FOXO agrees to acquire majority voting stake in Ludwig Enterprises

FOXO Technologies  has signed agreements to acquire preferred shares carrying a majority of the voting power in Ludwig Enterprises, a publicly traded company developing mRNA-based tests for biomarkers of inflammation and related chronic diseases.

The transactions have not closed. Ludwig’s selling preferred shareholders have granted FOXO irrevocable voting proxies, subject to the terms of the voting agreements, while retaining ownership of the shares until closing. FOXO also agreed to purchase certain Ludwig notes from Thomas E. Terwilliger, whose revocable trust is among the selling shareholders.

Ludwig’s Revealia platform uses a non-invasive cheek swab. The platform has not received FDA approval or clearance and has not been commercialized.

Closing depends on several conditions, including approval to list FOXO’s common stock on Nasdaq, financing satisfactory to its board, completion of due diligence and the simultaneous closing of the related transactions. Sellers may terminate their agreements if FOXO does not complete the Nasdaq listing and related public offering within 120 days of signing, unless waived.

FOXO currently operates businesses spanning hospital care, behavioral health, biospecimen sourcing and biotechnology. CEO Seamus Lagan said the proposed transactions would complement those businesses, with FOXO evaluating how to support Revealia’s development and launch if the deals close.