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.
FOXO Technologies Inc. filings document the company’s healthcare operating subsidiaries, securities registrations, capital structure and governance actions. Current reports describe amendments to the certificate of incorporation, authorized-share increases, preferred-stock designations, Series E preferred stock transactions, shareholder written consents and Regulation FD updates tied to hospital and corporate operations.
The filing record also includes an S-1 registration statement, unregistered equity issuance disclosures, executive-officer transition reporting, an NT 10-K late-filing notice and formal disclosures on internal controls, financial reporting processes and SEC reporting obligations. These documents record FOXO’s public-company status, ownership and voting matters, financing arrangements, risk-related reporting and material corporate events.
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.
FOXO Technologies Inc. filed a Form D to report the completion of a private placement exempt under Rule 506(b) and Securities Act Section 4(a)(5). The notice indicates that on 3 June 2025 the company sold its entire $1.65 million offering of Series A Preferred Stock. The transaction was concluded with one accredited investor; no sales remain open and the offering is not expected to last beyond one year.
The issuer is a Delaware corporation formed in 2020 and is now headquartered at 477 South Rosemary Avenue, Suite 224, West Palm Beach, FL. Executive leadership disclosed in the filing includes Seamus Lagan (Chief Executive Officer & Interim CFO), Chairman Trevor Langley, and directors Mark White, Bret Barnes, and Francis Colt deWolf III.
- Offering size: $1,650,000 fully subscribed
- Security type: Equity – Series A Preferred Stock
- Investors: 1 (all accredited)
- Commissions / Finder fees: $0
- Proceeds to insiders: $0
- Issuer size: Revenue and asset ranges declined to disclose
The company incurred no brokerage or placement-agent expenses, preserving the full proceeds for corporate use. Because the issuer chose not to reveal revenue or asset ranges, the filing provides no direct insight into current operating scale or liquidity needs. Nonetheless, the completed capital raise under a widely used exemption signals that FOXO successfully accessed private funding without immediate public dilution.