[Form 4] Orthofix Medical Inc. Insider Trading Activity

Rhea-AI Filing Summary

FOXO Technologies Inc. ("FOXO") has circulated a Definitive Information Statement (DEF 14C) dated July 7 2025 announcing that holders of approximately 82% of the company’s 91.6 million voting rights have already provided written consent for nine material corporate actions. As a result, no shareholder meeting or proxy solicitation will occur; the actions become effective 20 days after mailing.

Items 1-8: Shareholders approved the potential issuance of well over 20% of outstanding Class A common shares to cover (i) conversions of every class of preferred stock (Series A-D), (ii) conversion of roughly US$1.8 million in outstanding convertible promissory notes held by ClearThink, LGH, Lucas Ventures, IG Holdings and 1800 Diagonal, (iii) issuance of up to 5.15 million shares to Smithline Family Trust II under an amended exchange agreement, (iv) equity compensation of 40,000 shares to director Bret Barnes under NYSE American Section 711, and (v) equity compensation/finder shares to J.H. Darbie & Co. The approvals satisfy NYSE American Section 713 (20% dilution) and Section 711 (equity compensation) thresholds, enabling FOXO to convert or issue securities even if pricing is below the “Minimum Price”.

Item 9: Shareholders also authorized the Board to implement, at its sole discretion any time before November 6 2025, a 1-for-1.99 reverse stock split. Post-split, outstanding common shares would fall from 20.14 million to roughly 10.07 million, with no change to the 500 million authorized share limit, thereby increasing the pool of authorized but unissued stock. The reverse split is primarily intended to keep the share price above NYSE American’s US$0.10 delisting threshold and to avoid the cumulative 200-to-1 reverse-split limit within two years.

Capital structure snapshot (as of 23 Jun 25):

• Common shares outstanding: 20,143,846
• Series A Preferred: 19,650 shares (aggregate voting power 91.5 million)
• Series B Preferred: 3,245 shares
• Series C Preferred: 573.75 shares
• Series D Preferred: 4,312 shares
• Convertible notes outstanding (principal): ≈ US$1.8 million

Implications for investors: The authorizations remove conversion caps, paving the way for substantial dilution once preferred shares and notes convert—often at 90% of five-day VWAP or fixed prices as low as US$0.10. Conversely, securing formal approval keeps FOXO in compliance with exchange rules, preserves its NYSE American listing, and may facilitate future capital raises.

Positive

• Exchange compliance preserved: Approvals satisfy NYSE American Sections 711 & 713, reducing delisting risk.
• Financing flexibility: Removing 19.99% caps allows FOXO to convert debt and preferred stock swiftly, potentially improving the balance sheet.
• Reverse split discretion: Board can time the 1:1.99 split to optimize market conditions without further shareholder action.

Negative

• Significant dilution risk: Conversions of preferred shares and notes at discounts could materially expand float beyond current 20 million shares.
• Reverse split optics: Share-price boost is mechanical; economic value unchanged and often precedes further price erosion.
• Concentrated control: Voting agreements give Rennova Health & related holders ≈82% voting power, limiting minority influence.
• Discounted financing terms: Many instruments convert at 90% of VWAP or fixed low prices (US$0.10-0.50), pressuring future share price.
• Ongoing cash need: Statement acknowledges need for additional capital raises, implying further dilution is likely.

Insights

Financial Analyst

TL;DR – Massive potential dilution approved; reverse split may avert delisting but economic impact appears negative for existing equity.

The consent authorization eliminates the 19.99% issuance cap for virtually every convertible instrument on FOXO’s balance sheet. Preferred shares convert at steep discounts to market (often 90% VWAP) and numerous discounted notes total about US$1.8 million. If fully converted, common share count could multiply well beyond the current 20 million, significantly eroding existing holders’ economic and voting power. The 1-for-1.99 reverse split temporarily doubles share price and halves share count, creating headroom within the 500 million authorized limit but does nothing to change enterprise value. While the actions avert an immediate NYSE American compliance crisis and may lower financing friction, they transfer considerable optionality to noteholders and preferred investors at common shareholders’ expense.

Corporate Governance Expert

TL;DR – Board used written consent to accelerate approvals; control concentrated, minority voices sidelined.

With 82% voting power controlled through voting agreements, FOXO bypassed a formal meeting. This is legal under Delaware DGCL §228 yet highlights governance concentration: Rennova Health and aligned funds effectively dictated outcomes. Although necessary for exchange compliance, the manoeuvre limits transparency and forecloses debate on dilution magnitude. Investors should monitor future capital raises now that authorized but unissued shares expand post-split.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Engine Capital Management, LP

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	07/02/2025		P		1,250	A	$11.105	3,546,057	I	By: Engine Capital, L.P.(2)
Common Stock(1)								344,652	I	By: Engine Jet Capital, L.P.(3)
Common Stock(1)								362,212	I	By: Engine Lift Capital, LP(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Engine Capital Management, LP

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ENGINE CAPITAL, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Engine Jet Capital, L.P.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Engine Lift Capital, LP

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Engine Investments, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Engine Investments II, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Engine Capital Management GP, LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Ajdler Arnaud

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, 2ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed jointly by Engine Capital, L.P. ("Engine Capital"), Engine Jet Capital, L.P. ("Engine Jet"), Engine Lift Capital, LP ("Engine Lift"), Engine Capital Management, LP ("Engine Management"), Engine Capital Management GP, LLC ("Engine GP"), Engine Investments, LLC ("Engine Investments"), Engine Investments II, LLC ("Engine Investments II") and Arnaud Ajdler (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of common stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Securities owned directly by Engine Capital. Engine Investments is the general partner of Engine Capital, Engine Management is the investment advisor of Engine Capital, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Capital.

3. Securities owned directly by Engine Jet. Engine Investments is the general partner of Engine Jet, Engine Management is the investment advisor of Engine Jet, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments. As a result of these relationships, Engine Investments, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Jet.

4. Securities owned directly by Engine Lift. Engine Investments II is the general partner of Engine Lift, Engine Management is the investment advisor of Engine Lift, Engine GP is the general partner of Engine Management, and Mr. Ajdler serves as the managing partner of Engine Management and the managing member of Engine GP and Engine Investments II. As a result of these relationships, Engine Investments II, Engine Management, Engine GP and Mr. Ajdler may be deemed to beneficially own the securities owned directly by Engine Lift.

	Engine Capital Management, LP, By: Engine Capital Management GP, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Jet Capital, L.P., By: Engine Investments, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Lift Capital, LP, By: Engine Investments II, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Investments, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Investments II, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	Engine Capital Management GP, LLC, By: Arnaud Ajdler, Managing Member	07/07/2025
	/s/ Arnaud Ajdler	07/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did FOXO (FOXO) seek shareholder approval under Section 713?

Because pending conversions and issuances could exceed 20% of outstanding common stock; NYSE American rules require majority approval to maintain listing.

What is the ratio and deadline for FOXO's proposed reverse stock split?

The Board may implement a 1-for-1.99 reverse split at any time before November 6 2025.

How many shares will be outstanding after the 1:1.99 reverse split?

Approximately 10.07 million common shares, down from 20.14 million, not including future conversions.

What is the total principal of convertible notes that can now convert into stock?

About US$1.8 million across ClearThink, LGH, Lucas Ventures, IG Holdings and 1800 Diagonal notes.

How will these approvals affect existing FOXO shareholders?

Expect substantial dilution of both voting power and economic interest as discounted conversions proceed.

Does the reverse split reduce authorized share count?

No. Authorized common shares remain at 500 million, increasing available headroom post-split.