FOXO TECHNOLOGIES INC. SEC Filings

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.

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. reported continued operating losses and liquidity strain for the six months ended June 30, 2025. The company had a working capital deficit of $27.3 million and only $0.3 million of cash and cash equivalents at June 30, 2025. Cash used in operating activities for the six months was $3.7 million. Total debt, net of discounts, was $11.2 million and total stockholders' equity was $13.7 million. Goodwill increased to approximately $31.3 million. The healthcare segment recorded meaningful changes in recognized net revenues after estimating contractual allowances: healthcare net revenues were $5.2 million for the three months and $8.4 million for the six months ended June 30, 2025, compared with minimal prior-year amounts. The period included material financing and capital-structure events, including exchanges of Senior PIK Notes into Series B Preferred Stock and the issuance of Series A Preferred Stock (3,400 shares for gross proceeds of $3.35 million). The filing discloses multiple notes and defaults, related-party balances, accrued liabilities including severance of $2.17 million, and legal/settlement items. Management disclosed ongoing discussions with creditors on extensions and various subsequent conversions and exchanges of preferred stock into common shares.

FOXO Technologies Inc. reports material balance sheet and financing activity tied to 2024 acquisitions and debt restructurings. The company had a working capital deficit of $30.6 million and only $16,907 in cash and cash equivalents as of March 31, 2025. For the three months ended March 31, 2025, FOXO reported a net loss attributable to common stockholders of $788,583, or $0.73 per Class A share; comparable prior-period weighted average shares and loss per share are shown in the filing.

The company recorded a $1.86 million gain from extinguishment of Senior PIK Notes after exchanging those notes into Series B Preferred Stock. Healthcare net revenues for the quarter were $3.2 million after estimated contractual allowances. Total debt (net of discounts) was $6.0 million with multiple notes and related-party payables disclosed, several in default or subject to negotiation; goodwill of approximately $25.5 million relates to the Myrtle and RCHI acquisitions and additional purchase-price contingencies remain within the one-year measurement period.

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.