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

Rhea-AI Filing Summary

ReTo Eco-Solutions, Inc. (RETO) filed a second amendment to its April 25 2025 Form 6-K to add the consent of its independent auditor, Wei, Wei & Co., LLP (Exhibit 23.1). The original 6-K and first amendment had disclosed and provided financials for ReTo’s acquisition of 5,100 ordinary shares of MeinMalzeBier Holdings Limited, completed the same day. No financial statements, pro-forma data, or transaction terms have been revised; the sole purpose of this filing is to supply the auditor’s consent so that the earlier financial information can be incorporated by reference into ReTo’s effective registration statements on Forms F-3 (File Nos. 333-267101 & 333-282314) and S-8 (File Nos. 333-270355 & 333-280119). The amendment is purely administrative and does not introduce new operational or financial developments.

Insights

Corporate Governance Analyst

TL;DR: Neutral, administrative 6-K/A only adds auditor consent; no financial impact.

This 6-K/A is a housekeeping item. Adding Wei, Wei & Co., LLP’s consent ensures that previously issued audited financials related to the MeinMalzeBier share exchange remain valid for pending F-3 and S-8 offerings. Because neither financial figures nor deal terms change, the filing has no direct valuation or cash-flow implications. Investors should view the amendment as compliance-driven, not a signal of operating performance or strategic shift.

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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): July 31, 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 July 31, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), issued a press release which announced that its behavioral health subsidiary, Myrtle Recovery Centers, Inc., has renewed its operating license for its Oneida, TN location for another year. 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 July 31, 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: July 31, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

Why did RETO file an amended Form 6-K/A on 31 July 2025?

To attach Wei, Wei & Co., LLP’s consent (Exhibit 23.1) to the previously filed 6-K covering the MeinMalzeBier share exchange.

Does this amendment change any financial statements for ReTo Eco-Solutions (RETO)?

No. The filing expressly states that only the auditor consent is new; all prior financial data remain unchanged.

What exhibit was added in the 6-K/A?

Exhibit 23.1, the consent of independent registered public accounting firm Wei, Wei & Co., LLP.

Are ReTo’s registration statements affected by this filing?

Yes. The consent is incorporated by reference into ReTo’s active F-3 and S-8 registration statements to keep them current.

When did the MeinMalzeBier share exchange close?

The transaction closed on 25 April 2025, the same day the original Form 6-K was filed.