxies.
  • Board not a party: The company disclosed that neither Ludwig Enterprises nor its Board participated in the negotiation, or approved or recommended the transactions.
  • Emerging growth company: Ludwig Enterprises is identified in the filing as an emerging growth company.

FOXO Proxies Transfer Voting Control at Ludwig Enterprises Without Board Involvement

According to the Form 8-K filed by Ludwig Enterprises, Inc. (securities registered pursuant to Section 12(b) of the Act: None), two Selling Holders -- The Thomas E. Terwilliger Revocable Trust and Vasaio Capital, Inc. -- each entered into a stock purchase agreement with FOXO Technologies Inc. on October 25, 2026. As part of those agreements, each Selling Holder granted FOXO an irrevocable proxy to vote its shares of Series A Convertible Preferred Stock. The company's Board of Directors was informed of these transactions on October 27, 2026.

The filing notes that each share of Preferred Stock is entitled to 100 votes and votes together with the company's common stock as a single class. Based on the outstanding share counts as of October 28, 2026, the proxied shares represent approximately 57.7% of total voting power. The filing also notes that FOXO's Schedule 13D separately reports beneficial ownership of approximately 74.9% of the company's common stock on an as-converted basis, a figure the filing says "does not include the other outstanding shares of Preferred Stock and therefore differs from the percentage of total voting power stated above." The filing states that the information regarding the stock purchase agreements and proxies "is based on FOXO's Current Report on Form 8-K and Schedule 13D, each filed with the Securities and Exchange Commission on October 29, 2026, and has not been independently verified by the Company."

The company disclosed that the proxies terminate upon the earlier of the closing of the applicable stock purchase agreement or 120 days following its execution. If the agreements terminate or the proxies expire before closing, FOXO's voting power will end and control will revert to the Selling Holders. The Board, according to the filing, "is evaluating these transactions and their implications for the Company and its stockholders, and it continues to explore the strategic alternatives available to the Company." The filing also cautions that statements regarding completion of the described transactions and the Board's exploration of strategic alternatives are forward-looking statements subject to risks and uncertainties, and are not guarantees of future events.

What Was Disclosed

Ludwig Enterprises reported a change in control effective October 25, 2026, arising from irrevocable proxies granted to FOXO Technologies Inc. covering 5,000,000 shares of Series A Convertible Preferred Stock, representing approximately 57.7% of total voting power. The Board was not a party to the transactions.