Welcome to our dedicated page for FOXO Technologies SEC filings (Ticker: FOXOW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The FOXO TECHNOLOGIES INC WTS (FOXOW) SEC filings page on Stock Titan provides access to regulatory documents filed by FOXO Technologies Inc. with the U.S. Securities and Exchange Commission. These filings are a primary source of information about the company’s capital structure, preferred stock designations, warrant issuances, acquisitions, and governance actions that can affect holders of warrants and other securities.
Recent Form 8-K filings describe amendments to the company’s Certificate of Incorporation and Amended and Restated Certificates of Designation for several series of preferred stock, including Series B, Series C, Series D, and Series E. These documents outline revised conversion prices, clarify dividend payment timing, and set out other rights, privileges, and preferences. The filings state that the summaries are qualified in their entirety by reference to the full certificates attached as exhibits.
Other 8-Ks report increases in authorized shares of Class A Common Stock and Preferred Stock, approved by a majority stockholder through written consent. These filings also discuss the re-election of directors and the non-binding ratification of the company’s independent registered public accounting firm, along with references to preliminary and definitive Information Statements on Schedule 14C that explain these actions to stockholders.
Filings further detail the completion of the acquisition of Vector Bio Source Inc., where the sellers received cash, shares of Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase Class A Common Stock. A form of the warrant agreement is filed as an exhibit, providing the legal terms for those warrants. Another 8-K furnished under Regulation FD describes a press release recognizing the company’s behavioral health subsidiary, Myrtle Recovery Centers, at an awards event.
On Stock Titan, these SEC filings are updated from EDGAR and paired with AI-powered summaries designed to explain the key points of each document in plain language. Users can quickly see what each 8-K, 10-K, 10-Q, or other form covers, while still having direct access to the full text and exhibits for detailed review.
FOXO Technologies Inc. filed its Q3 2025 report, showing sharp top-line growth alongside continued losses and liquidity pressure. Net revenues were $3,548,352 for the quarter, up from $1,196,557 a year ago, and $11,936,645 for the nine months, helped by healthcare operations and $3.0 million from Tennessee’s Hospital Improvement Plan. Loss from operations was $(859,821) in Q3, and net loss attributable to FOXO was $(3,014,545) for the nine months.
After large deemed preferred dividends, net loss to common stockholders was $(14,142,882) in Q3. Cash was $628,557 at September 30, 2025, with a working capital deficit of $24.5 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern without new financing. Total assets were $52.1 million and stockholders’ equity $20.1 million.
The company’s Class A common stock was delisted from NYSE American on August 22, 2025 and began trading on OTC Markets on August 13, 2025 under “FOXO.” Reverse stock splits of 1‑for‑10 (April 28, 2025) and 1‑for‑1.99 (July 27, 2025) were implemented. Shares outstanding were 108,866,549 as of September 30, 2025; as of November 7, 2025, Class A shares outstanding were 526,520,303.
FOXO Technologies Inc. filed its Q3 2025 report, showing sharp top-line growth alongside continued losses and liquidity pressure. Net revenues were $3,548,352 for the quarter, up from $1,196,557 a year ago, and $11,936,645 for the nine months, helped by healthcare operations and $3.0 million from Tennessee’s Hospital Improvement Plan. Loss from operations was $(859,821) in Q3, and net loss attributable to FOXO was $(3,014,545) for the nine months.
After large deemed preferred dividends, net loss to common stockholders was $(14,142,882) in Q3. Cash was $628,557 at September 30, 2025, with a working capital deficit of $24.5 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern without new financing. Total assets were $52.1 million and stockholders’ equity $20.1 million.
The company’s Class A common stock was delisted from NYSE American on August 22, 2025 and began trading on OTC Markets on August 13, 2025 under “FOXO.” Reverse stock splits of 1‑for‑10 (April 28, 2025) and 1‑for‑1.99 (July 27, 2025) were implemented. Shares outstanding were 108,866,549 as of September 30, 2025; as of November 7, 2025, Class A shares outstanding were 526,520,303.
FOXO Technologies Inc. filed amendments to its Certificate of Incorporation affecting two preferred stock series. For the Series D Cumulative Convertible Redeemable Preferred Stock, the conversion price is revised to the higher of $0.0001 (not adjusted for stock splits, dividends, or combinations) or 90% of the average VWAP over the five trading days immediately before a holder submits a Conversion Notice.
For the Series E Cumulative Redeemable Secured Preferred Stock, the company clarified that dividends are paid semi-annually, rather than quarterly. These updates were filed on October 29, 2025, via Amended and Restated Certificates of Designation and are incorporated by reference as Exhibits 3.1 and 3.2.
FOXO Technologies Inc. filed amendments to its Certificate of Incorporation affecting two preferred stock series. For the Series D Cumulative Convertible Redeemable Preferred Stock, the conversion price is revised to the higher of $0.0001 (not adjusted for stock splits, dividends, or combinations) or 90% of the average VWAP over the five trading days immediately before a holder submits a Conversion Notice.
For the Series E Cumulative Redeemable Secured Preferred Stock, the company clarified that dividends are paid semi-annually, rather than quarterly. These updates were filed on October 29, 2025, via Amended and Restated Certificates of Designation and are incorporated by reference as Exhibits 3.1 and 3.2.
FOXO Technologies Inc. amended its Certificate of Incorporation to increase authorized shares of Class A common stock from 500,000,000 to 2,500,000,000. The amendment, previously authorized and approved by stockholders, became effective on October 22, 2025 with the Delaware Secretary of State.
This change expands the number of shares the company may issue in the future; it does not by itself issue any shares or raise capital. A copy of the amendment is filed as Exhibit 3.1.
FOXO Technologies Inc. amended its Certificate of Incorporation to increase authorized shares of Class A common stock from 500,000,000 to 2,500,000,000. The amendment, previously authorized and approved by stockholders, became effective on October 22, 2025 with the Delaware Secretary of State.
This change expands the number of shares the company may issue in the future; it does not by itself issue any shares or raise capital. A copy of the amendment is filed as Exhibit 3.1.
FOXO Technologies Inc. completed the acquisition of Vector Bio Source Inc. through a stock purchase agreement that closed on September 19, 2025. The sellers of Vector received $500,000 in cash, 60,000 shares of FOXO’s Series E Cumulative Redeemable Secured Preferred Stock, and warrants to purchase up to $2,000,000 of Class A Common Stock at an exercise price of $0.00517 per share. Following the transaction, Vector became a wholly owned subsidiary of FOXO Acquisition Corporation, and a consolidated subsidiary of FOXO Technologies. The preferred shares and warrants were issued in a private offering relying on Section 4(a)(2) and Rule 506(b), with no sales commissions paid. FOXO also issued a press release on September 22, 2025 announcing the closing of the acquisition.
FOXO Technologies Inc. obtained written consent from its board and a majority voting stockholder to amend its Certificate of Incorporation to increase authorized Class A common stock from 500,000,000 to 2,500,000,000 shares. The board may implement this increase any time before March 31, 2026 by filing a Certificate of Amendment in Delaware, at its sole discretion.
As of the September 10, 2025 record date, FOXO had 76,667,410 common shares outstanding, but a total of 2,487,646,350 common shares were outstanding or reserved for stock plans, convertible debt, preferred stock, and warrants. The company explains that more authorized shares are needed to satisfy existing financing terms and to support potential future financings, debt settlements, equity incentives, and acquisitions. The filing also notes that additional shares could dilute existing holders and might be used to help deter hostile takeover attempts.
FOXO Technologies Inc. obtained written consent from its Board and a majority voting stockholder to amend its charter to permit a reverse stock split of its common stock at a ratio between 1-for-10 and 1-for-500. The Board may choose the exact ratio and timing, any time before July 31, 2026, by filing a certificate of amendment in Delaware.
The reverse split is intended to raise FOXO’s very low OTC trading price to help meet the $0.01 OTCQB quotation threshold, potentially broaden institutional interest, and reduce certain costs. Based on 67,167,410 common shares outstanding as of September 2, 2025, the split would leave between 6,716,741 and 134,334 shares outstanding, while authorized common shares remain 500,000,000, increasing authorized but unissued capacity. Fractional shares will be rounded up to the nearest whole share, and stockholders’ percentage ownership and voting rights are expected to remain proportionate.
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.
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.
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.