FOXO TECHNOLOGIES INC. (FOXO) SEC Filings

FOXO Technologies Inc. has obtained written consent from its Board and a majority stockholder controlled by its CEO to approve a reverse stock split of its Class A common stock. The split will combine outstanding shares at a ratio between 1-for-100 and 1-for-1,000, with fractional shares rounded up, at a time and exact ratio chosen by the Board but no later than June 30, 2027.

The reverse split is authorized solely to support an application to uplist the common stock from the OTC Markets to a senior national securities exchange such as Nasdaq or NYSE American by raising the per-share trading price. As of the record date, there were 1,658,116 common shares outstanding out of 25,000,000,000 authorized, and total voting power was heavily concentrated, with a majority stockholder holding approximately 99.12% of votes largely through preferred stock. The split will not change total authorized shares, increasing the pool of authorized but unissued shares for potential future financings and other corporate purposes. The Board may choose not to implement the split if it concludes the uplisting is not reasonably likely to occur.

FOXO Technologies Inc. reported net revenues of $9.9 million for the six months ended June 30, 2026, up from $8.4 million in 2025, while second‑quarter net revenues declined to $4.7 million from $5.2 million. A large non‑cash forfeiture under its Management Contingent Share Plan and a severance reversal drove income from operations of $8.5 million and net income attributable to FOXO of $6.7 million, versus a $1.1 million loss a year earlier.

The balance sheet remains highly stressed. Cash and cash equivalents were only $58,409 with a working capital deficit of $35.9 million, total liabilities of $45.0 million, and total stockholders’ equity of $0.9 million. Debt rose to $17.2 million, all classified as current, and many promissory notes are in default and accruing penalties; past‑due payroll taxes and related penalties total about $7.4 million. Management concludes that these conditions, along with dependence on external financing, raise substantial doubt about the ability to continue as a going concern.

During the quarter FOXO and its founder entered a Strategic Technology License Agreement granting his controlled entity an exclusive license to commercialize FOXO Labs’ epigenetics IP in exchange for a 3% royalty (capped at $1.3 million) and a 10‑year option to acquire majority ownership of FOXO Labs, while resolving prior disputes and severance obligations. On June 30, 2026, FOXO implemented a 1‑for‑3,000 reverse stock split, following earlier reverse splits in 2025.

FOXO Technologies Inc. reports that on August 13, 2026, Rennova Health, Inc., which is controlled by FOXO’s CEO and acts as the majority stockholder, approved corporate actions by written consent, including a planned reverse stock split. As of that record date, this majority stockholder held approximately 99.12% of FOXO’s voting rights directly or through proxy, and the Board of Directors approved the action by unanimous written consent the same day.

FOXO filed a preliminary Information Statement on Schedule 14C on August 14, 2026. A definitive Schedule 14C will be mailed to stockholders of record as of the August 13, 2026 record date, and the reverse split will become effective no earlier than 20 days after mailing, subject also to notice and processing under FINRA Rule 6490. Further details on the reverse split are described in the Schedule 14C.

FOXO Technologies Inc., through its subsidiary Vector BioSource, Inc., has entered into a definitive agreement to acquire four U.S.-based blood collection centers from Grifols Bio Supplies, Inc. in an asset purchase including an upfront cash payment and a potential earnout tied to EBITDA targets in 2026, 2027 or 2028.

The acquisition is intended to create a proprietary source of bio-products and support new FDA licensure that is expected to expand Vector’s accessible market. Based on historical information and current estimates, FOXO states the acquisition should add over $10 million in net revenues during the twelve months following closing, although actual results may differ materially. Closing is anticipated in the third or fourth quarter of 2026, subject to customary closing conditions, including required FDA licensure and other regulatory authorizations.

FOXO Technologies Inc., through its subsidiary Vector BioSource, Inc., agreed to acquire certain assets and assume certain liabilities tied to four U.S.-based blood collection centers from Grifols Bio Supplies, Inc. The asset purchase agreement provides for $3,500,000 in cash at closing plus a contingent earn-out of up to $1,000,000 in cash.

The full earn-out becomes payable if the acquired business generates EBITDA of $1,500,000 or more in any single calendar year during 2026–2028. Closing is subject to customary conditions and to Vector obtaining its own FDA license, CLIA certifications in relevant states, and a Miami waste-management permit. Either party may terminate if closing has not occurred within nine months after July 22, 2026, and the company currently anticipates closing in the third or fourth quarter of 2026.

FOXO Technologies provided a mid-year update highlighting strong early-2026 operating momentum and capital-structure changes. Net revenues were approximately $5.1 million for the three months ended March 31, 2026, compared with $3.2 million a year earlier, while loss from operations narrowed to $0.3 million from $1.5 million.

The company completed a 1:3,000 reverse stock split, exchanged about $7.8 million in stated value of Series A Convertible Preferred Stock into non-convertible debt, and established a new epigenetics licensing arrangement that pays a 3% royalty on net revenues, capped at $1.3 million. Myrtle Recovery’s Oneida facility is operating near full capacity with an average daily census of 27.6 (about 92% occupancy), up from 7.4 in 2024, and annualized 2026 admissions of about 700. Big South Fork Medical Center remains the main revenue driver, projected to increase inpatient and swing bed admissions in 2026. The Vector BioSource unit is pursuing a potential acquisition that, if completed, is expected to add more than $10 million of annual revenue. FOXO is also exploring an uplisting of its Class A common stock to NYSE American or another exchange and intends to use its dividend-bearing Series E Preferred Stock for future acquisitions and capital raising.

FOXO Technologies Inc. has implemented a 1-for-3,000 reverse stock split of its Class A common stock. Every 3,000 pre-split shares have been combined into one share, with no change to the $0.0001 par value per share.

The reverse split became effective at 4:01 p.m. Eastern Time on June 30, 2026, and the stock began trading on a split-adjusted basis on July 1, 2026 under a new CUSIP (351471602) and temporary symbol FOXOD. No fractional shares are issued; any fractional amounts are rounded up to the nearest whole share.

The company states the split is intended to increase the per-share price to support a potential quotation on OTCQB, which requires a sustained price of at least $0.01, and could also be a step toward a potential uplisting to a recognized exchange if listing requirements are met. Outstanding stock options, warrants, and equity incentive plans will be proportionately adjusted, and FOXO does not expect any impact on current or future business operations.

FOXO Technologies Inc. states its Board and a Majority Shareholder approved a reverse stock split range of one-for-one thousand (1:1,000) to one-for-ten thousand (1:10,000), to be effected at the Board’s sole discretion prior to November 30, 2026. The action was authorized by written consent dated May 18, 2026 and will be completed by filing a Certificate of Amendment with the Delaware Secretary of State.

The Information Statement discloses 4,261,663,700 shares of Common Stock outstanding as of the Record Date and shows estimated post-split outstanding shares between 4,261,664 (1:1,000) and 426,166 (1:10,000). The filing explains the Board’s rationale is to increase per-share trading price for potential OTCQB quotation or an exchange listing, notes prior FINRA processing issues have been addressed, and describes fractional-share treatment (round up).

FOXO Technologies Inc. entered into a Strategic Technology License Agreement with founder Jon R. Sabes and LongevityFP Technologies, LLC. The deal grants LongevityFP Technologies an exclusive worldwide license to commercialize FOXO’s epigenetics intellectual property, including two issued U.S. patents, datasets, and machine learning models.

LongevityFP Technologies will pay FOXO a royalty equal to 3% of net revenues from the licensed technology, capped at $1.3 million, and receives a ten-year exclusive option to acquire majority ownership of FOXO Labs, Inc. Depending on the option structure, FOXO would retain a 40% equity interest in the resulting epigenetics enterprise. The agreement includes mutual releases and resolves prior matters between the parties.