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. 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.
FOXO Technologies has announced major corporate actions approved by written consent of its majority shareholder on June 23, 2025. The key approvals include:
- Share Issuance Authorizations: Approval for converting multiple series of preferred stock (Series A, B, C, D) into Class A Common Stock, which may exceed 20% of outstanding shares
- Convertible Notes: Approval for issuing common shares from conversion of promissory notes and inducement shares
- Strategic Agreements: Approval for share issuances under the Smithline Family Trust II Exchange Agreement and J.H. Darbie finder's agreements
- Director Compensation: Approval to issue 40,000 common shares to director Bret Barnes
- Reverse Stock Split: Authorization for a 1:1.99 reverse split to be implemented before November 6, 2025
These actions are being taken to comply with NYSE American listing requirements, particularly Sections 711 and 713, regarding stockholder approval for significant share issuances and equity compensation arrangements. No stockholder meeting will be held as majority consent has been obtained.
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