FOXO TECHNOLOGIES INC. SEC Filings

FOXO Technologies Inc. obtained written consent from its majority stockholder, Rennova Health, Inc., to make major capital structure and governance changes without holding a shareholder meeting. The board and majority holder approved an amendment to raise authorized Class A common stock from 2,500,000,000 to 10,000,000,000 shares and preferred stock from 10,000,000 to 20,000,000 shares, with the board able to implement the increase any time before April 30, 2026. The company explains this larger pool is needed to cover conversions of existing preferred stock and convertible debt, warrant exercises, equity compensation, future financings, and potential acquisitions, while warning that future issuances could significantly dilute current holders and be used in anti-takeover defenses. The same written consent re-elected five directors, confirmed committee structures and independence determinations, and detailed executive and director pay, including significant service and separation arrangements for former interim executives and related-party software licensing with KR8.

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. is informing stockholders that its board and a majority stockholder have already approved major charter changes and director elections by written consent, so no meeting or vote will be held. The company plans an amendment to increase authorized Class A common stock from 2,500,000,000 to 10,000,000,000 shares and authorized preferred stock from 10,000,000 to 20,000,000 shares, effective any time before April 30, 2026 at the board’s discretion. As of the December 16, 2025 record date, FOXO had 1,750,216,495 common shares outstanding and 195,970,372,804 total voting power, with a majority stockholder holding about 98.60% of votes, allowing it to approve the changes unilaterally. The statement explains that additional authorized shares are intended to cover conversions of preferred stock and debt, warrant exercises, equity compensation, and future financings and strategic deals, and notes that future issuances could dilute existing holders and be used in anti-takeover defenses. The written consent also re-elects five directors and describes the company’s governance, board committees, executive and director pay, and equity incentive plans.

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 its Q3 2025 report, showing sharp top-line growth alongside continued losses and liquidity pressure. Net revenues were $3,548,352 for the quarter, up from $1,196,557 a year ago, and $11,936,645 for the nine months, helped by healthcare operations and $3.0 million from Tennessee’s Hospital Improvement Plan. Loss from operations was $(859,821) in Q3, and net loss attributable to FOXO was $(3,014,545) for the nine months.

After large deemed preferred dividends, net loss to common stockholders was $(14,142,882) in Q3. Cash was $628,557 at September 30, 2025, with a working capital deficit of $24.5 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern without new financing. Total assets were $52.1 million and stockholders’ equity $20.1 million.

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 $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. filed a Form D notice for a Regulation D exempt offering stating total amount sold of $600,000 in Series E preferred stock and associated warrants. The filing lists the issuer as a Delaware corporation with a principal place of business in West Palm Beach, FL and identifies senior managers including a CEO, CFO, chairman and other executive officers at the same West Palm Beach address. The issuer claims exemptions under Rule 506(b) and Section 4(a)(5).

The filing reports 2 total investors to date, a stated minimum investment of $0, $0 in sales commissions and finders fees, and no payments to named executives from offering proceeds. The Form D indicates the offering began with a first sale of 2025-09-19 and the notice was signed on 2025-10-09. The offering amount remaining is reported as indefinite.