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

Rhea-AI Filing Summary

FOXO Technologies Inc. (NYSE American: FOXO) filed an 8-K (Item 7.01) on 6-Aug-2025 disclosing two M&A updates. The company has signed a non-binding agreement to acquire an assisted-living and memory-care facility in South Florida. In addition, management states it is in the advanced stages of negotiating a definitive agreement to purchase Vector Biosource, Inc., a transaction previously announced.

The filing furnishes, rather than files, a press release (Ex. 99.1); therefore the information is not subject to Section 18 liabilities and is excluded from incorporation by reference unless specifically included elsewhere. No purchase price, financing details, or closing timelines were provided. All statements are forward-looking and contingent on concluding definitive agreements; closing remains uncertain.

Positive

• Strategic expansion: Intention to enter senior-care market and acquire Vector Biosource broadens revenue opportunities.
• Advanced negotiations: Management indicates definitive Vector Biosource agreement is "at an advanced stage," suggesting momentum toward closing.

Negative

• Non-binding status: Current agreements are preliminary; transactions may not materialize.
• No financial disclosure: Filing omits purchase price, funding sources, or expected financial impact, limiting visibility.

Insights

M&A Specialist

TL;DR: Non-binding deals hint at strategic pivot, but lack terms and certainty—investor impact currently neutral.

The announcement reveals intent to broaden FOXO’s footprint into senior housing and bolster biotech capabilities via Vector Biosource. While strategic diversification can unlock new revenue streams, the agreements are not definitive, contain no financial metrics, and could fail to close. Without valuation, funding structure, or synergies quantified, it is premature to model earnings accretion. I view near-term impact as neutral; materiality depends on future definitive terms.

Healthcare Services Analyst

TL;DR: Assisted-living target fits ageing-demographic trend, but execution risk high until deal terms emerge.

Entering senior-care operations could reposition FOXO from a pure-play tech company toward healthcare services, tapping stable occupancy-driven cash flows. Yet operational know-how, regulatory compliance, and capital intensity are significant hurdles. Investors should watch for purchase price relative to EBITDA, funding mix (debt vs. equity), and integration plans before reassessing valuation.

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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 6, 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 6, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), issued a press release which announced that it has executed a non-binding acquisition agreement to acquire an assisted living and memory care facility in South Florida and it expects to shortly confirm a definitive agreement that is at an advanced stage of completion for the acquisition of Vector Biosource, Inc., which was previously announced. 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 6, 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 6, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What did FOXO (FOXO) announce in its 8-K dated August 6, 2025?

The company disclosed a non-binding pact to buy a South Florida assisted-living facility and progress toward a definitive deal to acquire Vector Biosource.

Are the FOXO acquisitions definitive?

No. The assisted-living agreement is non-binding and the Vector Biosource deal is still being finalized.

Did FOXO reveal purchase prices or financing terms?

No financial terms, timelines, or funding details were provided in the filing.

Is the 8-K information considered “filed” or “furnished”?

The Item 7.01 disclosure is furnished, not filed, meaning it is exempt from Section 18 liability.

What risks are highlighted by FOXO’s forward-looking statements?

Management notes that closing depends on various unknown risks and uncertainties that could cause actual results to differ materially.