FOXO Technologies (FOXOW) buys Vector Bio Source with cash, preferred stock and warrants

Rhea-AI Filing Summary

FOXO Technologies Inc. completed the acquisition of Vector Bio Source Inc. through a stock purchase agreement that closed on September 19, 2025. The sellers of Vector received $500,000 in cash, 60,000 shares of FOXO’s Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase up to $2,000,000 of Class A Common Stock at an exercise price of $0.00517 per share. Following the transaction, Vector became a wholly owned subsidiary of FOXO Acquisition Corporation, and a consolidated subsidiary of FOXO Technologies. The preferred shares and warrants were issued in a private offering relying on Section 4(a)(2) and Rule 506(b), with no sales commissions paid. FOXO also issued a press release on September 22, 2025 announcing the closing of the acquisition.

Insights

M&A and Capital Structure Analyst

FOXO buys Vector Bio Source with cash, preferred stock, and warrants.

FOXO Technologies Inc. acquired Vector Bio Source Inc., paying the sellers $500,000 in cash, 60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase up to $2,000,000 of Class A Common Stock at an exercise price of $0.00517 per share. Vector now operates as a wholly owned subsidiary of FOXO Acquisition Corporation and a consolidated subsidiary of FOXO Technologies, adding a new operating entity to FOXO’s structure.

The consideration mix combines immediate cash outflow with preferred equity and warrant-based potential dilution, spreading the impact between FOXO’s balance sheet and future equity. The private placement structure under Section 4(a)(2) and Rule 506(b) avoids a registered public offering, and the company states that no sales commissions were paid in connection with the transaction.

The overall financial impact versus FOXO’s existing size and capital base is not quantified in the excerpt, so the significance depends on Vector’s contribution to future consolidated results and on whether the Series E Preferred Stock and warrants are exercised or redeemed over time. Subsequent periodic reports that include Vector’s results will clarify how the acquisition affects FOXO’s revenue and profitability.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): September 19, 2025

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39783		85-1050265
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

477 South Rosemary Avenue Suite 224 West Palm Beach, FL		33401
(Address of Principal Executive Offices)		(Zip Code)

(612) 800-0059

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001		N/A		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 9, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into the Stock Purchase Agreement (the “SPA”) with Vector Bio Source Inc., a Wyoming corporation (“Vector”), stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”), FOXO Acquisition Corporation, a Florida corporation and wholly owned subsidiary of the Company (“FAC”).

On September 19, 2025, the closing of the SPA occurred and the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”), and (iii) warrants to purchase up to $2,000,000 of the Company’s Class A Common Stock (the “Common Stock”) with an exercise price of $0.00517 (the “Warrants”). Vector is now a wholly-owned, subsidiary of FAC and a consolidated subsidiary of the Company. For additional disclosure about the terms of the SPA, please see the Form 8-K filed by the Company with the SEC on September 15, 2025.

A copy of the Form of the Warrant Agreement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 2.01 of Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 2.01 is incorporated by reference into this Item 3.02 herein.

The shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering and based, in part, on the representations of the investor. There were no sales commissions paid pursuant to this transaction.

Item 7.01 Regulation FD Disclosure.

On September 22, 2025, the Company issued a press release which announced the closing of the SPA and acquisition of Vector. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.2 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Form of Warrant Agreement
99.2		Press Release Dated September 22, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOXO Technologies Inc.
Date: September 22, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What transaction did FOXO Technologies Inc. (FOXOW) report in this 8-K?

FOXO Technologies Inc. reported the completion of its acquisition of Vector Bio Source Inc. under a Stock Purchase Agreement. The closing occurred on September 19, 2025, and Vector became a wholly owned subsidiary of FOXO Acquisition Corporation and a consolidated subsidiary of FOXO Technologies.

How much did FOXO Technologies (FOXOW) pay to acquire Vector Bio Source?

The sellers of Vector Bio Source received $500,000 in cash, 60,000 shares of FOXO’s Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase up to $2,000,000 of FOXO Class A Common Stock at an exercise price of $0.00517 per share.

What securities did FOXO Technologies (FOXOW) issue in connection with the Vector acquisition?

FOXO Technologies issued 60,000 shares of its Series E Cumulative Redeemable Secured Preferred Stock and warrants to purchase up to $2,000,000 of Class A Common Stock at an exercise price of $0.00517 per share as part of the consideration to the Vector sellers.

Were the securities issued by FOXO Technologies (FOXOW) registered with the SEC?

No. The Series E Preferred Stock and the warrants were issued as unregistered securities in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.

Did FOXO Technologies (FOXOW) pay any sales commissions for the Vector acquisition financing?

The company states that there were no sales commissions paid in connection with the issuance of the Series E Preferred Stock and the warrants related to this transaction.

How did FOXO Technologies (FOXOW) communicate the closing of the Vector acquisition to the market?

On September 22, 2025, FOXO Technologies issued a press release announcing the closing of the Stock Purchase Agreement and the acquisition of Vector. This press release is included as Exhibit 99.2 and is furnished under Item 7.01.