Ludwig Enterprises Control Shifts to FOXO Technologies via Proxy Deal

What happened

Ludwig Enterprises, Inc. (ticker LUDG), a Nevada-incorporated company that reports in the SEC's Services-Medical Laboratories category and is based in Pompano Beach, Florida, disclosed in a Form 8-K filed November 2, 2026 that a change in control occurred on October 25, 2026.

According to the filing, two holders — The Thomas E. Terwilliger Revocable Trust and Vasaio Capital, Inc., together called the Selling Holders — each signed a stock purchase agreement with FOXO Technologies Inc. to sell an aggregate of 5,000,000 shares of Ludwig's Series A Convertible Preferred Stock. Each also granted FOXO an irrevocable proxy to vote those shares.

Ludwig said the transactions were ones to which the company was not a party. The board was informed on October 27, 2026, and the filing states neither the company nor the board negotiated, approved or recommended the agreements or the proxies.

The company said it relied on FOXO's own Form 8-K and Schedule 13D, both filed October 29, 2026, for the terms of the stock purchase agreements and proxies, and has not independently verified them.

The voting math

Each share of Ludwig's Series A preferred stock carries 100 votes and votes alongside the common stock as a single class. With 167,166,897 common shares and 7,000,000 preferred shares outstanding as of October 28, 2026, the shares covered by the proxies represent about 57.7% of total voting power, the company said.

FOXO's Schedule 13D reports beneficial ownership of about 74.9% of Ludwig's common stock on an as-converted basis. Ludwig notes that figure excludes other outstanding preferred shares and therefore differs from the 57.7% total-voting-power figure.

The Selling Holders remain the record owners of the shares unless and until the sales close. As reported by FOXO, the purchase price is an aggregate of 2,250,000 shares of a newly designated FOXO preferred series with a stated value of $2,250,000, paid in FOXO's own equity. Closing is subject to conditions in FOXO's 8-K, and Ludwig states there is no assurance it will occur.

If the agreements terminate or the proxies expire before closing, FOXO's voting power ends and control reverts to the Selling Holders. FOXO's proxies terminate at the earlier of the closing or 120 days after signing.

The price

Ludwig's common stock closed at $0.004 on the event date, unchanged from the prior close, according to the price data. A sub-penny share price is common among small over-the-counter companies; the filing lists no securities registered under Section 12(b) of the Exchange Act, meaning the stock is not listed on a national exchange.

What this means

A Form 8-K is a current report. Public companies must file one to disclose material events between quarterly reports, and Item 5.01 is the specific slot for a change in control of the registrant. Ludwig is not describing something it did; it is describing something that happened to it and that it must disclose, which is why the filing repeatedly credits FOXO's filings as the source.

The instrument at the center of this is preferred stock, which is equity that sits ahead of common stock in the capital structure and can carry special rights. Here the special right is voting power: 100 votes per preferred share, versus the single vote a common share typically carries. That ratio is why 5,000,000 preferred shares — out of 7,000,000 outstanding — translate into roughly 57.7% of all votes despite representing a small slice of total shares. Preferred stock can also be convertible, as this series is; "as-converted" means counting shares as if they had already been swapped into common, which is why FOXO's 74.9% common-ownership figure and the 57.7% voting figure are measuring different things.

A proxy is the right to vote someone else's shares. "Irrevocable" means the grantor cannot take it back during its term, which is what makes the arrangement a transfer of control in substance even though the Selling Holders still own the shares on paper until closing. Two conditions can undo it: the proxy expires after 120 days, or the deal terminates, and in either case voting control returns to the Selling Holders.

Ludwig's board says it is evaluating the transactions and continuing to explore strategic alternatives, and that it will not disclose further developments unless it decides disclosure is appropriate or required. The filing does not say why the Selling Holders agreed to sell or why FOXO wants the stake; the sources describe the terms and the resulting control change, not the motivation.

The next observable step, per the filing, is the closing of the stock purchase agreements, which depends on conditions set out in FOXO's report. Until then FOXO holds votes, not title.