FOXO Technologies (OTC: FOXO) ups Class A authorized shares to 25 billion
Rhea-AI Filing Summary
FOXO Technologies Inc. states that its Board and a majority holder approved an amendment to increase authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000 shares. The Board adopted the proposal on March 20, 2026 and the majority holder consented on March 27, 2026. The amendment becomes effective upon filing the Certificate of Amendment with the Delaware Secretary of State after the required 20‑day mailing period. As of the Record Date the company reported 3,732,660,939 shares of Common Stock outstanding and aggregate voting power of 196,232,517,288 votes. The Information Statement notes potential uses of the additional shares for conversions, financings, equity incentives, strategic transactions, and other corporate purposes.
Positive
- None.
Negative
- None.
Insights
Authorized‑share increases grant the board flexibility but raise dilution and takeover‑defense considerations.
The Board approved increasing authorized Class A Common Stock from 10,000,000,000 to 25,000,000,000, with the Majority Shareholder consenting. The filing explains the increase is to satisfy conversion obligations, future financings, strategic transactions, equity incentives, and other corporate purposes.
Key dependencies include the Board’s discretion on issuance timing and the Majority Shareholder’s existing voting control (~97.59). Subsequent filings will show how many shares are actually issued; until then, the change is an authorization, not an issuance.
Key Figures
Key Terms
Authorized Increase regulatory
Written consent in lieu of a meeting regulatory
Certificate of Amendment regulatory
Voting Agreement and Irrevocable Proxy regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| ☒ | Preliminary Information Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
FOXO TECHNOLOGIES INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
FOXO TECHNOLOGIES INC.
477 SOUTH ROSEMARY AVENUE
SUITE 224
WEST PALM BEACH, FL, 33401
April [*], 2026
NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS IN LIEU OF SPECIAL MEETING
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
To the Stockholders of FOXO Technologies Inc.:
This Notice and the accompanying Information Statement are being furnished to the stockholders of FOXO Technologies Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), in connection with the corporate action described below taken by the Company’s Board of Directors (“Board”) and by Rennova Health, Inc. (which is controlled by the Company’s CEO), a shareholder representing a majority of the voting control of the Company (the “Majority Shareholder”). The Majority Shareholder, by written consent in lieu of a meeting delivered on March 27, 2026, pursuant to Section 228 of Title 8 of the Delaware General Corporation Law (“DGCL”) and Section 2.9 of our bylaws, provided approval for the following corporate action:
| 1. | An amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the authorized shares of Class A Common Stock of the Company (the “Common Stock”) from 10,000,000,000 shares, par value $0.0001 per share, to 25,000,000,000 shares (the “Authorized Increase”). |
All of the members of the Board, by unanimous written consent in lieu of a meeting, as provided under the DGCL, provided a similar authorization for the Authorized Increase on March 20, 2026.
The accompanying Information Statement is being furnished to our stockholders of record as of March 20, 2026 (the “Record Date”), in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, solely for the purpose of informing our stockholders of the action taken by written consent. As the matter set forth in the accompanying Information Statement has been duly authorized and approved by the written consent of the holders of more than a majority of the Company’s voting securities, your vote or consent is not requested or required to approve this matter. The accompanying Information Statement is provided solely for your information and also serves the purpose of informing stockholders of the matter described herein pursuant to Section 14(c) of the Exchange Act and the rules and regulations prescribed thereunder, including Regulation 14C. The accompanying Information Statement also serves as the notice required by Section 228 of Title 8 of the DGCL of the taking of a corporate action without a meeting by less than unanimous written consent of the Company’s stockholders. You do not need to do anything in response to this Notice and the Information Statement.
Pursuant to Rule 14c-2(b) promulgated by the SEC under the Exchange Act, the Authorized Increase cannot become effective until 20 days from the date of mailing of the Definitive Information Statement to our stockholders as of the Record Date.
THIS IS NOT A NOTICE OF A MEETING AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTER DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| By Order of the Board of Directors | |
| /s/ Seamus Lagan | |
| Seamus Lagan Chief Executive Officer April [*], 2026 |
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Vote Required
The vote which was required to approve the Authorized Increase was the affirmative vote of the holders of a majority of the Company’s voting stock. Each share of Common Stock, Series B Preferred Stock, and Series C Preferred Stock entitles the holder thereof to one vote. The shares of Series D Preferred Stock and Series E Preferred Stock (except in limited circumstances) have no voting rights. Each share of Series A Preferred Stock entitles the holder to cast the number of votes determined by dividing the Stated Value ($1,000) by $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock). The holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and the holders of Common Stock vote together as one class on all matters submitted to a vote of stockholders of the Company.
The record date for determining those shareholders of the Company entitled to receive this Information Statement is the close of business on March 20, 2026 (the “Record Date”). As of the Record Date, the Company had an aggregate voting power of 196,232,517,288 votes attributable to all outstanding shares of voting stock outstanding, with 3,732,660,939 shares being votable Common Stock, and 95,110.74 shares being votable Preferred Stock. All outstanding shares are fully paid and nonassessable.
Vote Obtained
Section 228(a) of the DGCL and Section 2.9 of our bylaws provide that any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, via written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
The approximate ownership percentage of the voting stock of the Company as of the Record Date of the consenting stockholders who voted to approve the Authorized Increase totaled in the aggregate approximately 97.59%.
Notice Pursuant to Section 228 of the DGCL
Pursuant to Section 228 of the DGCL, no advance notice is required to be provided to the other shareholders, who have not consented in writing to such action, of the taking of the stated corporate action without a meeting of stockholders. No additional action will be undertaken pursuant to such written consents, and no dissenters’ rights under the DGCL are afforded to the Company’s stockholders as a result of the action to be taken.
Pursuant to Section 228 of the DGCL, we are required to provide prompt notice of the taking of corporate action by written consent to our stockholders who have not consented in writing to such action. This Information Statement serves as the notice required by Section 228 of the DGCL.
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TABLE OF CONTENTS
| AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF CLASS A COMMON STOCK FROM 10,000,000,000 TO 25,000,000,000 | 6 | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 8 | |
| INTERESTS OF CERTAIN PERSONS IN THE APPROVALS | 11 | |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION | 11 | |
| ADDITIONAL INFORMATION | 11 | |
| CONCLUSION | 12 | |
| APPENDIX A | 13 |
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY
The following approval should be read in conjunction with the information provided in the Table of Contents above.
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES
OF CLASS A COMMON STOCK FROM 10,000,000,000 TO 25,000,000,000
Overview
On March 20, 2026, the Board acted unanimously to adopt the proposal to amend our Certificate of Incorporation to increase the authorized shares of Class A Common Stock (the “Common Stock”) from 10,000,000,000 shares, par value $0.0001 per share, to 25,000,000,000 shares (the “Authorized Increase”).
On March 27, 2026, the Majority Shareholder, by written consent in lieu of a meeting pursuant to Section 228 of the DGCL and Section 2.9 of our bylaws, provided approval for the Authorized Increase.
The Authorized Increase will become effective upon the filing of an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware. The Board has approved the Authorized Increase and the Majority Shareholder has provided written consent. We will file the amendment to our Certificate of Incorporation to effect the Authorized Increase not less than 20 days after the definitive information statement is mailed to stockholders.
The form of the Certificate of Amendment to be filed with the Secretary of State of the State of Delaware is set forth as Appendix A to this Information Statement.
Outstanding Shares and Purpose of the Amendment
Our Certificate of Incorporation currently authorizes us to issue a maximum of 10,000,000,000 shares of Common Stock. As of the Record Date, we had 3,732,660,939 shares of Common Stock issued and outstanding; however, we have entered into a series of financing transactions which require us to maintain a reserve of shares for conversions of outstanding debt, conversions of preferred stock, and exercise of warrants which are at multiples of the number of shares from time to time issuable thereunder. In addition, in order to obtain future financings, we may be required to have additional authorized and unissued shares reserved for issuance.
Reasons for the Authorized Increase
The Board believes that the Authorized Increase is necessary and in the best interests of the Company and its stockholders for the following reasons, including but not limited to:
| 1. | Conversion Obligations: Our existing Preferred Stock and convertible debt instruments contain conversion features that could require the issuance of a substantial number of shares of Common Stock. Given the variable conversion rates tied to the trading price of our Common Stock, we need sufficient authorized shares to satisfy these potential conversion obligations. | |
| 2. | Future Financing: We may need to raise additional capital through equity or equity-linked financings. Having sufficient authorized shares of Common Stock will provide us with the flexibility to pursue such transactions promptly and on favorable terms. | |
| 3. | Strategic Transactions: We may pursue acquisitions, joint ventures, or other strategic transactions that could require the issuance of shares of Common Stock as consideration. |
Without the Authorized Increase, we may not have sufficient authorized shares to meet our existing obligations under outstanding securities or to pursue future financing or strategic transactions, which could materially harm our business and financial condition.
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Effects of the Increase in Authorized Common Stock
In the event of conversions of shares of preferred stock, outstanding convertible debt, and the exercise of warrants and the resulting increase in outstanding shares of Common Stock, the additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although conversions of shares of preferred stock, debt conversions, the exercise of warrants, and the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional shares of Common Stock pursuant to the conversions and exercises into shares of Common Stock (other than by way of a stock split or dividend), would have the effect of diluting the voting power and equity interest of existing stockholders.
The holders of Common Stock have no preemptive or other subscription rights. Therefore, if we issue additional shares of Common Stock, existing stockholders will experience dilution in their percentage ownership and voting power unless they participate in any future issuances.
No Change to Par Value or Rights
The Authorized Increase will not change the par value of the Common Stock (which will remain $0.0001 per share) or the rights and preferences of currently outstanding shares. The additional authorized shares of Common Stock will be identical to the shares currently authorized.
Board Discretion to Issue Shares
The Board anticipates that some of these additional authorized shares will be used in the future for various purposes without further stockholder approval, except as such approval may be required in particular cases by our charter documents, applicable law, or the rules of any stock exchange or other quotation system on which our securities may then be listed. These purposes may include:
| ● | Conversion of Preferred Stock; | |
| ● | Settlement or conversion of debt; | |
| ● | Raising capital through equity or equity-linked offerings; | |
| ● | Providing equity incentives to employees, officers, or directors; | |
| ● | Establishing strategic relationships with other companies; | |
| ● | Expanding our business or product lines through the acquisition of other businesses or products; and | |
| ● | Other corporate purposes as determined by the Board in the exercise of its fiduciary duties. |
Anti-Takeover Considerations
As noted above, we could use the additional shares of Common Stock that will become available pursuant to the Authorized Increase to oppose a hostile takeover attempt or to delay or prevent changes in control or management of the Company. For example, we could privately place shares with purchasers favorable to the Board in opposing a hostile tender offer.
Although the Board’s approval of the Authorized Increase was not prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), and the Board has no current plans to use the additional authorized shares for anti-takeover purposes, stockholders should be aware that the Authorized Increase could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which stockholders of the Company might otherwise receive a premium for their shares over then current market prices.
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Effective Date
The Board has approved the Authorized Increase and, following the expiration of the 20-day period after the mailing of the definitive information statement to stockholders as required by Rule 14c-2(b), the Certificate of Amendment will be filed with the Secretary of State of the State of Delaware. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Authorized Increase will be determined by our Board in its sole discretion. In addition, if for any reason our Board deems it advisable to do so, the Authorized Increase may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. The Authorized Increase will be effective as of the date and time of filing with the Secretary of State of the State of Delaware (the “Effective Time”).
No Appraisal Rights
Our stockholders are not entitled to dissenters’ or appraisal rights under the DGCL with respect to the Authorized Increase and we will not independently provide our stockholders with any such right if the Authorized Increase is implemented.
Federal Income Tax Consequences
The Authorized Increase should not result in any federal income tax consequences to the Company or its stockholders. Stockholders should consult their own tax advisors regarding the tax consequences of the Authorized Increase in light of their individual circumstances.
Vote Required
The vote which was required to approve the Authorized Increase was the affirmative vote of the holders of a majority of the Company’s voting stock. As of the Record Date, the Majority Shareholder held approximately 97.59% of the voting power of the Company and voted to approve the Authorized Increase.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of the Record Date, the number of shares of Class A Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to us to be the beneficial owner of more than 5% of the outstanding shares of common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all current executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days from the date of this Annual Report. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o FOXO Technologies Inc., 477 South Rosemary Ave., Suite 224, West Palm Beach, FL 33401.
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Applicable percentage of ownership is based on 3,732,660,939 shares of Class A Common Stock, 19,249.99 shares of Series A Preferred Stock, 3,245 shares of Series B Preferred Stock, and 303.75 shares of Series C Preferred Stock.
| Name and Address of Beneficial Owner | Number of Shares of Class A Common Stock (6) | % of Class (7) | % of Votes | |||||||||
| Directors, Named Executive Officers, and Executive Officers: | ||||||||||||
| Seamus Lagan, Chief Executive Officer, Director (2) | 51,439 | * | * | (8) | ||||||||
| Celene Grant, Chief Financial Officer | ||||||||||||
| Sylwia Nowak Hauman, Former Chief Financial Officer | 0 | - | - | |||||||||
| Mark White, Director (1) | 11,912 | * | * | |||||||||
| Bret Barnes, Director (3) | 282 | * | * | |||||||||
| Francis Colt deWolf III, Director | - | - | - | |||||||||
| Trevor Langley, Director (4) | 51,439 | * | * | (8) | ||||||||
| All current directors and executive officers as a group (seven individuals) (5) | 63,633 | * | * | |||||||||
| 5% Beneficial Holders (Not Named Above) Rennova Health, Inc. | ||||||||||||
| 477 S. Rosemary Avenue, Suite 224 West Palm Beach, Florida 33401 | 51,439 | * | * | (8) | ||||||||
| * | Less than 1%. |
| (1) | Includes 11,912 shares of Class A Common Stock held by KR8 AI, an entity which Mr. White controls. |
| (2) | Shares are owned by RHI. Mr. Lagan is the Chief Executive Officer and President and a director of RHI. Mr. Lagan disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. RHI currently owns 5,520 shares of Series A Preferred Stock, which are not included in the above table. |
| (3) | 282 shares of Class A Common Stock underlying vested options held by Mr. Barnes.
|
| (4) | Shares are owned by RHI. Mr. Langley is a director of RHI. Mr. Langley disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. RHI currently owns 5,520 shares of Series A Preferred Stock, which are not included in the above table. |
| (5) | Our current directors and executive officers are: Trevor Langley (Chairman of our Board of Directors), Seamus Lagan (Chief Executive Officer and Director), Celene Grant (Chief Financial Officer ), Francis Colt deWolf III (Director), Bret Barnes (Director), Mark White (Director). Sylwia Hauman is our former Chief Financial Officer. |
| (6) | These amounts are based upon information available to the Company as of the Record Date. |
| (7) | To our knowledge, except as indicated in the footnotes above and subject to state community property laws where applicable, all beneficial owners named in the beneficial ownership table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. |
| (8) | On February 3, 2025, RHI entered into a Voting Agreement and Irrevocable Proxy with each of Sabby Volatility Warrant Master Fund, Ltd. (“Volatility”) and Sabby Healthcare Master Fund, Ltd. (“Healthcare”) pursuant to which at every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders of FOXO, each of Volatility and Healthcare shall, to the extent permissible and consistent with Volatility and Healthcare’s internal compliance policies (which may require abstention with respect to certain matters), vote, to the extent not voted by the person(s) appointed under the proxy, the shares of the Company owned by it and any new shares of the Company in such manner as is decided by RHI in its sole and absolute discretion. |
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| Name and Address of Beneficial Owner | Number of Shares of Series A Preferred Stock (1) | % of Class (2) | % of Votes | |||||||||
Rennova Health, Inc. 477 S. Rosemary Avenue, Suite 224 West Palm Beach, Florida 33401 | 5,520 | 28.7 | % | 97.6 | %(3) | |||||||
Sabby Volatility Warrant Master Fund, Ltd. Miami Beach, FL | 5,317 | 27.6 | % | - | (4) | |||||||
Sabby Healthcare Master Fund, Ltd. Miami Beach, FL | 2,495.99 | 13.0 | % | - | (4) | |||||||
Chris Diamantis Nashville, TN | 5,800 | 30.1 | % | - | (5) | |||||||
| (1) | These amounts are based upon information available to the Company as of the Record Date. |
| (2) | To our knowledge, except as indicated in the footnotes above and subject to state community property laws where applicable, all beneficial owners named in the beneficial ownership table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. |
| (3) | Due to the Voting Agreement and Irrevocable Proxies with Sabby Volatility, Sabby Healthcare, and Mr. Diamantis, as described below, the combined voting percentage of RHI is approximately 97.6%. |
| (4) | On February 3, 2025, RHI entered into a Voting Agreement and Irrevocable Proxy with each of Sabby Volatility and Sabby Healthcare pursuant to which at every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders of FOXO, each of Sabby Volatility and Sabby Healthcare shall, to the extent permissible and consistent with Sabby Volatility and Sabby Healthcare’s internal compliance policies (which may require abstention with respect to certain matters), vote, to the extent not voted by the person(s) appointed under the proxy, the shares of the Company owned by it and any new shares of the Company in such manner as is decided by RHI in its sole and absolute discretion. |
| (5) | On May 8, 2025, RHI entered into a Voting Agreement and Irrevocable Proxy with Mr. Diamantis pursuant to which at every meeting of the stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent or resolution of the stockholders of FOXO, Mr. Diamantis shall, to the extent permissible (which may require abstention with respect to certain matters), vote, to the extent not voted by the person(s) appointed under the proxy, the shares of the Company owned by him and any new shares of the Company in such manner as is decided by RHI in its sole and absolute discretion. |
| Name and Address of Beneficial Owner | Number of Shares of Series B Preferred Stock (1) | % of Class (2) | % of Votes | |||||||||
| David S. Nagelberg 2003 Rev. Trust+ | 250 | 7.7 | % | * | ||||||||
| Mitchell Kersch+ | 250 | 7.7 | % | * | ||||||||
| John Nash+ | 500 | 15.4 | % | * | ||||||||
| John Paulsen+ | 200 | 6.2 | % | * | ||||||||
| Ardara Capital/ Patrick Mullin+ | 200 | 6.2 | % | * | ||||||||
| Portner Partners+ | 200 | 6.2 | % | * | ||||||||
| Ryan Wong+ | 200 | 6.2 | % | * | ||||||||
* Less than 1%.
+ Address unknown to the Company.
| (1) | These amounts are based upon information available to the Company as of the Record Date. |
| (2) | To our knowledge, except as indicated in the footnotes above and subject to state community property laws where applicable, all beneficial owners named in the beneficial ownership table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. |
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| Name and Address of Beneficial Owner | Number of Shares of Series C Preferred Stock (1) | % of Class (2) | % of Votes | |||||||||
Andrew Smukler 404 Via Placita Palm Beach Gardens, FL 33418 | 135 | 44.4 | % | * | ||||||||
Joel Yanowitz & Amy B. Metzenbaum Rev. Trust 3 Stanton Way Mill Valley, CA 94941 | 135 | 44.4 | % | * | ||||||||
Steven Wu 30327 Garfinkle Street Union City, CA 94587 | 33.75 | 11.1 | % | * | ||||||||
* Less than 1%.
| (1) | These amounts are based upon information available to the Company as of the Record Date. |
| (2) | To our knowledge, except as indicated in the footnotes above and subject to state community property laws where applicable, all beneficial owners named in the beneficial ownership table above have sole voting and investment power with respect to all shares shown as beneficially owned by them. |
INTERESTS OF CERTAIN PERSONS IN THE APPROVALS
Unless indicated herein, no officer, director, nominee for election as a director, associate of any director, executive officer or nominee, or beneficial owner of more than 5% of our Common Stock has any substantial interest in the matters acted upon by our Board and shareholders, other than in their role as an officer, director or beneficial owner.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain “forward-looking statements” made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements concerning the effects of the stockholder approval and statements using terminology such as “expects,” “should,” “would,” “could,” “intends,” “plans,” “anticipates,” “believes,” “projects” and “potential.” Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties, and assumptions. Known and unknown risks, uncertainties and other factors could cause actual results to differ materially from those contemplated by the statements.
In evaluating these statements, you should specifically consider various factors that may cause our actual results to differ materially from any forward-looking statements.
ADDITIONAL INFORMATION
Householding of Materials
Unless we have received contrary instructions, we may send a single copy of this Information Statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding”, reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:
| ● | If the shares are registered in the name of the stockholder, the stockholder should contact us at 477 South Rosemary Avenue, Suite 224, West Palm Beach, FL 33401, (612) 800-0059 to inform us of such stockholder’s request; or | |
| ● | If a bank, broker, nominee, fiduciary or other custodian holds the shares, the stockholder should contact the bank, broker, nominee, fiduciary or other custodian directly. |
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Costs
We will make arrangements with brokerage firms and other custodians, nominees, and fiduciaries who are record holders of our Common Stock for the forwarding of this Information Statement to the beneficial owners of our Common Stock. We will reimburse these brokers, custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of the Information Statement.
Where you can find more information
We are subject to the information requirements of the Exchange Act, and file annual, quarterly, and special reports, proxy statements, and other information with the SEC. You may read and copy any reports, statements, or other information we file at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for additional information on the operation of the SEC’s public reference facilities. The SEC maintains a website that contains reports, proxy statements, and other information, including those filed by us, at http://www.sec.gov.
You may request a copy of these filings, at no cost, by requesting them via e-mail from the Company at the following address and telephone number:
Seamus Lagan Chief Executive Officer 477 South Rosemary Avenue Suite 224 West Palm Beach, FL 33401 (612) 800-0059 legal@foxotechnologies.com
Our Common Stock is currently quoted on the OTC Markets under the symbol “FOXO.” Our public warrants are currently quoted on the OTC Markets under the symbol “FOXOW.”
Our transfer agent is Continental Stock Transfer & Trust Company. Their address is 1 State St 30th floor, New York, NY 10004 and their telephone number is (212) 509-4000.
CONCLUSION
As a matter of regulatory compliance, we are sending you this Information Statement that describes the purpose and effect of the above action. Your consent to the above action is not required and is not being solicited in connection with this action. This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Exchange Act. This Information Statement is being mailed on or about April [*], 2026 to all stockholders of record as of the Record Date.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
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APPENDIX A
FORM OF CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF FOXO TECHNOLOGIES INC.
FOXO Technologies Inc., a Delaware corporation (the “Corporation”) does hereby certify that:
FIRST: The name of the Corporation is FOXO Technologies Inc.
SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended, and any amendments thereto (the “Charter”), last amended by a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State on January 13, 2026.
THIRD: Article IV, Subsection 1 of the Charter is amended and restated to provide in its entirety as follows:
“The total number of shares of capital stock that the Corporation shall have authority to issue is 25,020,000,000 shares, consisting of: (i) 25,000,000,000 shares of Class A common stock, having a par value of $0.0001 per share (the “Class A Common Stock” and “Common Stock”); and (ii) 20,000,000 shares of preferred stock, having a par value of $0.0001 per share (the “Preferred Stock”).”
FOURTH: This amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.
FIFTH: This Certificate of Amendment shall be effective as of [*] Eastern Time on the date written below.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this [*] day of [*], 2026.
| FOXO TECHNOLOGIES INC. | ||
| By: | ||
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
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FAQ
When does the amendment to FOXO’s charter become effective?
Who approved the authorized increase at FOXO and what voting power do they hold?
