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FOXO Technologies Inc. files its annual report for the year ended December 31, 2025, describing a diversified business spanning rural hospitals, behavioral health, life science specimen sourcing, and epigenetic labs. The company has expanded via acquisitions of Myrtle Recovery Centers, Rennova Community Health and Vector BioSource, and now operates a 25-bed Critical Access Hospital and related behavioral health facilities in Tennessee.
FOXO reports substantial net losses, a working capital deficit and significant debt, and its auditors raise substantial doubt about its ability to continue as a going concern. The report details heavy reliance on equity financing, difficulty accessing a $5.0 million equity line, prior intangible asset impairments in the epigenetics division, and high regulatory exposure across healthcare, life science services and lab activities. Control of voting power by a preferred stockholder and challenges completing a further reverse stock split weigh on capital structure flexibility and liquidity.
The Board and the holder controlling a majority of votes approved an amendment to increase authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000 shares. The approval was by unanimous board consent on March 20, 2026 and by written shareholder consent on March 27, 2026.
The Authorized Increase becomes effective when the Certificate of Amendment is filed with the Delaware Secretary of State after the 20-day mailing period required by Rule 14c-2(b). As of the Record Date the Company had 3,732,660,939 shares of Common Stock outstanding.
FOXO Technologies Inc. states that its Board and a majority holder approved an amendment to increase authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000 shares. The Board adopted the proposal on March 20, 2026 and the majority holder consented on March 27, 2026. The amendment becomes effective upon filing the Certificate of Amendment with the Delaware Secretary of State after the required 20‑day mailing period. As of the Record Date the company reported 3,732,660,939 shares of Common Stock outstanding and aggregate voting power of 196,232,517,288 votes. The Information Statement notes potential uses of the additional shares for conversions, financings, equity incentives, strategic transactions, and other corporate purposes.
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. is registering up to 1,000,000,000 shares of Class A Common Stock for potential resale by ClearThink Capital Partners under an equity purchase agreement. These shares may be issued to ClearThink at a discount to market and then resold over time.
FOXO will not receive any proceeds from ClearThink’s resales, though it may raise up to $5,000,000 by issuing stock to ClearThink through June 30, 2026 under the agreement. Class A Common Stock outstanding was 3,062,660,939 shares as of February 5, 2026, and could rise to 4,062,660,939 shares if all registered shares are issued.
The company discloses limited cash, substantial historical losses, going concern language from its auditor, prior reverse stock splits, delisting from NYSE American, thin OTC trading, and “penny stock” status. Risk factors emphasize significant potential dilution, pressure on the share price, and heavy voting control by preferred stock and RHI.
FOXO Technologies Inc. has filed an S-1 to register up to 1,000,000,000 shares of Class A Common Stock for potential resale by ClearThink Capital Partners under an equity purchase agreement. These shares are issuable over time as FOXO sells stock to ClearThink, which may then resell them.
The agreement allows ClearThink to purchase up to $5,000,000 of stock through June 30, 2026 at 90% of the average of the two lowest daily VWAPs in a five-day period. FOXO will not receive any proceeds from ClearThink’s resales, only from its own primary issuances under the agreement. FOXO had 3,062,660,939 shares outstanding as of February 5, 2026, and would have 4,062,660,939 shares if all registered shares are issued.
FOXO is repositioned as a healthcare services and technology company with three segments: Healthcare (rural hospital and behavioral health), Life Science Services (biospecimen sourcing through Vector), and Labs (epigenetic diagnostics). In 2024, FOXO generated net revenues of $4,051,601 and a net loss to common stockholders of $13,480,382, and its auditor raised substantial doubt about its ability to continue as a going concern. The company highlights dependence on external financing, penny-stock trading status, and potential dilution and price pressure from large resales under the ClearThink arrangement.
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. received a Schedule 13G showing that Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz together report beneficial ownership of 249,316,528 shares of FOXO common stock, representing 9.9% of the class as of 12/31/2025. The filing states that each reporting person has no sole voting or dispositive power, but shares voting and dispositive power over all 249,316,528 shares. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of FOXO, but instead are being reported on a passive basis.