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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 9, 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 |
|
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
1.01 Entry into a Material Definitive Agreement.
Vector
Bio Source Acquisition
On
September 9, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into the Stock Purchase
Agreement (the “SPA”) with Vector BioSource 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”). Pursuant to the SPA, upon closing, the Sellers will exchange 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”), (iii) three year warrants to purchase up to $2,000,000 of the Company’s Class A Common Stock (the
“Common Stock”) with an exercise price equal to the closing price of the Common Stock on the trading day immediately
prior to closing, plus 10%, and (iv) 80,000 shares of Series E Preferred Stock to be issued to the Sellers on or before 120 days after
the two-year anniversary of the closing; provided that, such shares will only be issued in the event that the Qualifying Revenue (as
defined in the SPA) of the Business (as defined in the SPA) during the 12-month period between the first and second anniversary of the
closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected
by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued
to the Sellers will be reduced by an amount equal to one share for each $25 of Qualifying Revenues less than $4,000,000 collected by
such date; and, provided, further, if a Change of Control (as defined in the SPA) of the Company occurs prior to the two-year anniversary
of the closing, all of the 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control.
See the Company’s Form 8-K, filed on June 27, 2025, for a description of the Company’s Series E Preferred Stock.
Pursuant
to the SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at
fair market value as determined by a third party and subject to a floor.
Closing
of the SPA is subject to deliverables and conditions referenced in the SPA including but not limited to: (i) completion of due diligence,
(ii) finalization of warrant terms and employment agreements with the Sellers and, (iii) agreement of a 12-month budget following closing
with the Sellers and funding of up to $1.2 million to fund Vector’s cash requirements thereof.
A
copy of the SPA is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 1.01 of Current Report on Form
8-K.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| 99.1 |
|
Stock Purchase Agreement dated September 9, 2025 by, between, and among FOXO Technologies Inc., Vector Bio Source Inc., stockholders of Vector, and FOXO Acquisition Corporation |
| 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 15, 2025 |
By: |
/s/
Seamus Lagan |
| |
Name: |
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
