FOXO Technologies (FOXO) quadruples authorized shares, details hospital service expansion

Rhea-AI Filing Summary

FOXO Technologies Inc. increased its authorized shares of common stock from 2,500,000,000 to 10,000,000,000 by filing a Certificate of Amendment to its Certificate of Incorporation in Delaware, effective January 18, 2026. This step allows the company to issue significantly more shares in the future if it chooses.

The company also reported that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded its clinical capabilities through new inpatient tele-specialty services and added cardiac diagnostics, according to a January 20, 2026 press release furnished as an exhibit.

Insights

Equity Capital Structure Analyst

FOXO greatly expands share capacity, enabling future equity actions.

FOXO Technologies Inc. amended its Certificate of Incorporation to raise authorized common stock from 2,500,000,000 to 10,000,000,000 shares, effective January 18, 2026. This is a large increase in potential share capacity but does not itself issue new shares or change current ownership percentages.

The expanded authorization gives the company more flexibility for potential future financing, acquisitions, equity-based compensation, or balance sheet restructuring, depending on later decisions and market conditions. Any actual impact on existing holders would come only if and when additional shares are issued, which is not detailed in this disclosure.

The company also highlighted expanded clinical services at Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), including inpatient tele-specialty services and cardiac diagnostics, announced in a January 20, 2026 press release furnished under Regulation FD.

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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): January 18, 2026

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
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the authorization and approval previously provided by the stockholders of FOXO Technologies Inc., a Delaware corporation (the “Company”), the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of Common Stock, $0.0001 par value per share, from 2,500,000,000 shares to 10,000,000,000 shares, which filing became effective on January 18, 2026 (the “Amendment”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 7.01 Regulation FD Disclosure.

On January 20, 2026, the Company issued a press release which announced that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded its clinical capabilities through the addition of inpatient tele-specialty services and cardiac diagnostics. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1 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
3.1		Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective January 18, 2026
99.1		Press Release Dated January 20, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 20, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What corporate change did FOXO (FOXO) disclose in this 8-K?

FOXO Technologies Inc. disclosed that it filed a Certificate of Amendment to its Certificate of Incorporation in Delaware to increase its authorized common stock from 2,500,000,000 shares to 10,000,000,000 shares, effective January 18, 2026.

How many authorized common shares does FOXO (FOXO) have after the amendment?

After the amendment became effective on January 18, 2026, FOXO Technologies Inc. has 10,000,000,000 authorized shares of common stock, up from 2,500,000,000 previously.

Does this FOXO (FOXO) filing mean new shares were issued?

The disclosure states that FOXO Technologies Inc. increased its authorized common shares through a Certificate of Amendment. It describes an increase in the number of shares the company is allowed to issue, not an actual issuance of new shares.

What healthcare-related update did FOXO (FOXO) provide?

FOXO Technologies Inc. reported via press release that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded clinical capabilities by adding inpatient tele-specialty services and cardiac diagnostics.

How was the FOXO (FOXO) hospital update furnished to investors?

The hospital update was provided in a press release dated January 20, 2026, attached as Exhibit 99.1 and furnished under Item 7.01 (Regulation FD Disclosure), and is not deemed filed for purposes of Section 18 of the Exchange Act.

Who authorized the increase in FOXO (FOXO) authorized shares?

The filing states that the increase in authorized common stock was made pursuant to authorization and approval previously provided by the stockholders of FOXO Technologies Inc.