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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): September 19, 2025
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 |
| Class
A Common Stock, par value $0.0001 |
|
N/A |
|
None |
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
2.01 Completion of Acquisition or Disposition of Assets.
On
September 9, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into the Stock Purchase
Agreement (the “SPA”) with Vector Bio Source Inc., a Wyoming corporation (“Vector”), stockholders
(each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity
securities of Vector (the “Purchased Shares”), FOXO Acquisition Corporation, a Florida corporation and wholly owned
subsidiary of the Company (“FAC”).
On
September 19, 2025, the closing of the SPA occurred and the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000
shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”),
and (iii) warrants to purchase up to $2,000,000 of the Company’s Class A Common Stock (the “Common Stock”) with
an exercise price of $0.00517 (the “Warrants”). Vector is now a wholly-owned, subsidiary of FAC and a consolidated
subsidiary of the Company. For additional disclosure about the terms of the SPA, please see the Form 8-K filed by the Company with
the SEC on September 15, 2025.
A
copy of the Form of the Warrant Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 2.01
of Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
The
disclosure contained in Item 2.01 is incorporated by reference into this Item 3.02 herein.
The
shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2)
of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not
involving any public offering and based, in part, on the representations of the investor. There were no sales commissions paid pursuant
to this transaction.
Item
7.01 Regulation FD Disclosure.
On
September 22, 2025, the Company issued a press release which announced the closing of the SPA and acquisition of Vector. A copy of the
press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The
information under this Item 7.01, including Exhibit 99.2 hereto, is being furnished herewith and shall not be deemed “filed”
for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on
Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto,
is material or that the dissemination of such information is required by Regulation FD.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form
8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as “if,” “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue”
or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available
to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties
that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements
are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its
industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity
or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of
this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such
date.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit Number |
|
Description
of Exhibit |
| 99.1 |
|
Form of Warrant Agreement |
| 99.2 |
|
Press Release Dated September 22, 2025 |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL) |
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:
September 22, 2025 |
By: |
/s/
Seamus Lagan |
| |
Name: |
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
