FOXO Technologies (FOXOW) outlines Vector BioSource acquisition deal

Rhea-AI Filing Summary

FOXO Technologies Inc. entered into a Stock Purchase Agreement to acquire all shares of Vector BioSource Inc. through its wholly owned subsidiary. At closing, the Vector sellers will receive $500,000 in cash, 60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock, and three-year warrants to purchase up to $2,000,000 of Class A common stock at an exercise price set at the prior trading day’s closing price plus 10%. They may also receive an additional 80,000 Series E preferred shares on or before 120 days after the second anniversary, tied to at least $4,000,000 of Qualifying Revenue, with a formula to reduce that amount if revenues fall short, and full issuance if a Change of Control occurs earlier. Closing depends on due diligence, final warrant and employment terms, a 12‑month budget, and Company funding of up to $1.2 million for Vector’s cash needs.

Insights

M&A and capital structure analyst

FOXO structures Vector BioSource buyout with cash, preferred stock, warrants, and performance-based earn-out.

The agreement to acquire all equity in Vector BioSource Inc. combines immediate and contingent consideration. Sellers are paid $500,000 in cash, 60,000 Series E preferred shares, and warrants for up to $2,000,000 of Class A common stock, aligning part of their payout with FOXO’s equity value via an exercise price set at the prior close plus 10%.

The additional 80,000 Series E preferred shares function as an earn-out, contingent on Vector’s Business achieving at least $4,000,000 of Qualifying Revenue in the 12 months between the first and second anniversaries. The reduction formula of one preferred share for each $25 revenue shortfall, and full issuance upon a Change of Control before two years, ties part of seller compensation to future performance and strategic outcomes.

Closing is conditioned on completion of due diligence, finalizing warrant and employment terms, and agreeing a 12‑month budget backed by up to $1.2 million in funding for Vector’s cash requirements. These conditions and the sellers’ limited repurchase right at fair market value frame execution risk and governance around the integration, with further detail contained in the Stock Purchase Agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 9, 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		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 1.01 Entry into a Material Definitive Agreement.

Vector Bio Source Acquisition

On September 9, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), entered into the Stock Purchase Agreement (the “SPA”) with Vector BioSource 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”). Pursuant to the SPA, upon closing, the Sellers will exchange 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”), (iii) three year warrants to purchase up to $2,000,000 of the Company’s Class A Common Stock (the “Common Stock”) with an exercise price equal to the closing price of the Common Stock on the trading day immediately prior to closing, plus 10%, and (iv) 80,000 shares of Series E Preferred Stock to be issued to the Sellers on or before 120 days after the two-year anniversary of the closing; provided that, such shares will only be issued in the event that the Qualifying Revenue (as defined in the SPA) of the Business (as defined in the SPA) during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount equal to one share for each $25 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change of Control (as defined in the SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. See the Company’s Form 8-K, filed on June 27, 2025, for a description of the Company’s Series E Preferred Stock.

Pursuant to the SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor.

Closing of the SPA is subject to deliverables and conditions referenced in the SPA including but not limited to: (i) completion of due diligence, (ii) finalization of warrant terms and employment agreements with the Sellers and, (iii) agreement of a 12-month budget following closing with the Sellers and funding of up to $1.2 million to fund Vector’s cash requirements thereof.

A copy of the SPA is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 1.01 of Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Stock Purchase Agreement dated September 9, 2025 by, between, and among FOXO Technologies Inc., Vector Bio Source Inc., stockholders of Vector, and FOXO Acquisition Corporation
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 15, 2025	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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FAQ

What transaction did FOXO Technologies Inc. (FOXOW) disclose with Vector BioSource Inc.?

FOXO Technologies Inc. entered into a Stock Purchase Agreement to acquire all of the issued and outstanding equity securities of Vector BioSource Inc. through its wholly owned subsidiary, FOXO Acquisition Corporation.

How much is FOXO Technologies paying to acquire Vector BioSource Inc.?

At closing, the Vector sellers will receive $500,000 in cash, 60,000 shares of Series E Cumulative Redeemable Secured Preferred Stock, and three-year warrants to purchase up to $2,000,000 of FOXO Class A common stock.

What are the performance-based earn-out terms in FOXO Technologies’ Vector BioSource deal?

Sellers may receive an additional 80,000 Series E preferred shares on or before 120 days after the two-year anniversary, if the Business generates at least $4,000,000 of Qualifying Revenue in the 12 months between the first and second anniversaries. The number of shares is reduced by one share for each $25 of Qualifying Revenue below $4,000,000, unless a Change of Control occurs earlier, in which case all 80,000 shares are issued.

What are the key closing conditions for FOXO Technologies’ acquisition of Vector BioSource?

Closing depends on completion of due diligence, finalization of warrant terms and employment agreements with the sellers, agreement on a 12‑month post-closing budget with the sellers, and FOXO funding up to $1.2 million to meet Vector’s cash requirements under that budget.

What rights do the Vector BioSource sellers have regarding the Purchased Shares after the transaction?

Under the Stock Purchase Agreement, the sellers have the right, but not the obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor.

How are the warrants in the FOXO Technologies and Vector BioSource deal structured?

The sellers will receive three-year warrants to purchase up to $2,000,000 of FOXO Class A common stock. The exercise price will be equal to the closing price of the common stock on the trading day immediately before closing, plus 10%.