Welcome to our dedicated page for FOXO TECHNOLOGIES SEC filings (Ticker: FOXO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The FOXO Technologies Inc. (FOXO) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, including Current Reports on Form 8-K and other key documents filed with the U.S. Securities and Exchange Commission. These filings describe material events affecting FOXO’s healthcare, biospecimen and biotechnology businesses, as well as its capital structure and governance.
Corporate actions and capital structure are a recurring focus of FOXO’s 8-K filings. The company reports amendments to its Certificate of Incorporation to increase authorized shares of Class A common stock and preferred stock, as well as Amended and Restated Certificates of Designation for its Series A, B, C, D and E preferred stock. These documents outline changes to conversion prices, voting rights, and dividend terms, and explain how preferred stock relates to FOXO’s acquisition vehicle, FOXO Acquisition Corporation (FAC).
Filings also cover equity and listing-related events, such as the approval of a 1-for-1.99 reverse stock split of FOXO’s Class A common stock aimed at supporting NYSE American continued listing requirements, and subsequent disclosure that NYSE Regulation initiated proceedings to delist FOXO’s common stock due to minimum price rules, with trading moving to the OTC market under the symbol FOXO.
Investors can review transaction-related filings, including Forms 8-K describing the stock purchase agreement and closing of the acquisition of Vector BioSource, Inc. These filings summarize consideration paid in cash, Series E Cumulative Redeemable Secured Preferred Stock and warrants, and explain conditions such as revenue-based earn-out provisions and funding commitments for Vector’s growth budget.
FOXO’s 8-Ks also address governance and control matters, including written consents by a majority stockholder (Rennova Health, Inc.) approving increases in authorized share capital and the election of directors, as well as the appointment of a Chief Financial Officer and the non-binding ratification of the company’s independent registered public accounting firm.
On Stock Titan, FOXO filings are supplemented with AI-powered summaries that highlight key terms in these documents, helping readers quickly understand amendments to preferred stock designations, reverse stock split mechanics, acquisition structures and shareholder approvals. Users can use this page to locate FOXO’s 8-Ks that reference press releases, reverse stock split details, preferred stock amendments and other material corporate events, and to track how these regulatory disclosures relate to the company’s healthcare and biotechnology operations.
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
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 its Q3 2025 report, showing sharp top-line growth alongside continued losses and liquidity pressure. Net revenues were
After large deemed preferred dividends, net loss to common stockholders was
The company’s Class A common stock was delisted from NYSE American on August 22, 2025 and began trading on OTC Markets on August 13, 2025 under “FOXO.” Reverse stock splits of 1‑for‑10 (April 28, 2025) and 1‑for‑1.99 (July 27, 2025) were implemented. Shares outstanding were 108,866,549 as of September 30, 2025; as of November 7, 2025, Class A shares outstanding were 526,520,303.
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
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. filed a Form D notice for a Regulation D exempt offering stating total amount sold of
The filing reports 2 total investors to date, a stated minimum investment of
FOXO Technologies Inc. reported two key corporate updates. The company appointed Sylwia Nowak Hauman$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. obtained written consent from its board and a majority voting stockholder to amend its Certificate of Incorporation to increase authorized Class A common stock from 500,000,000 to 2,500,000,000 shares. The board may implement this increase any time before March 31, 2026 by filing a Certificate of Amendment in Delaware, at its sole discretion.
As of the September 10, 2025 record date, FOXO had 76,667,410 common shares outstanding, but a total of 2,487,646,350 common shares were outstanding or reserved for stock plans, convertible debt, preferred stock, and warrants. The company explains that more authorized shares are needed to satisfy existing financing terms and to support potential future financings, debt settlements, equity incentives, and acquisitions. The filing also notes that additional shares could dilute existing holders and might be used to help deter hostile takeover attempts.
FOXO Technologies Inc. obtained written consent from its Board and a majority voting stockholder to amend its charter to permit a reverse stock split of its common stock at a ratio between 1-for-10 and 1-for-500. The Board may choose the exact ratio and timing, any time before July 31, 2026, by filing a certificate of amendment in Delaware.
The reverse split is intended to raise FOXO’s very low OTC trading price to help meet the $0.01 OTCQB quotation threshold, potentially broaden institutional interest, and reduce certain costs. Based on 67,167,410 common shares outstanding as of September 2, 2025, the split would leave between 6,716,741 and 134,334 shares outstanding, while authorized common shares remain 500,000,000, increasing authorized but unissued capacity. Fractional shares will be rounded up to the nearest whole share, and stockholders’ percentage ownership and voting rights are expected to remain proportionate.
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.