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2026-05-27
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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 27, 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 27, 2026, FOXO Technologies Inc. (the “Company”), together with its wholly-owned subsidiary, FOXO Labs,
Inc. (“FLI”), entered into a Strategic Technology License Agreement (the “Agreement”) with Jon
R. Sabes, the Company’s founder, and LongevityFP Technologies, LLC, a Minnesota limited liability company controlled by Mr. Sabes
(“LongevityFP Technologies”).
The
material terms of the Agreement are as follows:
(i)
License. The Company and FLI granted LongevityFP Technologies an exclusive, worldwide license to commercialize the Company’s
epigenetics intellectual property portfolio, including two issued U.S. patents (U.S. Patent Nos. 11,795,495 and 11,817,214), a 13,000+
individual epigenetic dataset, proprietary machine learning models and algorithms, and related work product and arrangements (collectively,
the “Licensed IP”).
(ii)
Royalty. LongevityFP Technologies will pay the Company a royalty equal to 3% of net revenues derived from commercialization of
the Licensed IP, subject to an aggregate cap of $1,300,000.
(iii)
Acquisition Option. LongevityFP Technologies received an exclusive, irrevocable ten-year option to acquire majority ownership
of FLI. Upon a “Track A” exercise, LongevityFP Technologies acquires 100% of FLI and issues the Company a preferred membership
interest representing 40% of LongevityFP Technologies’s fully diluted common equity. Upon a “Track B” exercise, FLI
issues LongevityFP Technologies 60% of FLI’s fully diluted equity, with the Company retaining 40%.
(iv)
IP Retention. The Company retains ownership of FLI and the Licensed IP throughout the license period.
(v)
Mutual Releases. The Agreement includes mutual releases between the Company and Mr. Sabes and resolves all prior matters between
the parties.
The
foregoing description is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which
is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
Item
7.01 Regulation FD Disclosure.
On
May 28, 2026, the Company issued a joint press release announcing its entry into the Strategic Technology License Agreement with Mr.
Jon R. Sabes and LongevityFP Technologies, LLC, as described under Item 1.01 above. 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 |
| 10.1 |
|
Strategic
Technology License Agreement, dated as of May 27, 2026, by and among FOXO Technologies Inc., FOXO Labs, Inc., Jon R. Sabes,
and LongevityFP Technologies, LLC (Certain schedules and exhibits have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally omitted materials to the SEC upon request.) |
| 99.1 |
|
Joint Press Release dated May 28, 2026 |
| 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 28, 2026 |
By: |
/s/
Seamus Lagan |
| |
Name:
|
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
FOXO
TECHNOLOGIES, INC., FORMS STRATEGIC PARTNERSHIP WITH LONGEVITYFP TECHNOLOGIES, LLC. TO COMMERCIALIZE FOXO’S EPIGENETICS TECHNOLOGY
WEST
PALM BEACH, FL and MINNETONKA, MN, May 28, 2026 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (OTC: FOXO) (the “Company”)
and LongevityFP Technologies, LLC. (“LFP”) today jointly announced a strategic partnership to commercialize the Company’s
pioneering epigenetics technology. The partnership is in the form of an exclusive license agreement (the “Agreement”) whereby
the Company’s epigenetics-related technology including the Company’s two patents and related intellectual property, will
be licensed to LFP.
LongevityFP
Technologies, LLC., is owned and operated by Jon R. Sabes, the named inventor on the platform’s core patents and the original architect
of the Company’s epigenetics underwriting platform. Jon is the founder of FOXO’s predecessor entity, and served as the Company’s
chief executive officer through 2022.
In
connection with the Agreement, LFP will pay FOXO a royalty of three percent (3%) of LFP’s net revenues, subject to an aggregate
cap of $1.3 million. In addition, LFP has been granted an option, exercisable within ten (10) years, to acquire majority ownership of
the Company’s subsidiary, FOXO Labs, Inc. (“FOXO Labs”). FOXO Labs owns substantially all of the Company’s epigenetics-related
intellectual property, including the Company’s two issued patents, pending applications, proprietary datasets and models, and related
intellectual property. The option if exercised, will provide FOXO with a 40% equity interest in the resulting epigenetics enterprise,
as defined in the Agreement. The agreement resolves all prior matters between the parties and creates an opportunity to commercialize
the technology and create value.
Mr.
Sabes has expertise in modernizing the archaic underwriting process used by the life insurance industry, which still requires blood and
urine specimen collection for the sale of its permanent life insurance products. He believes the epigenetics technology can replace the
existing high-volume invasive diagnostics with a modern non-invasive alternative.
FOXO
Benefits
| ● | Revitalized
effort to commercialize its epigenetic technology |
| ● | Upside
through a 40% equity interest in the resulting epigenetics enterprise |
| ● | Allows
FOXO senior management to focus on its core healthcare services operations |
LFP
Benefits
| ● | Reunion
of the technology platform with its inventor and original architect |
| ● | Commercialization
with advanced AI and recent research validating the predictive power of epigenetic biomarkers |
| ● | Exclusive,
worldwide, rights to commercialize a validated and patented epigenetics technology |
| ● | Renewed
commercial opportunity driven by advances in artificial intelligences |
Seamus
Lagan, Chief Executive Officer of FOXO, explained, “We are excited to join forces with former FOXO CEO, Jon Sabes. FOXO’s
epigenetics technology has not been commercialized over the last few years under the FOXO Technologies Inc. corporate structure. By entering
into this agreement with Sabes the technology is being reunited with its visionary and founder, creating a practical pathway to unlock
value from the technology while materially improving the Company’s financial and strategic position.”
“I
am thrilled to be reunited with this pioneering technology, on which I am the named inventor and co-creator on U.S. Patent Nos. 11,795,495
and 11,817,214. Recent advances in artificial intelligence, combined with newly published research demonstrating the predictive power
of epigenetic DNA methylation patterns as biomarkers of biological aging, have strengthened the original business case on which FOXO
was founded. I am grateful for the opportunity and committed to working diligently to create value for FOXO and its stockholders.”
stated Jon R. Sabes, Managing Member of LongevityFP Technologies, LLC.
About
FOXO Technologies Inc. (“FOXO”)
FOXO
owns and operates four key subsidiaries.
Rennova
Community Health, Inc., owns and operates Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), a critical access
designated (CAH) hospital in East Tennessee.
Myrtle
Recovery Centers, Inc., a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for medically supervised
withdrawal treatment and residential treatment and outpatient services for MAT and OBOT programs.
Vector
BioSource, Inc. is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical
research industries.
FOXO
Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology
and product solutions for various industries.
For
more information about FOXO, visit www.foxotechnologies.com. The Company will file a Current Report on Form 8-K with the Securities and
Exchange Commission containing additional information about the partnership and the strategic technology license agreement.
About
LongevityFP Technologies, LLC (“LFP”)
LongevityFP
Technologies, LLC was formed to commercialize advanced epigenetic underwriting technology for the life insurance industry. Jon R. Sabes
serves as Chief Executive Officer.
Forward-Looking
Statements
This
press release is jointly issued by FOXO Technologies Inc. and LongevityFP Technologies, LLC, and contains forward-looking statements
made by, or attributable to, each of them. Forward-looking statements include those that use words such as “expects,” “anticipates,”
“believes,” “intends,” “plans,” “projects,” “estimates,” “may,”
“will,” “should,” “could,” or similar expressions. These statements are not historical facts, including
statements about FOXO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks
and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking
statement. These factors include, but are not limited to the risk of changes in the competitive and highly regulated industries in which
FOXO operates; variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business;
the ability to implement FOXO’s business plans, forecasts, and other expectations; the ability to obtain financing; the risk that
FOXO has a history of losses and may not achieve or maintain profitability in the future; the enforceability of FOXO’s intellectual
property, including its patents and the potential infringement on the intellectual property rights of others; and the risk of downturns
and a changing regulatory landscape in the highly competitive industries in which FOXO operates. The foregoing list of factors is not
exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in FOXO’s most
recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and in other documents
FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no
obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise.
Contact:
FOXO
Technologies Inc.
Sebastien
Sainsbury
ssainsbury@foxotechnologies.com
(561)
485-0151
LongevityFP
Technologies, LLC
Jon
Sabes
jsabes@longevityfp.com
(612)
388-2223
