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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 22, 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 |
|
N/A |
|
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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
September 23, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), appointed Sylwia Nowak Hauman
(age 50) as the Company’s Chief Financial Officer (Principal Financial and Accounting Officer).
Ms.
Hauman has more than 25 years of finance and administrative leadership expertise in public and private multi-billion and start-up companies
including extensive pharmaceutical and biotech experience from several multinational companies including Pearsanta, Aditxt (VP, Corporate
Controller from May 2022 to September 2024), Lonza, Air Liquide Advanced Materials (Controller from September 2018 to August 2020), Johnson
& Johnson, Accord Healthcare (Finance Director – Sales & Gross to Net from January 2020 to April 2022), and Alvogen as
well as FDA regulated companies such as, Unilever and Avon. She has served as VP of Finance at Payall Payment Systems, Inc. from September
2024 to the present. She has run and managed several international projects and helped design the Innovation Process Management method
to successfully develop and commercialize new technologies. Ms. Hauman is a Certified Accountant, holds a Master’s degree in finance
and Banking from Lodz University and is qualified in both US GAAP and IFRS.
There
are no family relationships between Ms. Hauman and any director, executive officer or person nominated or chosen by the Company to become
a director or executive officer.
Pursuant
to her appointment as Chief Financial Officer, the board of directors approved Ms. Hauman being paid an annual salary of $200,000 with
a possible bonus of $25,000.
| Item
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
September 22, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation (the “Certificate of
Incorporation”), in the form of an Amended and Restated Certificate of Designation (the “Amended Designation”)
of the Company’s previously designated “Series A Cumulative Convertible Redeemable Preferred Stock” (the “Series
A Preferred Stock”). The Amended Designation: increases the authorized shares of Series A Preferred stock to 50,000, revises
the voting rights to entitle the holder of Series A Preferred Stock to cast the number of votes determined by dividing the Stated Value
of such share of Series A Preferred Stock by $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock
splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock), revises the conversion price
to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately
prior to the date the Conversion Notice is tendered by the holder, and allows cash dividends to be paid to holders of the Company’s
Series E Cumulative Redeemable Secured Preferred Stock.
The
summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference
to the Amended Designation, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein
by reference.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| 3.1 |
|
Amended and Restated Certificate of Designation filed with the Delaware Secretary of State on September 22, 2025 |
| 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 26, 2025 |
By: |
/s/
Seamus Lagan |
| |
Name:
|
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
