FOXO Technologies (FOXO) swaps Series A preferred stock for senior unsecured notes

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

FOXO Technologies Inc. entered into two Exchange Agreements with institutional investors to restructure its Series A Cumulative Convertible Redeemable Preferred Stock into senior unsecured non-convertible promissory notes. Investor 1 exchanged 2,467.98834 Series A shares with a stated value of $2,467,988.34 for an equal principal amount note, and Investor 2 exchanged 5,307.09694 Series A shares with a stated value of $5,307,096.94 for a matching principal amount note.

The exchanged preferred shares are cancelled, and the investors no longer hold instruments with conversion rights to FOXO equity. Each Senior Note is non-interest bearing, unsecured, and matures on the earlier of May 12, 2027 or the occurrence of an Event of Default, with an 18% per annum default interest rate. The company agrees not to incur indebtedness senior to these notes, repayment is to occur upon completion of a public offering or up-listing to a recognized stock exchange, and proceeds are earmarked for working capital purposes.

Insights

FOXO replaces convertible preferred with unsecured notes, trading equity optionality for fixed claims.

FOXO Technologies Inc. exchanged all Series A Cumulative Convertible Redeemable Preferred Stock held by two institutional investors for senior unsecured non-convertible promissory notes matching the shares’ aggregate stated values of $2,467,988.34 and $5,307,096.94. The preferred shares are cancelled, eliminating these investors’ equity conversion rights.

The new Senior Notes are non-interest bearing, mature on May 12, 2027 or earlier upon an Event of Default, and carry an 18% default interest rate. FOXO commits not to incur indebtedness senior to these notes and to repay them upon a public offering or up-listing. Proceeds are designated for working capital, so this restructuring primarily shifts obligations from convertible preferred equity to unsecured debt with defined maturity and default terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Investor 1 exchange amount: $2,467,988.34 principal Investor 1 preferred shares: 2,467.98834 shares Investor 2 exchange amount: $5,307,096.94 principal +3 more

6 metrics

Investor 1 exchange amount $2,467,988.34 principal Senior unsecured non-convertible promissory note issued to Investor 1

Investor 1 preferred shares 2,467.98834 shares Series A Preferred Stock exchanged and cancelled

Investor 2 exchange amount $5,307,096.94 principal Senior unsecured non-convertible promissory note issued to Investor 2

Investor 2 preferred shares 5,307.09694 shares Series A Preferred Stock exchanged and cancelled

Note maturity date May 12, 2027 Final maturity for each Senior Note absent earlier Event of Default

Default interest rate 18% per annum Interest rate on Senior Notes upon an Event of Default

Key Terms

Series A Cumulative Convertible Redeemable Preferred Stock, senior unsecured non-convertible promissory note, Event of Default, Emerging growth company, +1 more

5 terms

Series A Cumulative Convertible Redeemable Preferred Stock financial

"each a holder of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”)."

senior unsecured non-convertible promissory note financial

"for a senior unsecured non-convertible promissory note of the Company in the principal amount of $2,467,988.34"

Event of Default financial

"Each Senior Note matures on the earlier of (i) May 12, 2027, or (ii) the occurrence of an Event of Default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

up-listing to a recognized stock exchange financial

"provided further that repayment shall be made upon completion of a public offering or up-listing to a recognized stock exchange."

Understanding 8-K Material Events →

05/18/2026 - 07:30 AM

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 12, 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 1.01 Entry into a Material Definitive Agreement.

On May 12, 2026, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into two Exchange Agreements (each, an “Exchange Agreement” and collectively, the “Exchange Agreements”), each dated as of May 12, 2026, by and between the Company and each of (i) an institutional investor (“Investor 1”) and (ii) a second institutional investor (“Investor 2” and, together with Investor 1, the “Holders”), each a holder of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”).

Pursuant to the Exchange Agreement with Investor 1, the Company agreed to exchange 2,467.98834 shares of Series A Preferred Stock of the Company with an aggregate stated value of $2,467,988.34 (the “Investor 1 Existing Securities”) (representing Investor 1’s total ownership) held by Investor 1 for a senior unsecured non-convertible promissory note of the Company in the principal amount of $2,467,988.34 (the “Investor 1 Note”). The Investor 1 Existing Securities are cancelled and of no further force or effect.

Pursuant to the Exchange Agreement with Investor 2, the Company agreed to exchange 5,307.09694 shares of Series A Preferred Stock of the Company with an aggregate stated value of $5,307,096.94 (the “Investor 2 Existing Securities” and, together with the Investor 1 Existing Securities, the “Existing Securities”) (representing Investor 2’s total ownership) held by Investor 2 for a senior unsecured non-convertible promissory note of the Company in the principal amount of $5,307,096.94 (the “Investor 2 Note” and, together with the Investor 1 Note, the “Senior Notes”). The Investor 2 Existing Securities are cancelled and of no further force or effect.

Following the completion of the exchanges described, the institutional investors no longer hold any instruments with conversion rights to equity in the Company.

Each Senior Note matures on the earlier of (i) May 12, 2027, or (ii) the occurrence of an Event of Default (as defined in the applicable Senior Note). The Senior Notes are non-interest bearing, unsecured obligations of the Company; provided, however, that the Company shall not incur any other indebtedness senior in preference to the Senior Notes while the Senior Notes are outstanding, and provided further that repayment shall be made upon completion of a public offering or up-listing to a recognized stock exchange. Upon an Event of Default, the applicable Senior Note may be accelerated and interest shall accrue at a default rate of 18% per annum. Proceeds from the Senior Notes are to be used for working capital purposes.

Copies of the Exchange Agreements and the Senior Notes are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and are incorporated herein by reference. The descriptions of the Exchange Agreements and the Senior Notes set forth herein do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
4.1		Senior Unsecured Non-Convertible Promissory Note, dated May 12, 2026, issued by FOXO Technologies Inc. to Investor 2 in the principal amount of $5,307,096.94.
4.2		Senior Unsecured Non-Convertible Promissory Note, dated May 12, 2026, issued by FOXO Technologies Inc. to Investor 1 in the principal amount of $2,467,988.34.
10.1		Exchange Agreement, dated as of May 12, 2026, by and between FOXO Technologies Inc. and Investor 1.
10.2		Exchange Agreement, dated as of May 12, 2026, by and between FOXO Technologies Inc. and Investor 2.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 18, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did FOXO (FOXO) announce in this 8-K?

FOXO exchanged all Series A Cumulative Convertible Redeemable Preferred Stock held by two institutional investors for senior unsecured non-convertible promissory notes. The preferred shares were cancelled, removing those investors’ equity conversion rights and replacing them with fixed principal debt obligations.

How much Series A Preferred Stock did FOXO (FOXO) exchange and for what amounts?

Investor 1 exchanged 2,467.98834 Series A shares with a stated value of $2,467,988.34 for a note of equal principal. Investor 2 exchanged 5,307.09694 Series A shares with a stated value of $5,307,096.94 for a matching principal note, cancelling all such preferred shares.

What are the key terms of FOXO’s new senior unsecured promissory notes?

Each Senior Note is a non-interest bearing, unsecured obligation maturing on the earlier of May 12, 2027 or an Event of Default. Upon default, interest accrues at 18% per annum. FOXO also agrees not to incur indebtedness senior to these notes while they remain outstanding.

Do the institutional investors still have rights to convert into FOXO (FOXO) equity?

After the exchanges, the institutional investors no longer hold instruments with conversion rights to FOXO equity. Their former Series A Preferred Stock holdings were fully cancelled and replaced with senior unsecured non-convertible promissory notes that provide only fixed principal repayment rights.

When and how must FOXO repay the new Senior Notes issued in this transaction?

Each Senior Note matures on May 12, 2027, unless an Event of Default accelerates payment earlier. The company also provides that repayment shall be made upon completion of a public offering or an up-listing of its securities to a recognized stock exchange.

How does FOXO (FOXO) plan to use proceeds associated with the Senior Notes?

The company states that proceeds from the Senior Notes are to be used for working capital purposes. This indicates the financing is intended to support FOXO’s general operational needs rather than earmarked for a specific acquisition or capital project.

Filing Exhibits & Attachments

25 documents

FOXO Technologies (FOXO) swaps Series A preferred stock for senior unsecured notes

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