Majority Holder Greenlights FOXO Dilution and Reverse Stock Split Path

Rhea-AI Filing Summary

FOXO Technologies (NYSE American: FOXO) filed an 8-K reporting that a stockholder holding 82.08% of voting power delivered written consent approving nine share-related actions.

• Items 1-7: Authorize issuance of >20% of outstanding shares upon conversion of Series A-D preferred stock, convertible notes, an exchange agreement, finder fees and inducement shares, satisfying NYSE American Section 713.
• Item 8: Issue 40,000 shares to director Bret Barnes under his agreement, per Section 711.
• Item 9: Permit a reverse stock split at a 1-for-1.99 ratio any time before 6 Nov 2025 at the board’s discretion.

A preliminary Schedule 14C has been filed; actions become effective 20 days after mailing the definitive statement.

Positive

• Improves liquidity by allowing debt and preferred stock to convert into equity, potentially reducing cash obligations.
• Optional reverse stock split could help maintain NYSE American listing compliance.

Negative

• Authorizes issuances >20% of current float, creating significant dilution risk for existing shareholders.
• Majority holder’s unilateral consent bypasses minority vote, highlighting corporate governance concerns.

Insights

Equity Capital Markets Analyst

Shareholder consent clears massive dilution; reverse split option aims to preserve listing; balance-sheet benefit but minority dilution risk high.

The consent authorizes the company to issue well in excess of 20% of current common shares across multiple instruments, effectively removing conversion caps on preferred stock, notes and the Smithline agreement. This facilitates debt-equity swaps that could reduce cash obligations and improve liquidity, but existing common holders face immediate and potentially severe ownership dilution. The blanket authorization, coupled with the board’s ability to enact a 1-for-1.99 reverse split without further vote, also signals concern about maintaining NYSE American listing thresholds. While conversion may clean up the capital structure, the absence of pricing terms in the 8-K means dilution magnitude is open-ended. Overall, the filing increases financial flexibility at the cost of shareholder dilution and elevates governance risk, warranting close monitoring of the definitive 14C for issuance ceilings and post-conversion ownership tables.

Corporate Governance Specialist

82% owner unilaterally approves multi-item share issuances; procedurally legal but governance optics poor; minority voice effectively silenced.

The company relied on written consent from a single majority holder to push through nine capital actions, eliminating the need for a shareholder meeting. While Delaware law and NYSE rules allow this, it underscores the concentrated control structure and reduces checks on dilution. Items 1-7 permit issuances to insiders and affiliates—including Smithline Trust and noteholders—raising potential related-party and fair-pricing questions. The discretionary reverse split further concentrates authority in the board. Although the steps may ensure compliance with Section 713 and avoid exchange penalties, they diminish minority protections and could invite activist scrutiny. Investors should assess whether subsequent issuances are priced at market or deeply discounted and monitor any change in board composition following these approvals.

false 0001812360 0001812360 2025-06-23 2025-06-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): June 23, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 23, 2025 (the “Record Date”), a stockholder (the “Majority Stockholder”) of FOXO Technologies Inc., a Delaware corporation (the “Company”), approved certain actions by written consent (the “Written Consent”). As of the Record Date, the Majority Stockholder held approximately 82.08% of the Company’s voting rights. The Company determined that these actions and approvals are necessary because of the small market capitalization of the Company, and while certain transactions may not need the approvals described, it is possible that certain transactions, including separate transactions that may be aggregated by NYSE, will have a right to receive Class A Common Stock in excess of 20% of the issued and outstanding number of shares at the time the transaction was entered into. Pursuant to the Written Consent, the Majority Stockholder approved:

	Item 1.	The approval of the issuance of shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”), to certain holders of Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) as a result of conversions of shares of Series A Preferred Stock into shares of Common Stock which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the dates of the respective issuances of Series A Preferred Stock, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 2.	The approval of the issuance of shares of Common Stock to holders of convertible promissory notes previously issued as a result of conversions of such notes into shares of Common Stock and the issuances of inducement shares, which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the dates of the respective notes issuances, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 3.	The approval of the issuance of shares of Common Stock to Smithline Family Trust II (“Smithline”) as a result of the exercises of rights under the Exchange Agreement dated May 28, 2024, as amended most recently on June 10, 2025, with Smithline (the “Exchange Agreement”), which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the date of the Exchange Agreement, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 4.	The approval of the issuance of shares of Common Stock to certain holders of Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) as a result of conversions of shares of Series B Preferred Stock into shares of Common Stock which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the dates of the respective issuances of Series B Preferred Stock, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 5.	The approval of the issuance of shares of Common Stock to certain holders of Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) as a result of conversions of shares of Series C Preferred Stock into shares of Common Stock which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the dates of the respective issuances of Series C Preferred Stock, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 6.	The approval of the issuance of shares of Common Stock to certain holders of Series D Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) as a result of conversions of shares of Series D Preferred Stock into shares of Common Stock which may result in total issuances of securities of over 20% of the issued and outstanding shares of Common Stock as of the dates of the respective issuances of Series D Preferred Stock, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 7.	The approval of the issuance of shares of Common Stock to J.H. Darbie & Co., Inc. (“J.H. Darbie”) as a result of finder’s agreements, which may result in issuances of securities of over 20% of the issued and outstanding shares of Common Stock, to comply with Section 713 of the NYSE American LLC Company Guide;
	Item 8.	The approval of the issuance of 40,000 shares of Common Stock to Bret Barnes, a director of the Company, as a result of an independent director agreement entered into on July 24, 2024, to comply with Section 711 of the NYSE American LLC Company Guide; and
	Item 9.	To approve and adopt a proposal to amend our Third Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of our issued and outstanding Common Stock, any time before November 6, 2025, at a ratio of 1:1.99 (the “Reverse Split”) with the exact effective date to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split.

On June 26, 2025, the Company filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the “PRE 14C”) 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 items approved will then be effective 20 days after the mailing. Further detail regarding each of the items approved may be found in the PRE 14C.

2

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: June 26, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer and Interim Chief Financial Officer

3

FAQ

Why is FOXO (FOXO) issuing more than 20% of new shares?

Items 1-7 authorize conversions of preferred stock, convertible notes, an exchange agreement, and related fees that together may exceed 20% of outstanding common shares, as required to comply with NYSE American Section 713.

What voting power approved these actions for FOXO (FOXO)?

A single stockholder holding approximately 82.08% of FOXO’s voting rights delivered the written consent dated June 23, 2025.

What reverse split did FOXO (FOXO) authorize and by when?

Item 9 permits a reverse stock split at a ratio of 1-for-1.99 to be implemented any time before November 6, 2025 at the board’s discretion.

When will the share issuances and reverse split become effective?

They become effective 20 days after the definitive Schedule 14C is mailed; the preliminary filing was submitted on June 26, 2025.

Which FOXO director will receive shares and how many?

Director Bret Barnes is slated to receive 40,000 shares of Class A common stock under his independent director agreement (Item 8).