Foxo Technologies INC. 8-K Filing

Ticker: FOXOW · Form: 8-K · Filed: Dec 19, 2025 · CIK: 1812360

Sentiment: neutral

Filing Stats: 1,064 words · 4 min read · ~4 pages · Grade level 13.2 · Accepted 2025-12-19 17:20:43

Key Financial Figures

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 16, 2025, FOXO Technologies Inc., a Delaware corporation (the " Company "), filed amendments to the Company's Certificate of Incorporation (the " Certificate of Incorporation "), in the form of Amended and Restated Certificates of Designation (the " Amended Designations ") of the Company's previously designated "Series B Cumulative Convertible Redeemable Preferred Stock" (the " Series B Preferred Stock ") and the Company's previously designated "Series C Cumulative Convertible Redeemable Preferred Stock" (the " Series C Preferred Stock "). The Amended Designations revise the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately prior to the date the Conversion Notice is tendered by the holder and removes the mandatory conversion provision. They also exempt dividends paid to the holders of the Company's Series E Cumulative Redeemable Secured Preferred Stock from the restrictions contained in Section 3(d). The summary of the rights, privileges and preferences of the Series B Preferred Stock and the Series C Preferred Stock described above is qualified in its entirety by reference to the Amended Designations, copies of which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 16, 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 98.6% of the Company's voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved: 1. An amendment (the " Amendment ") to the Company's Certificate of Incorporation, as amended (the " Certificate of Incorporation "), (i) to increase the authorized shares of Class A Common Stock of the Company (the " Common Stock ") from 2,500,000,000 shares par value $0.0001 per share to 10,000,000,000 shares, and (ii) to increase the authorized shares of Preferred Stock of the Company (the " Preferred Stock ") from 10,000,000 shares par value $0.0001 per share to 20,000,000 shares any time before April 30, 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. 2. The re-election of Seamus Lagan, Trevor Langley, Francis Colt deWolf III, Bret Barnes, and Mark White to the Company's Board of Directors to hold office until the next annual meeting of the stockholders of the Company or until their respective successors have been elected or qualified or until such director resigns or is removed (the " Election of Directors "). The Majority Stockholder also approved (on a non-binding basis) a ratification of the appointment of Kreit & Chiu CPA LLP as the Company's independent registered public accounting firm f

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 3.1 Amended and Restated Certificate of Designation for Series B Preferred Stock filed with the Delaware Secretary of State on December 16, 2025 3.2 Amended and Restated Certificate of Designation for Series C Preferred Stock filed with the Delaware Secretary of State on December 16, 2025 104 Cover Page Interactive Data File (formatted in Inline XBRL) 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: December 18, 2025 By: /s/ Seamus Lagan Name: Seamus Lagan Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing