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FOXO Technologies (FOXO) settles fees as majority backs reverse split

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FOXO Technologies Inc. reached a settlement with J.H. Darbie & Co. to resolve obligations under several prior agreements. The company will issue 400 shares of Series D Cumulative Convertible Redeemable Preferred Stock and pay $175,000 in seven monthly installments of $25,000 from May through December 2026. If FOXO misses payments, the unpaid balance may be converted into Class A common shares at 90% of the 20‑day volume‑weighted average price, capped by a 4.99% beneficial ownership limit. Separately, a majority stockholder controlled by the CEO, holding about 95.56% of voting rights as of May 18, 2026, approved a reverse stock split by written consent. The reverse split will become effective no earlier than 20 days after mailing a definitive Schedule 14C and remains subject to FINRA approval.

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Insights

FOXO cleans up legacy fees and prepares a reverse split.

FOXO settled all obligations to J.H. Darbie by issuing 400 Series D preferred shares and agreeing to pay $175,000 in cash over seven months. This removes uncertainty around multiple older agreements while adding a modest new preferred layer.

The settlement embeds equity‑linked features: payment defaults allow conversion of unpaid balances into Class A stock at 90% of the 20‑day VWAP, limited to 4.99% beneficial ownership. This could create incremental share issuance if the company struggles with installments.

A majority holder controlled by the CEO, with about 95.56% voting power as of May 18, 2026, has already approved a reverse split. Effectiveness depends on mailing the definitive Schedule 14C and FINRA approval, so investors will see the exact split mechanics in subsequent disclosures.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Preferred shares issued 400 shares Series D preferred Issued to J.H. Darbie under settlement
Cash settlement total $175,000 Aggregate cash payments to J.H. Darbie
Installment size $25,000 per month Seven equal monthly installments May–Dec 2026
Default conversion discount 90% of 20-day VWAP Price for converting unpaid balance to Class A stock
Beneficial ownership limit 4.99% Cap on J.H. Darbie ownership upon conversion
Majority voting control 95.56% Voting rights held by Rennova Health as of May 18, 2026
Reverse split waiting period 20 days minimum After mailing definitive Schedule 14C
Series D Cumulative Convertible Redeemable Preferred Stock financial
"issue to J.H. Darbie 400 shares of the Company’s Series D Cumulative Convertible Redeemable Preferred Stock"
piggyback registration rights financial
"J.H. Darbie is also entitled to piggyback registration rights with respect to shares issuable"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
accredited investor regulatory
"J.H. Darbie represented to the Company that it is an “accredited investor” as defined in Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Rule 506(b) of Regulation D regulatory
"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
Reverse Split financial
"The Reverse Split will then be effective no earlier than 20 days after the mailing."
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
Schedule 14C regulatory
"filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission"
Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.
Understanding 8-K Material Events →
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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): May 15, 2026

 

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
N/A        

 

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 1.01Entry into a Material Definitive Agreement.

 

On May 15, 2026, FOXO Technologies Inc. (the “Company”) entered into a Settlement Agreement and Release (the “Settlement Agreement”) with J.H. Darbie & Co., Inc. (“J.H. Darbie”) to resolve all amounts owed under the Finder’s Fee Agreement (as amended), the Advisory Agreement (as amended), and the Private Placement Agreement (as amended) (together, the “J.H. Darbie Agreements”), each of which had terminated pursuant to its terms.

 

Pursuant to the Settlement Agreement, in full and complete satisfaction of all present and future obligations to J.H. Darbie under the J.H. Darbie Agreements, the Company agreed to: (i) issue to J.H. Darbie 400 shares of the Company’s Series D Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), convertible into shares of the Company’s Class A Common Stock; and (ii) pay J.H. Darbie an aggregate of $175,000 in cash in seven equal monthly installments of $25,000, commencing no later than May 31, 2026, and continuing through December 31, 2026. In the event of a payment default, J.H. Darbie may elect to convert the then-outstanding unpaid balance into shares of Class A Common Stock at 90% of the 20-day volume-weighted average price, subject to a 4.99% beneficial ownership limitation. J.H. Darbie is also entitled to piggyback registration rights with respect to shares issuable upon conversion of the Series D Preferred Stock and upon any conversion of outstanding debt.

 

The parties exchanged mutual releases of all claims arising under the J.H. Darbie Agreements. The Settlement Agreement is governed by the laws of the State of New York.

 

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.02Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In connection with the Settlement Agreement, the Company issued 400 shares of Series D Preferred Stock to J.H. Darbie, convertible into shares of Class A Common Stock in accordance with the Series D Preferred Stock Certificate of Designation. In addition, in the event of a payment default under the Settlement Agreement, the then-outstanding unpaid balance of the cash payment obligation (and any accrued late fees) may become convertible into shares of Class A Common Stock at the election of J.H. Darbie as further described in Item 1.01 above.

 

The issuance of the foregoing securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. J.H. Darbie represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offering. No underwriters were engaged, and no commissions or other remuneration were paid in connection with the issuance of the foregoing securities. The securities are subject to restrictions on transfer under applicable federal and state securities laws.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

On May 18, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “Majority Stockholder”), a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “Written Consent”). The Board of Directors of the Company fixed May 18, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to execute a written consent approving the below action. As of the Record Date, the Majority Stockholder held approximately 95.56% of the Company’s voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved:

 

1.An amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s issued and outstanding Class A Common Stock (the “Common Stock”) at any time before November 30, 2026, at a ratio ranging from one-for-one thousand (1:1,000) to one-for-ten thousand (1:10,000) (the “Reverse Split”), with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors (the “Board”), without further approval or authorization of the Company’s stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split. For the avoidance of doubt, the reverse stock split previously approved by the Board on August 27, 2025 and by the Majority Stockholder on September 2, 2025 (as disclosed in the Company’s Preliminary Information Statement filed on Schedule 14C in September 2025) has been abandoned and will not be effected. For information regarding the circumstances giving rise to the current reverse split proposal, including the exchange of certain preferred stock for senior unsecured non-convertible promissory notes as disclosed in the Company’s Current Report on Form 8-K filed on May 18, 2026, stockholders are encouraged to review the Company’s recent filings with the SEC, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

 

The Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matter approved by the Majority Stockholder (the “PRE 14C”) on May 20, 2026 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 Reverse Split will then be effective no earlier than 20 days after the mailing. The Reverse Split is also subject to approval by the Financial Industry Regulatory Authority (“FINRA”), and the Company has filed the requisite application with FINRA. Further detail regarding  the Reverse Split is found in the PRE 14C.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

   Description of Exhibit
10.1   Settlement Agreement and Release, dated as of May 15, 2026, by and between FOXO Technologies Inc. and J.H. Darbie & Co., Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: May 22, 2026 By: /s/ Seamus Lagan
  Name: Seamus Lagan
  Title: Chief Executive Officer

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What settlement did FOXO (FOXO) reach with J.H. Darbie & Co.?

FOXO agreed to settle all obligations to J.H. Darbie by issuing 400 Series D preferred shares and paying $175,000 in cash. The cash is due in seven equal $25,000 monthly installments from May through December 2026, resolving several terminated agreements.

How is the FOXO (FOXO) cash settlement with J.H. Darbie structured?

FOXO will pay J.H. Darbie an aggregate of $175,000 in seven equal monthly installments of $25,000, starting no later than May 31, 2026 and continuing through December 31, 2026. These payments, plus 400 Series D preferred shares, fully satisfy prior obligations.

What are the conversion terms if FOXO (FOXO) defaults on settlement payments?

If FOXO defaults on the cash installments, J.H. Darbie may convert the then‑unpaid balance and accrued late fees into Class A common shares. The conversion price is 90% of the 20‑day volume‑weighted average price, subject to a 4.99% beneficial ownership cap.

Who approved the FOXO (FOXO) reverse stock split and how much control do they have?

Rennova Health, Inc., controlled by FOXO’s CEO, approved the reverse split by written consent as the majority stockholder. As of May 18, 2026, it held approximately 95.56% of FOXO’s voting rights directly or through proxy, allowing unilateral approval of the action.

When will the FOXO (FOXO) reverse stock split become effective?

The reverse split will become effective no earlier than 20 days after FOXO mails the definitive Schedule 14C information statement to stockholders of record as of May 18, 2026. It also requires approval from FINRA, for which the company has already filed an application.

Under what exemption did FOXO (FOXO) issue the Series D preferred shares?

FOXO relied on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D to issue the 400 Series D preferred shares. J.H. Darbie represented that it is an accredited investor, and no general solicitation, underwriters, or commissions were involved in the transaction.

Filing Exhibits & Attachments

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