FOXO Technologies (FOXOW) 56.71% holder approves written consent

Rhea-AI Filing Summary

FOXO Technologies Inc. reports that its majority stockholder, Rennova Health, Inc., which is controlled by the company’s CEO, approved certain corporate actions by written consent as of September 10, 2025. Rennova Health held approximately 56.71% of FOXO’s voting rights directly or through proxy on that record date, giving it the ability to approve these matters without a stockholder meeting.

The company plans to file a preliminary Information Statement on Schedule 14C and then mail a definitive Schedule 14C to stockholders of record as of the same date. The approved items will become effective 20 days after the mailing of the definitive Information Statement, with further details to be provided in that document.

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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.

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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 16, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What corporate action did FOXOW disclose in this 8-K filing?

FOXO Technologies Inc. disclosed that its majority stockholder, Rennova Health, Inc., approved certain corporate actions by written consent as of September 10, 2025. The specific items approved will be described in more detail in an upcoming Schedule 14C Information Statement.

How much voting control does the majority stockholder have in FOXOW?

As of the record date of September 10, 2025, Rennova Health, Inc., the majority stockholder controlled by FOXO’s CEO, held approximately 56.71% of the company’s voting rights directly or through proxy.

What is FOXO Technologies planning to file after this written consent?

The company plans to file a preliminary Information Statement on Schedule 14C with the SEC regarding the matters approved by the majority stockholder, followed by mailing a definitive Schedule 14C to stockholders of record.

When will the approved actions at FOXOW become effective?

The actions approved by the majority stockholder will become effective 20 days after FOXO mails the definitive Schedule 14C Information Statement to stockholders of record as of the September 10, 2025 record date.

Who controls the majority stockholder of FOXO Technologies?

The majority stockholder, Rennova Health, Inc., is controlled by FOXO Technologies Inc.’s Chief Executive Officer, as disclosed in the report.

Will all FOXOW stockholders vote on these approved matters?

No additional stockholder vote is described. The matters were approved by written consent of the majority stockholder holding about 56.71% of the voting rights, and other stockholders will receive an Information Statement on Schedule 14C.