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0001812360
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2026-08-13
2026-08-13
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date Earliest Event Reported): August 13, 2026
FOXO
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39783 |
|
85-1050265 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
477
South Rosemary Avenue
Suite
224
West
Palm Beach, FL |
|
33401 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(612)
800-0059
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
5.07 | Submission
of Matters to a Vote of Security Holders. |
On
August 13, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “Majority Stockholder”),
a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “Written
Consent”). August 13, 2026, the date the Written Consent was delivered to the Company, is the record date (the “Record
Date”) for the determination of stockholders entitled to notice of the action approved by the Written Consent. As of the Record
Date, the Majority Stockholder held approximately 99.12% of the Company’s voting rights directly or through proxy. The Board of
Directors approved the below action by unanimous written consent on August 13, 2026. Pursuant to the Written Consent, the Majority
Stockholder approved:
| 1. | An
amendment (the “Amendment”) to the Company’s Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), to effect a reverse stock
split of the Company’s issued and outstanding Class A Common Stock (the “Common
Stock”) at any time before June 30, 2027, at a ratio ranging from one-for-fifty
(1:50) to one-for-one thousand (1:1,000) (the “Reverse Split”),
with each fractional share rounded up to the nearest whole share and with the exact ratio
within such range to be determined at the sole discretion of the Company’s Board of
Directors (the “Board”), without further approval or authorization of
the Company’s stockholders before the filing of an amendment to the Certificate of
Incorporation effecting the proposed Reverse Split. The Board authorized the Reverse Split
solely in connection with, and for the purpose of facilitating, an application to list the
Common Stock on a senior national securities exchange, specifically The Nasdaq Stock Market
LLC or NYSE American LLC (the “Uplisting”), and will not effect the Reverse
Split for any other purpose. For additional information regarding the Reverse Split, stockholders
are encouraged to review the Company’s recent filings with the SEC, including the Company’s
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. |
The
Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to
the matter approved by the Majority Stockholder (the “PRE 14C”) on August 14, 2026 and, as soon as it may do so, will
mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The Reverse Split will
then be effective no earlier than 20 days after the mailing. In connection with the Reverse Split, the Company is also required to provide
notice to, and have its submission processed by, the Financial Industry Regulatory Authority (“FINRA”) pursuant to
FINRA Rule 6490. Further detail regarding the Reverse Split is found in the PRE 14C.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
FOXO
Technologies Inc. |
| |
|
|
| Date:
August 14, 2026 |
By: |
/s/
Seamus Lagan |
| |
Name:
|
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
