FOXO TECHNOLOGIES A 8-K Filings

FOXO Technologies Inc., through its subsidiary Vector BioSource, Inc., has entered into a definitive agreement to acquire four U.S.-based blood collection centers from Grifols Bio Supplies, Inc. in an asset purchase including an upfront cash payment and a potential earnout tied to EBITDA targets in 2026, 2027 or 2028.

The acquisition is intended to create a proprietary source of bio-products and support new FDA licensure that is expected to expand Vector’s accessible market. Based on historical information and current estimates, FOXO states the acquisition should add over $10 million in net revenues during the twelve months following closing, although actual results may differ materially. Closing is anticipated in the third or fourth quarter of 2026, subject to customary closing conditions, including required FDA licensure and other regulatory authorizations.

FOXO Technologies Inc., through its subsidiary Vector BioSource, Inc., agreed to acquire certain assets and assume certain liabilities tied to four U.S.-based blood collection centers from Grifols Bio Supplies, Inc. The asset purchase agreement provides for $3,500,000 in cash at closing plus a contingent earn-out of up to $1,000,000 in cash.

The full earn-out becomes payable if the acquired business generates EBITDA of $1,500,000 or more in any single calendar year during 2026–2028. Closing is subject to customary conditions and to Vector obtaining its own FDA license, CLIA certifications in relevant states, and a Miami waste-management permit. Either party may terminate if closing has not occurred within nine months after July 22, 2026, and the company currently anticipates closing in the third or fourth quarter of 2026.

FOXO Technologies provided a mid-year update highlighting strong early-2026 operating momentum and capital-structure changes. Net revenues were approximately $5.1 million for the three months ended March 31, 2026, compared with $3.2 million a year earlier, while loss from operations narrowed to $0.3 million from $1.5 million.

The company completed a 1:3,000 reverse stock split, exchanged about $7.8 million in stated value of Series A Convertible Preferred Stock into non-convertible debt, and established a new epigenetics licensing arrangement that pays a 3% royalty on net revenues, capped at $1.3 million. Myrtle Recovery’s Oneida facility is operating near full capacity with an average daily census of 27.6 (about 92% occupancy), up from 7.4 in 2024, and annualized 2026 admissions of about 700. Big South Fork Medical Center remains the main revenue driver, projected to increase inpatient and swing bed admissions in 2026. The Vector BioSource unit is pursuing a potential acquisition that, if completed, is expected to add more than $10 million of annual revenue. FOXO is also exploring an uplisting of its Class A common stock to NYSE American or another exchange and intends to use its dividend-bearing Series E Preferred Stock for future acquisitions and capital raising.

FOXO Technologies Inc. has implemented a 1-for-3,000 reverse stock split of its Class A common stock. Every 3,000 pre-split shares have been combined into one share, with no change to the $0.0001 par value per share.

The reverse split became effective at 4:01 p.m. Eastern Time on June 30, 2026, and the stock began trading on a split-adjusted basis on July 1, 2026 under a new CUSIP (351471602) and temporary symbol FOXOD. No fractional shares are issued; any fractional amounts are rounded up to the nearest whole share.

The company states the split is intended to increase the per-share price to support a potential quotation on OTCQB, which requires a sustained price of at least $0.01, and could also be a step toward a potential uplisting to a recognized exchange if listing requirements are met. Outstanding stock options, warrants, and equity incentive plans will be proportionately adjusted, and FOXO does not expect any impact on current or future business operations.

FOXO Technologies Inc. entered into a Strategic Technology License Agreement with founder Jon R. Sabes and LongevityFP Technologies, LLC. The deal grants LongevityFP Technologies an exclusive worldwide license to commercialize FOXO’s epigenetics intellectual property, including two issued U.S. patents, datasets, and machine learning models.

LongevityFP Technologies will pay FOXO a royalty equal to 3% of net revenues from the licensed technology, capped at $1.3 million, and receives a ten-year exclusive option to acquire majority ownership of FOXO Labs, Inc. Depending on the option structure, FOXO would retain a 40% equity interest in the resulting epigenetics enterprise. The agreement includes mutual releases and resolves prior matters between the parties.

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.

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.

FOXO Technologies Inc. is amending its charter to increase its authorized capital to 25,020,000,000 shares. This will consist of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of Preferred Stock, each with a par value of $0.0001 per share.

The Certificate of Amendment was authorized and approved by stockholders and adopted in accordance with Sections 212 and 242 of the Delaware General Corporation Law. It is scheduled to become effective upon filing with the Delaware Secretary of State on May 3, 2026.

FOXO Technologies Inc. reported a leadership change in its finance function. On March 18, 2026, Chief Financial Officer and Principal Financial and Accounting Officer Sylwia Nowak Hauman resigned, citing concerns about the company’s internal control environment, financial reporting processes, and staffing of the finance team. The company states it disagrees with these characterizations and believes its controls, reporting processes, and staffing are adequate and significantly improved under current management, and it emphasizes its commitment to timely SEC reporting, including the upcoming 10-K. On March 24, 2026, FOXO appointed Celene Laurene Rattray Grant, a CPA with over 15 years of experience and prior consulting roles with the company, as the new Chief Financial Officer. Ms. Grant will receive a base salary of $200,000 and be eligible for a discretionary annual bonus of up to $25,000.

FOXO Technologies Inc. agreed to convert $200,000 of short-term advances from Rennova Health into 8,000 shares of Series E Cumulative Redeemable Secured Preferred Stock at a stated value of $25 per share. This eliminates the recorded payable and replaces it with preferred equity held by Rennova.

The deal is a related party transaction because CEO Seamus Lagan controls both companies. Disinterested directors reviewed and approved the terms, concluding they were fair to FOXO and its unaffiliated stockholders. The Series E shares are being issued in a private, unregistered offering under Section 4(a)(2) and/or Regulation D, with Rennova participating as an accredited investor.

FOXO Technologies Inc. increased its authorized shares of common stock from 2,500,000,000 to 10,000,000,000 by filing a Certificate of Amendment to its Certificate of Incorporation in Delaware, effective January 18, 2026. This step allows the company to issue significantly more shares in the future if it chooses.

The company also reported that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded its clinical capabilities through new inpatient tele-specialty services and added cardiac diagnostics, according to a January 20, 2026 press release furnished as an exhibit.

FOXO Technologies Inc. reported that it amended the certificates of designation for its Series B and Series C Cumulative Convertible Redeemable Preferred Stock. The amendments change the conversion price so it equals the higher of $0.0001 or 90% of the average VWAP of the five trading days immediately before a holder submits a conversion notice, and they remove the mandatory conversion feature. The amendments also allow dividends paid on the Company’s Series E Cumulative Redeemable Secured Preferred Stock without being restricted by Section 3(d).

The Company also disclosed that Rennova Health, Inc., which is controlled by FOXO’s CEO and held approximately 98.6% of the Company’s voting rights as of December 16, 2025, approved certain actions by written consent and, on a non-binding basis, ratified the appointment of Kreit & Chiu CPA LLP as auditor for 2025. These approved items will become effective 20 days after the definitive Schedule 14C information statement is mailed to stockholders.

FOXO Technologies Inc. furnished a current report stating that Chief Executive Officer Seamus Lagan has provided a year-end review to shareholders. The review was delivered through a press release dated December 15, 2025, which is attached as Exhibit 99.1 and incorporated by reference.

The company specifies that the information under Item 7.01, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to Section 18 liability and is not automatically incorporated into other securities filings unless specifically referenced. The report also includes a standard caution that the year-end review and related communication may contain forward-looking statements, which involve risks and uncertainties and speak only as of the date of the report.

FOXO Technologies Inc. reported that its behavioral health subsidiary, Myrtle Recovery Centers, was honored by the Rural Health Association of Tennessee at the RHA Annual Conference Awards Luncheon on December 9, 2025. The recognition highlights Myrtle Recovery Centers’ role in behavioral health services within rural communities.

The company shared this news through a press release, which is included as Exhibit 99.1. FOXO stated that the information is being furnished under Regulation FD and is not deemed filed for liability purposes under the Exchange Act or automatically incorporated into other securities filings.

FOXO Technologies Inc. filed amendments to its Certificate of Incorporation affecting two preferred stock series. For the Series D Cumulative Convertible Redeemable Preferred Stock, the conversion price is revised to the higher of $0.0001 (not adjusted for stock splits, dividends, or combinations) or 90% of the average VWAP over the five trading days immediately before a holder submits a Conversion Notice.

For the Series E Cumulative Redeemable Secured Preferred Stock, the company clarified that dividends are paid semi-annually, rather than quarterly. These updates were filed on October 29, 2025, via Amended and Restated Certificates of Designation and are incorporated by reference as Exhibits 3.1 and 3.2.

FOXO Technologies Inc. amended its Certificate of Incorporation to increase authorized shares of Class A common stock from 500,000,000 to 2,500,000,000. The amendment, previously authorized and approved by stockholders, became effective on October 22, 2025 with the Delaware Secretary of State.

This change expands the number of shares the company may issue in the future; it does not by itself issue any shares or raise capital. A copy of the amendment is filed as Exhibit 3.1.

FOXO Technologies Inc. reported two key corporate updates. The company appointed Sylwia Nowak Hauman as Chief Financial Officer (Principal Financial and Accounting Officer), with an annual salary of $200,000 and a potential bonus of $25,000. She brings more than 25 years of finance leadership experience across pharmaceutical, biotech, and other regulated industries.

FOXO also filed an Amended and Restated Certificate of Designation for its Series A Cumulative Convertible Redeemable Preferred Stock. The amendment increases authorized Series A Preferred shares to 50,000, changes voting rights so each share’s votes equal its Stated Value divided by $0.0001, and revises the conversion price to the higher of $0.0001 or 90% of the average VWAP over the five trading days before a conversion notice. It also allows cash dividends to be paid to holders of the company’s Series E Cumulative Redeemable Secured Preferred Stock.

FOXO Technologies Inc. completed the acquisition of Vector Bio Source Inc. through a stock purchase agreement that closed on September 19, 2025. The sellers of Vector received $500,000 in cash, 60,000 shares of FOXO’s Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase up to $2,000,000 of Class A Common Stock at an exercise price of $0.00517 per share. Following the transaction, Vector became a wholly owned subsidiary of FOXO Acquisition Corporation, and a consolidated subsidiary of FOXO Technologies. The preferred shares and warrants were issued in a private offering relying on Section 4(a)(2) and Rule 506(b), with no sales commissions paid. FOXO also issued a press release on September 22, 2025 announcing the closing of the acquisition.

FOXO Technologies Inc. reports that its majority stockholder, Rennova Health, Inc., which is controlled by the company’s CEO, approved certain corporate actions by written consent as of September 10, 2025. Rennova Health held approximately 56.71% of FOXO’s voting rights directly or through proxy on that record date, giving it the ability to approve these matters without a stockholder meeting.

The company plans to file a preliminary Information Statement on Schedule 14C and then mail a definitive Schedule 14C to stockholders of record as of the same date. The approved items will become effective 20 days after the mailing of the definitive Information Statement, with further details to be provided in that document.

FOXO Technologies Inc. entered into a Stock Purchase Agreement to acquire all shares of Vector BioSource Inc. through its wholly owned subsidiary. At closing, the Vector sellers will receive $500,000 in cash, 60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock, and three-year warrants to purchase up to $2,000,000 of Class A common stock at an exercise price set at the prior trading day’s closing price plus 10%. They may also receive an additional 80,000 Series E preferred shares on or before 120 days after the second anniversary, tied to at least $4,000,000 of Qualifying Revenue, with a formula to reduce that amount if revenues fall short, and full issuance if a Change of Control occurs earlier. Closing depends on due diligence, final warrant and employment terms, a 12‑month budget, and Company funding of up to $1.2 million for Vector’s cash needs.

FOXO Technologies Inc. reported that it has signed a stock purchase agreement to acquire Vector Biosource Inc., a provider of information, data and biospecimen sourcing services to the biotechnology, clinical research and pharmaceutical research industries. The company shared this update via a furnished press release under a Regulation FD disclosure, meaning it is treating the announcement as general information rather than as filed financial data. The filing also highlights that statements about the acquisition and future performance are considered forward-looking and subject to risks and uncertainties.

FOXO Technologies, Inc. filed an 8-K disclosing an Item 3.01 event and partial transaction details for the purchase of RCHI. The filing lists tangible assets acquired of $14,274,919 and shows a payable of $5,132,928 described as "Payable to RHI for purchase of RCHI."

The document also displays asset line items including Goodwill $25,463,948 and a combined current liabilities figure of $6,974,811 (with $1,841,883 shown separately). The filing appears focused on the acquisition accounting presentation and discloses commitments and contingencies but is fragmentary and lacks complete narrative context or transaction terms.

FOXO Technologies Inc. disclosed that NYSE Regulation has determined to commence proceedings to delist its Class A common stock from NYSE American under Section 1003(f)(v) of the NYSE American Company Guide, citing the low selling price of the Class A shares. The company attached a press release as Exhibit 99.1 and furnished the information under Item 7.01.

The filing states the disclosure is being furnished, not filed, and includes a standard cautionary statement about forward-looking statements. The report also indicates the registrant is identified as an emerging growth company.

FOXO Technologies Inc. (NYSE American: FOXO) filed an 8-K (Item 7.01) on 6-Aug-2025 disclosing two M&A updates. The company has signed a non-binding agreement to acquire an assisted-living and memory-care facility in South Florida. In addition, management states it is in the advanced stages of negotiating a definitive agreement to purchase Vector Biosource, Inc., a transaction previously announced.

The filing furnishes, rather than files, a press release (Ex. 99.1); therefore the information is not subject to Section 18 liabilities and is excluded from incorporation by reference unless specifically included elsewhere. No purchase price, financing details, or closing timelines were provided. All statements are forward-looking and contingent on concluding definitive agreements; closing remains uncertain.

FOXO Technologies filed an 8-K announcing a Charter Amendment that executed a 1-for-1.99 reverse stock split of its Class A common stock. The split became effective at 4:01 p.m. ET on 27 Jul 2025; shares began trading on a post-split basis on 28 Jul 2025 under new CUSIP 351471 503 while retaining ticker FOXO on NYSE American. Every 1.99 pre-split shares were combined into one share, keeping the $0.0001 par value unchanged. Fractional positions were rounded up to the next whole share, eliminating fractional holdings.

The reverse split roughly halves the public float, a measure typically used to elevate the market price and maintain exchange listing compliance. No other financial results, transactions, or operational changes were disclosed. Exhibit 3.1 contains the full Certificate of Amendment, and Exhibit 104 supplies the Inline XBRL cover data.

FOXO Technologies (NYSE:FOXO) amended its Certificate of Incorporation on June 25 2025 to authorize up to 4,000,000 shares of Series E Cumulative Redeemable Secured Preferred Stock. The new series carries a $25.00 liquidation preference, semi-annual cumulative cash dividends plus stock dividends, is non-voting and non-convertible, and is secured by the stock of wholly-owned FOXO Acquisition Corp. The authorization gives the board flexibility to raise roughly $100 million in preferred equity while ranking senior to common stock. A press release (Ex. 99.1) announcing the designation was furnished under Item 7.01; no financial statements were included.

FOXO Technologies (NYSE American: FOXO) filed an 8-K reporting that a stockholder holding 82.08% of voting power delivered written consent approving nine share-related actions.

• Items 1-7: Authorize issuance of >20% of outstanding shares upon conversion of Series A-D preferred stock, convertible notes, an exchange agreement, finder fees and inducement shares, satisfying NYSE American Section 713.
• Item 8: Issue 40,000 shares to director Bret Barnes under his agreement, per Section 711.
• Item 9: Permit a reverse stock split at a 1-for-1.99 ratio any time before 6 Nov 2025 at the board’s discretion.

A preliminary Schedule 14C has been filed; actions become effective 20 days after mailing the definitive statement.