FOXO Technologies (FOXO) OKs major reverse stock split to pursue uplisting
Rhea-AI Filing Summary
FOXO Technologies Inc. has obtained written consent from its Board and a majority stockholder controlled by its CEO to approve a reverse stock split of its Class A common stock. The split will combine outstanding shares at a ratio between 1-for-100 and 1-for-1,000, with fractional shares rounded up, at a time and exact ratio chosen by the Board but no later than June 30, 2027.
The reverse split is authorized solely to support an application to uplist the common stock from the OTC Markets to a senior national securities exchange such as Nasdaq or NYSE American by raising the per-share trading price. As of the record date, there were 1,658,116 common shares outstanding out of 25,000,000,000 authorized, and total voting power was heavily concentrated, with a majority stockholder holding approximately 99.12% of votes largely through preferred stock. The split will not change total authorized shares, increasing the pool of authorized but unissued shares for potential future financings and other corporate purposes. The Board may choose not to implement the split if it concludes the uplisting is not reasonably likely to occur.
Positive
- Reverse split aimed at senior exchange uplisting, potentially improving stock price, investor interest, and trading liquidity if a Nasdaq or NYSE American listing is achieved.
- Fractional shares rounded up, so holders are not cashed out; small investors retain or slightly increase whole-share positions after the reverse split.
Negative
- Authorized shares remain 25,000,000,000 while outstanding shares shrink, materially increasing authorized but unissued stock that could be used for future, potentially dilutive issuances.
- Voting power is highly concentrated, with a majority holder controlling about 99.12% of votes, so minority stockholders had no effective say on the reverse split.
- Company warns intended benefits are uncertain; market price may not rise in proportion to the split and market capitalization could decline if post-split trading weakens.
Key Figures
Key Terms
Reverse Split financial
Uplisting financial
Section 228 of the DGCL regulatory
odd lot financial
householding regulatory
tax-free reorganization financial
FAQ
What corporate action did FOXO (FOXO) approve in this information statement?
Why is FOXO (FOXO) implementing a reverse stock split?
Who controls voting power at FOXO (FOXO) for this reverse split approval?
When can FOXO’s reverse stock split take effect and is it guaranteed to occur?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
[*], 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 August 13, 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. | Approval of a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Class A Common Stock (the “Common Stock”) at any time before June 30, 2027, at a ratio ranging from one-for-fifty (1:50) to one-for-one thousand (1:1,000) (the “Reverse Split”), with each fractional share rounded up to the nearest whole share and with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors (the “Board”), without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split. The Board authorized the Reverse Split solely in connection with, and for the purpose of facilitating, an application to list the Common Stock on a senior national securities exchange, specifically The Nasdaq Stock Market LLC or NYSE American LLC (the “Uplisting”), and will not effect the Reverse Split for any other purpose. For additional information, stockholders are encouraged to review the Company’s recent filings with the SEC, including the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. |
All of the members of the Board, by unanimous written consent in lieu of a special meeting, provided authorization for the Reverse Split on August 13, 2026.
The accompanying Information Statement is being furnished to our stockholders of record as of August 13, 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 Reverse Split 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 [*], 2026 |
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Vote Required
The record date for determining those shareholders of the Company entitled to receive this Information Statement is the close of business on August 13, 2026 (the “Record Date”). 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. As of the Record Date, the Company had an aggregate voting power of 114,371,661,664.75 votes attributable to all outstanding shares of voting stock outstanding, with 1,658,116 votes being attributable to votable Common Stock, and 114,370,003,549 votes being attributable to 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 Reverse Split totaled in the aggregate approximately 99.12%.
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
| ITEM 1. - REVERSE STOCK SPLIT | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 11 |
| INTERESTS OF CERTAIN PERSONS IN THE APPROVALS | 13 |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION | 13 |
| ADDITIONAL INFORMATION | 13 |
| CONCLUSION | 14 |
| APPENDIX A | 15 |
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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ITEM 1. - REVERSE STOCK SPLIT
Overview
On August 13, 2026, the Board, by unanimous written consent in lieu of a special meeting, acted to adopt the proposal for a reverse split (the “Reverse Split Proposal”) to amend our Certificate of Incorporation to enable a reverse stock split of our issued and outstanding Common Stock at a ratio ranging from one-for-one hundred (1:100) to one-for-one thousand (1:1,000) (the “Reverse Split”), with each fractional share rounded up to the nearest whole share and with the exact ratio within such range to be determined at the sole discretion of the Board and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion, provided that the Reverse Split be effected prior to June 30, 2027. The Board authorized the Reverse Split solely in connection with, and for the purpose of facilitating, an application to list the Common Stock on a senior national securities exchange, specifically The Nasdaq Stock Market LLC or NYSE American LLC (the “Uplisting”), and will not effect the Reverse Split for any other purpose.
On August 13, 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 Reverse Split.
For additional context regarding recent developments affecting the Company, stockholders are encouraged to review the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
In connection with the Reverse Split, the Company will be required to provide notice to the Financial Industry Regulatory Authority (“FINRA”) by submitting the required documentation to FINRA’s Department of Market Operations pursuant to FINRA Rule 6490. FINRA must process the Company’s submission before the Reverse Split can be announced and reflected in the market for the Common Stock. There can be no assurance that FINRA will process or approve the Company’s submission on the anticipated timeline, or at all.
The Reverse Split 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 Reverse Split and the Majority Shareholder has provided written consent. We will file the amendment to our Certificate of Incorporation to effect the Reverse Split not less than 20 days after the definitive information statement is mailed to stockholders and no later than June 30, 2027. Notwithstanding the foregoing, the Board may, in its sole discretion and without further action by our stockholders, elect not to effect the Reverse Split, and may abandon, delay or defer the filing or effectiveness of the Certificate of Amendment at any time prior to its effectiveness. The Board will not effect the Reverse Split unless it has determined in good faith, after consultation with the Company’s management, legal counsel and, as applicable, the Company’s underwriter and the applicable exchange, that the Uplisting is reasonably likely to be consummated. In the event the Uplisting is not consummated following the effectiveness of the Reverse Split, the Board is authorized to take such actions as it deems necessary or appropriate to address the Company’s resulting capital structure, including evaluating and, subject to any required stockholder approval, effecting a forward stock split or other adjustment to the Common Stock.
Purpose and Rationale for the Reverse Split
As of the Record Date, we had 1,658,116 shares of Common Stock issued and outstanding. The number of shares of Common Stock outstanding as of the Record Date gives effect to the one-for-three thousand (1:3,000) reverse stock split of our Common Stock that became effective on June 30, 2026. Our Common Stock is quoted on the OTC Markets under the symbol “FOXO.” The Board authorized the Reverse Split solely in connection with, and for the purpose of facilitating, an application to list our Common Stock on a senior national securities exchange, specifically The Nasdaq Stock Market LLC or NYSE American LLC (the “Uplisting”), and will not effect the Reverse Split for any other purpose. Because our Common Stock currently trades at prices below the levels required for listing on a senior national securities exchange, the Reverse Split is intended to increase the per share market price of our Common Stock to a level sufficient to satisfy the applicable exchange’s minimum bid price and other price-based initial listing requirements in connection with the Uplisting. The Reverse Split may be required to be effected in advance of, and in order to qualify for and satisfy the conditions to, the Uplisting, including any post-split trading price, price-maintenance, trading-volume, seasoning or similar requirements of the applicable exchange. We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions and, if the Uplisting is consummated, our Common Stock would have greater liquidity and a stronger investor base. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Split is in the Company’s and our stockholders’ best interests. The Reverse Split would not affect the terms of the outstanding Common Stock or the rights of the holders of the Common Stock.
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Reducing the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our Common Stock, although we cannot provide any assurance that the post-Reverse Split price would remain following the Reverse Split. Reducing the number of outstanding shares of our Common Stock through the Reverse Split is intended, absent other factors, to increase the per share market price of our Common Stock. However, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Common Stock after a reverse split. As a result, there can be no assurance that the Reverse Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after the Reverse Split will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Reverse Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Split may be lower than the total market capitalization before the Reverse Split.
In evaluating the Reverse Split, our Board also took into consideration negative factors associated with reverse stock splits. These factors include the negative perception of reverse stock splits held by many investors, analysts and other stock market participants, as well as the fact that the stock price of some companies that have effected reverse stock splits has subsequently declined back to pre-reverse stock split levels. The Board, however, determined that these negative factors were outweighed by the potential benefits. Our Board does not intend for this transaction to be the first step in a series of plans or proposals to effect a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.
In addition, because the number of authorized shares of our Common Stock will not be reduced as part of the Reverse Split, the Reverse Split will result in an effective increase in the authorized but unissued number of shares of our Common Stock. The effect of the relative increase in the amount of authorized and unissued shares of our Common Stock would allow us to issue additional shares of Common Stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our stockholders to approve an increase in the authorized number of shares of Common Stock each time such an action is contemplated. Notwithstanding the foregoing, following the effectiveness of the Reverse Split, the Board may, in its sole discretion, consider whether to reduce the total number of authorized shares of Common Stock pursuant to a separate amendment to the Certificate of Incorporation, which would require stockholder approval.
Potential Disadvantages of the Reverse Split
We cannot assure you that the Reverse Split will accomplish any of the above objectives for any meaningful period of time. While we expect that the reduction in the number of outstanding shares of Common Stock will increase the market price of our shares, we cannot assure you that the Reverse Split will increase the market price of our Common Stock by a multiple equal to the number of pre-split shares, or result in any permanent increase in the market price of our Common Stock, which is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. If the per share market price does not increase proportionately as a result of the Reverse Split, then the value of our Company as measured by our stock capitalization will be reduced, perhaps significantly.
The number of shares held by each individual holder of Common Stock would be reduced if the Reverse Split is implemented. This will increase the number of stockholders who hold less than a “round lot,” or 100 shares. Typically, the transaction costs to stockholders selling “odd lots” are higher on a per share basis. Consequently, the Reverse Split could increase the transaction costs to existing holders of Common Stock in the event they wish to sell all or a portion of their position. Although our Board believes that the decrease in the number of shares of our Common Stock outstanding as a consequence of the Reverse Split and the anticipated increase in the market price of our Common Stock could encourage interest in our Common Stock and possibly promote greater liquidity for our stockholders, such liquidity could also be adversely affected by the reduced number of shares outstanding after the Reverse Split.
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Determination of the Ratio for the Reverse Split
In determining the split ratio to use, the Board will consider numerous factors, including the historical and projected performance of our Common Stock and prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Common Stock in the period following the effectiveness of the Reverse Split. The Board will also consider the impact of the split ratios on investor interest, and will endeavor to select a ratio designed to result in a post-split trading price that provides a reasonable cushion above the applicable exchange’s minimum bid price and other price-based listing requirements in connection with the Uplisting. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. Based on the number of shares of Common Stock issued and outstanding as of the Record Date (1,658,116 shares), after completion of the Reverse Split we will have between approximately 33,162 shares (at a ratio of 1:50) and approximately 1,658 shares (at a ratio of 1:1,000) of Common Stock outstanding, depending on the ratio selected by the Board.
Principal Effects of the Reverse Split
After the effective date of the proposed Reverse Split, each stockholder will own a reduced number of shares of Common Stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Reverse Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences of the holders of our Common Stock will not be affected by the proposed Reverse Split (other than as a result of the rounding up of fractional shares). The number of stockholders of record also will not be affected by the proposed Reverse Split. After the effective date of the Reverse Split, our Common Stock will have a new CUSIP number, a number used to identify our Common Stock. The Board has appointed Continental Stock Transfer & Trust Company as exchange agent for the Reverse Split. In addition, because the number of authorized shares of our Common Stock will not be reduced, the Reverse Split will result in an effective increase in the authorized but unissued number of shares of our Common Stock.
The following table contains the approximate number of issued and outstanding shares of Common Stock, and the estimated per share trading price following a one-for-fifty (1:50), one-for-five hundred (1:500), and one-for-one thousand (1:1,000) Reverse Split, without giving effect to any adjustments for fractional shares of Common Stock or the issuance of any derivative securities, as of the Record Date.
After Each Reverse Split Ratio
| Current | 1:50 | 1:500 | 1:1,000 | |||||||||||||
| Class A Common Stock Authorized (1) | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | 25,000,000,000 | ||||||||||||
| Class A Common Stock Outstanding | 1,658,116 | 33,162 | 3,316 | 1,658 | ||||||||||||
| Estimated price per share, based on the closing price of our Class A Common Stock on August 13, 2026 | $ | 0.0798 | $ | 3.99 | $ | 39.90 | $ | 79.80 | ||||||||
(1) The Reverse Split will not have any impact on the number of shares of Common Stock we are authorized to issue under our Certificate of Incorporation.
Our Common Stock and Public Warrants are currently registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Split will not affect the registration of our Common Stock or Public Warrants under the Exchange Act. Our Common Stock will continue to be quoted on the OTC Markets under the symbol “FOXO” and the Public Warrants will be quoted on the OTC Markets under the symbol “FOXOW.”
Effect on Outstanding Derivative Securities
The Reverse Split will require that proportionate adjustments be made to the per share exercise price and the number of shares issuable upon the exercise of convertible notes and issued warrants, in accordance with the approved split ratio. The adjustments to these securities, as required by the Reverse Split and in accordance with the approved split ratio, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of Common Stock being delivered upon such exercise, immediately following the Reverse Split as was the case immediately preceding the Reverse Split.
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Effect on Stock Option Plans
We have equity incentive plans designed primarily to provide stock-based incentives to employees pursuant to which we have issued stock options to purchase shares of the Common Stock. In the event of a Reverse Split, the Board shall make appropriate adjustment to awards granted under the equity incentive plans. Accordingly, if the Board decides to implement the Reverse Split, as of the effective date the number of all outstanding option grants, the number of shares issuable and the exercise price, as applicable, relating to options under our equity incentive plans, will be proportionately adjusted using the approved split ratio. The number of shares issuable under any individual outstanding stock option shall be rounded up as permitted under the specific terms of our equity incentive plans. Commensurately, the exercise price under each stock option would be increased proportionately such that upon exercise, the aggregate exercise price payable by the optionee to us would remain the same.
Effective Date
If our Board concludes that it is in the best interests of the Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Secretary of State of the State of Delaware not later than June 30, 2027. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Split will be determined by our Board in its sole discretion but will be no later than June 30, 2027. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. Finally, the Board alone will have sole discretion to determine the final ratio of the Reverse Split within the parameters approved by the shareholders. The Reverse Split will be effective as of the date of filing with the Secretary of State of the State of Delaware (the “Effective Time”). Upon the filing of the Certificate of Amendment, without further action on our part or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Split ratio as determined by the Board in its sole discretion. Notwithstanding the foregoing, we must notify the Financial Industry Regulatory Authority (“FINRA”) of the Reverse Split by filing the requisite documents no later than 10 days prior to the anticipated record date of such actions.
Treatment of Fractional Shares
Our Board does not currently intend to issue fractional shares in connection with the Reverse Split. Therefore, we do not expect to issue certificates representing fractional shares. In lieu of any fractional shares, we will issue to stockholders of record who would otherwise hold a fractional share because the number of shares of Common Stock they hold of record before the Reverse Split is not evenly divisible by the Reverse Split ratio that number of shares of Common Stock as rounded up to the nearest whole share.
Certain of our registered holders of Common Stock hold some or all of their shares electronically in book-entry form with our transfer agent. These stockholders do not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided with a statement reflecting the number of shares registered in their accounts.
Stockholders who hold shares in street name through a nominee (such as a bank or broker) will be treated in the same manner as stockholders whose shares are registered in their names, and nominees will be instructed to effect the Reverse Split for their beneficial holders. However, nominees may have different procedures and stockholders holding shares in street name should contact their nominees.
Stockholders will not have to pay any service charges in connection with the exchange of their certificates.
On or after the Effective Time, we will mail a letter of transmittal to each stockholder. Each stockholder will be able to obtain a certificate evidencing his, her or its post-Reverse Split shares only by sending the exchange agent (Continental Stock Transfer & Trust Company, which the Board has appointed as exchange agent for the Reverse Split) the stockholder’s old stock certificate(s), together with the properly executed and completed letter of transmittal and such evidence of ownership of the shares as we may require. Stockholders should not forward their certificates to the exchange agent until they receive the letter of transmittal, and they should only send in their certificates with the letter of transmittal. A stockholder that surrenders his, her or its old stock certificate(s) but does not elect to receive a new stock certificate in the letter of transmittal will be deemed to have requested to hold that stockholder’s shares electronically in book-entry form with our transfer agent. STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL THEY ARE REQUESTED TO DO SO.
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Record and Beneficial Stockholders
As of the Record Date, we had 71 holders of record of our Common Stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of Common Stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. We do not expect the Reverse Split and the rounding up of fractional shares to whole shares to result in a reduction in the number of record holders. We presently do not intend to seek any change in our status as a reporting company for federal securities law purposes, either before or after the Reverse Split.
If our Board elects to implement the Reverse Split, stockholders of record holding some or all of their shares of Common Stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of Common Stock they hold after the Reverse Split. Non-registered stockholders holding Common Stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the Reverse Split than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.
Anti-Takeover and Dilutive Effects
The authorized Common Stock will not be diluted as a result of the Reverse Split. The Common Stock that is authorized but unissued provides the Board with flexibility to effect, among other transactions, public or private financings, acquisitions, stock dividends, stock splits and the granting of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. The Certificate of Amendment would continue to give our Board authority to issue additional shares from time to time without delay or further action by the stockholders except as may be required by applicable law or regulations. The Certificate of Amendment is not being recommended in response to any specific effort of which we are aware to obtain control of us, nor does our Board have any present intent to use the authorized but unissued common stock or preferred stock to impede a takeover attempt. There are no plans or proposals to adopt other provisions or enter into any arrangements that have material anti-takeover effects.
Accounting Consequences
The par value per share of our Common Stock would remain unchanged at $0.0001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on our balance sheet attributable to the Common Stock will be reduced proportionally, based on the approved split ratio selected by the Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased because there will be fewer shares of Common Stock outstanding. Retroactive restatement will be given to all share numbers in the financial statements, and accordingly all amounts including per share amounts will be shown on a post-split basis. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Split.
No Appraisal Rights
Our stockholders are not entitled to dissenters’ or appraisal rights under the DGCL with respect to the Reverse Split and we will not independently provide our stockholders with any such right if the Reverse Split is implemented.
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Certain Material Federal U.S. Income Tax Consequences of the Reverse Split
This summary does not represent a detailed description of the U.S. federal income tax consequences to a stockholder in light of his, her or its particular circumstances. In addition, it does not purport to be complete and does not address all aspects of federal income taxation that may be relevant to stockholders in light of their particular circumstances or to stockholders who may be subject to special tax rules. There can be no assurance that the Internal Revenue Service (the “IRS”) will not take a contrary position to the tax consequences described herein or that such position will be sustained by a court. This discussion is for general information only and is not tax advice. All stockholders should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the Reverse Split.
The following discussion summarizes certain material U.S. federal income tax consequences relating to the participation in the Reverse Split by a U.S. stockholder who holds the shares as a capital asset. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary and proposed U.S. Treasury regulations promulgated thereunder and current administrative rulings and judicial decisions, all as in effect as of the date hereof. All of these authorities may be subject to differing interpretations or repealed, revoked or modified, possibly with retroactive effect, which could materially alter the tax consequences set forth herein. For purposes of this summary, a “U.S. stockholder” refers to a beneficial owner of Common Stock who is any of the following for U.S. federal income tax purposes: (i) a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
Based on the assumption that the Reverse Split will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code, and subject to the limitations and qualifications set forth in this discussion, the following U.S. federal income tax consequences should result from the Reverse Split: (i) a stockholder should not recognize gain or loss in the Reverse Split; (ii) the aggregate tax basis of the post-Reverse Split shares should be equal to the aggregate tax basis of the pre-Reverse Split shares; and (iii) the holding period of the post-Reverse Split shares should include the holding period pre-Reverse shares. THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF A REVERSE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF A REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.
Vote Required
The vote which was required to approve the Reverse Split 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 99.12% of the voting power of the Company and voted to approve the Reverse Split.
All of the members of the Board, by unanimous written consent in lieu of a special meeting, provided authorization for the Reverse Split on August 13, 2026.
If our Board concludes that it is in the best interests of the Company and our stockholders to effect the Reverse Split, the Certificate of Amendment will be filed with the Secretary of State of the State of Delaware not later than June 30, 2027. The actual timing of the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware to effect the Reverse Split will be determined by our Board in its sole discretion but will be no later than June 30, 2027. In addition, if for any reason our Board deems it advisable to do so, the Reverse Split may be abandoned at any time prior to the filing of the Certificate of Amendment, without further action by our stockholders. Finally, the Board alone will have sole discretion to determine the final ratio of the Reverse Split within the parameters approved by the shareholders. The Reverse Split will be effective as of the date of filing with the Secretary of State of the State of Delaware (the “Effective Time”). Upon the filing of the Certificate of Amendment, without further action on our part or our stockholders, the outstanding shares of Common Stock held by stockholders of record as of the Effective Time would be converted into a lesser number of shares of Common Stock based on a Reverse Split ratio as determined by the Board in its sole discretion. Notwithstanding the foregoing, we must notify FINRA of the Reverse Split by filing the requisite documents no later than 10 days prior to the anticipated record date of such actions.
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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, and Series C 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 Information Statement. 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.
Applicable percentage of ownership is based on 1,658,116 shares of Class A Common Stock, 11,437 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 (5) | % of Class (6) | % of Votes | |||||||||
| Directors, Named Executive Officers, and Executive Officers: | ||||||||||||
| Seamus Lagan, Chief Executive Officer, Director (2) | 18 | * | * | |||||||||
| Celene Grant, Chief Financial Officer | 0 | - | - | |||||||||
| Sylwia Nowak Hauman, Former Chief Financial Officer | 0 | - | - | |||||||||
| Mark White, Director (1) | 4 | * | * | |||||||||
| Bret Barnes, Director | 0 | - | - | |||||||||
| Francis Colt deWolf III, Director | 0 | - | - | |||||||||
| Trevor Langley, Director (3) | 18 | * | * | |||||||||
| All current directors and executive officers as a group (six individuals) (4) | 22 | * | * | |||||||||
| 5% Beneficial Holders (Not Named Above) Rennova Health, Inc. | ||||||||||||
| 477 S. Rosemary Avenue, Suite 224 West Palm Beach, Florida 33401 | 18 | * | * | |||||||||
| * | Less than 1%. |
| (1) | Includes four 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) | 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. |
| (4) | 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. |
| (5) | These amounts are based upon information available to the Company as of the Record Date. |
| (6) | 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 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 | 48.3 | % | 99.12 | %(3) | |||||||
Chris Diamantis Nashville, TN | 5,800 | 50.7 | % | - | (3) | |||||||
| (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) | On May 8, 2025, RHI entered into a Voting Agreement and Irrevocable Proxy with Mr. Diamantis, expiring February 2027, 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 [*], 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 June 25, 2026.
THIRD: A new provision is added to Article IV, Subsection 1 of the Charter 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”).
| 1. | Reverse Stock Split. Upon the filing of this Amendment with the Secretary of State of the State of Delaware (the “Effective Time”), each share of Class A Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be combined and converted into one (1) share of Class A Common Stock (the “New Common Stock”) based on a ratio of one-for-[*] (1: [*]) (the “Reverse Split Ratio”). This reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is authorized to issue, which shall remain as set forth under this Article IV. | |
| 2. | The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split; all fractional shares shall be rounded up to the nearest whole number of such shares. No stockholders will receive cash in lieu of fractional shares. All references to “Class A Common Stock” and “Common Stock” in these Articles shall be to the New Common 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 [*], 202[*].
| FOXO TECHNOLOGIES INC. | ||
| By: | ||
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
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