FOXO TECHNOLOGIES INC. Files 8-K on Shareholder Vote Matters

TL;DR

FOXO TECHNOLOGIES INC. (FOXO) filed an 8-K for a shareholder vote on 9/10.

AI Summary

FOXO TECHNOLOGIES INC. filed an 8-K on September 16, 2025, reporting on a submission of matters to a vote of security holders that occurred on September 10, 2025. The company, formerly known as Delwinds Insurance Acquisition Corp., is incorporated in Delaware and headquartered in West Palm Beach, Florida.

Why It Matters

This filing indicates that FOXO TECHNOLOGIES INC. is engaging in corporate actions requiring shareholder approval, which could impact the company's future direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of a shareholder vote and does not inherently present new risks.

Key Players & Entities

• FOXO TECHNOLOGIES INC. (company) — Registrant
• Delwinds Insurance Acquisition Corp. (company) — Former company name
• September 10, 2025 (date) — Date of earliest event reported
• September 16, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• West Palm Beach, FL (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 FOXO N/A Indicate by check mark w

Filing Documents

• form8-k.htm (8-K) — 36KB
• 0001493152-25-013731.txt ( ) — 198KB
• foxo-20250910.xsd (EX-101.SCH) — 3KB
• foxo-20250910_lab.xml (EX-101.LAB) — 33KB
• foxo-20250910_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 10, 2025 (the " Record Date "), Rennova Health, Inc. (which is controlled by the Company's CEO) (the " Majority Stockholder "), a shareholder representing a majority of the voting control of FOXO Technologies Inc., a Delaware corporation (the " Company "), approved certain actions by written consent (the " Written Consent "). As of the Record Date, the Majority Stockholder held approximately 56.71% of the Company's voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved: Item 1. An amendment to the Company's Certificate of Incorporation, as amended (the " Certificate of Incorporation "), to increase the authorized shares of Class A Common Stock of the Company from 500,000,000 shares par value $0.0001 per share to 2,500,000,000 shares any time before March 31, 2026 (the " Authorized Increase ") with the effective date to be determined at the sole discretion of the Company's Board of Directors, without further approval or authorization of the Company's stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Authorized Increase The Company will file a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the " PRE 14C ") and, as soon as it may do so, will mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The items approved will then be effective 20 days after the mailing. Further detail regarding each of the items approved will be found in the PRE 14C. 2

SIGNATURES

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 16, 2025 By: /s/ Seamus Lagan Name: Seamus Lagan Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR