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0001812360
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2025-09-10
2025-09-10
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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 10, 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 |
|
FOXO |
|
N/A |
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 5.07 Submission of Matters to a Vote of Security Holders.
On
September 10, 2025 (the “Record Date”), Rennova Health, Inc. (which is controlled by the Company’s CEO) (the
“Majority Stockholder”), a shareholder representing a majority of the voting control of FOXO Technologies Inc., a
Delaware corporation (the “Company”), approved certain actions by written consent (the “Written Consent”).
As of the Record Date, the Majority Stockholder held approximately 56.71% of the Company’s voting rights directly or through proxy.
Pursuant to the Written Consent, the Majority Stockholder approved:
| Item
1. |
An
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 from 500,000,000 shares par value $0.0001 per share to 2,500,000,000
shares any time before March 31, 2026 (the “Authorized Increase”) with the effective date to be determined at
the sole discretion of the Company’s Board of Directors, without further approval or authorization of the Company’s stockholders
before the filing of an amendment to the Certificate of Incorporation effecting the proposed Authorized Increase |
The
Company will file a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to
the matters approved by the Majority Stockholder (the “PRE 14C”) and, as soon as it may do so, will mail the definitive
Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The items approved will then be effective
20 days after the mailing. Further detail regarding each of the items approved will be found in the PRE 14C.
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 16, 2025 |
By: |
/s/
Seamus Lagan |
| |
Name: |
Seamus
Lagan |
| |
Title: |
Chief
Executive Officer |
