FOXO Technologies to acquire Vector Biosource

FOXO Technologies Inc. reported that it has signed a stock purchase agreement to acquire Vector Biosource Inc., a provider of information, data and biospecimen sourcing services to the biotechnology, clinical research and pharmaceutical research industries.

Rhea-AI Filing Summary

FOXO Technologies Inc. reported that it has signed a stock purchase agreement to acquire Vector Biosource Inc., a provider of information, data and biospecimen sourcing services to the biotechnology, clinical research and pharmaceutical research industries. The company shared this update via a furnished press release under a Regulation FD disclosure, meaning it is treating the announcement as general information rather than as filed financial data. The filing also highlights that statements about the acquisition and future performance are considered forward-looking and subject to risks and uncertainties.

Insights

Equity research analyst

FOXO signs an agreement to buy Vector Biosource, expanding into biospecimen and research data services.

FOXO Technologies Inc. has entered into a stock purchase agreement to acquire Vector Biosource Inc., which operates in information, data and biospecimen sourcing for biotechnology, clinical research and pharmaceutical research customers. This indicates an effort to deepen exposure to research-related services, but the excerpt does not disclose deal size, structure or expected financial impact.

Because the information is furnished under Regulation FD and framed with standard forward-looking statement language, it is presented as an informational update rather than detailed financial guidance. The ultimate effect on FOXO’s results will depend on terms of the transaction, integration outcomes and any subsequent disclosures in future company filings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

FOXO Technologies Inc. disclosed that it has signed a stock purchase agreement to acquire Vector Biosource Inc., an information, data and biospecimen sourcing provider.

Who is Vector Biosource Inc., the company FOXO Technologies Inc. plans to acquire?

Vector Biosource Inc. is described as an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.

Under which item did FOXO Technologies Inc. (FOXOW) present the acquisition information?

The acquisition-related information was presented under Item 7.01, Regulation FD Disclosure, and was furnished rather than filed.

How did FOXO Technologies Inc. communicate details of the Vector Biosource acquisition?

FOXO Technologies Inc. issued a press release about signing the stock purchase agreement, which is attached as Exhibit 99.1 and incorporated by reference.

Does FOXO Technologies Inc. treat the acquisition disclosure as subject to Exchange Act Section 18 liabilities?

The company states that the information under Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section 18 of the Exchange Act.

What caution does FOXO Technologies Inc. include regarding statements about the Vector Biosource deal?

FOXO Technologies Inc. notes that the report contains forward-looking statements based on current information and assumptions, and that actual results may differ due to various risks and uncertainties.

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Accepted by SEC EDGAR 09/15/2025 - 08:25 AM EDT Learn about SEC filing dates

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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 11, 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		NYSE American

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 7.01 Regulation FD Disclosure.

On September 11, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), issued a press release which announced that it has signed a stock purchase agreement to acquire Vector Biosource Inc., an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries. 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
99.1		Press Release Dated September 11, 2025
104		Cover Page Interactive Data File (formatted in Inline XBRL)

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