[8-K] FOXO Technologies Inc. Reports Material Event

Rhea-AI Filing Summary

FOXO Technologies Inc. disclosed that NYSE Regulation has determined to commence proceedings to delist its Class A common stock from NYSE American under Section 1003(f)(v) of the NYSE American Company Guide, citing the low selling price of the Class A shares. The company attached a press release as Exhibit 99.1 and furnished the information under Item 7.01.

The filing states the disclosure is being furnished, not filed, and includes a standard cautionary statement about forward-looking statements. The report also indicates the registrant is identified as an emerging growth company.

Positive

• None.

Negative

• NYSE Regulation has commenced proceedings to delist FOXO's Class A common stock from NYSE American under Section 1003(f)(v) due to a low selling price
• Listing on NYSE American is at risk pending the outcome of delisting proceedings, which may materially affect liquidity and market access

Insights

Securities Analyst

TL;DR: NYSE has started delisting proceedings for FOXO's Class A shares, posing a clear negative for liquidity and market access.

The initiation of proceedings under Section 1003(f)(v) explicitly points to noncompliance with the NYSE American minimum price standard. For investors, commencement of delisting proceedings typically raises near-term concerns about reduced trading liquidity, potential removal from the exchange, and downward pressure on the share price until the company either regains compliance or reaches an alternative listing arrangement.

Corporate Governance Expert

TL;DR: Delisting proceedings signal a governance and compliance issue that the board and management must address promptly.

The filing confirms NYSE Regulation has determined to commence delisting proceedings and that the matter was publicly disclosed via an attached press release. This places responsibility on corporate leadership to engage with the exchange, evaluate remediation options and disclose material developments to shareholders. The company’s statement that the information is furnished rather than filed is procedural but does not alter the materiality of the underlying event.

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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, 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		FOXO		NYSE American

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 7.01 Regulation FD Disclosure.

On August 13, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), issued a press release which announced that it has received a letter from NYSE on August 12, 2025 confirming that NYSE Regulation has determined to commence proceedings to delist the Class A common stock of the Company from NYSE American, pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Class A commons stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1 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		Press Release Dated August 13, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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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 13, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What did FOXO disclose in its Form 8-K?

FOXO disclosed that NYSE Regulation has determined to commence delisting proceedings to delist its Class A common stock for a low selling price, and attached a press release as Exhibit 99.1.

When did NYSE send the delisting letter to FOXO?

The filing states NYSE sent a letter on August 12, 2025 confirming the commencement of delisting proceedings; the company furnished a press release dated August 13, 2025.

Which NYSE rule or section was cited for the delisting proceedings?

The filing cites Section 1003(f)(v) of the NYSE American Company Guide as the basis for commencing delisting proceedings due to low selling price.

Is FOXO identified as an emerging growth company in the filing?

Yes. The Form 8-K indicates FOXO is an emerging growth company.

Where can investors find the company’s press release about the delisting proceedings?

The press release announcing the NYSE action is attached to the Form 8-K as Exhibit 99.1. The filing also includes the cover page interactive data file as Exhibit 104.