Current Report · Items 5.07 · 8-K
FOXO TECHNOLOGIES INC.
FOXOOTCEQUITYCurrent
Submission of Matters to a Vote of Security Holders
Item Submission 5.07 of Matters to a Vote of Security Holders. On August 13, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “ Majority Stockholder ”), a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “ Written Consent ”).…
Filed Aug 14, 2026Accepted Aug 14, 2026, 4:10 PM EDTCIK 1812360Accession 0001493152-26-038356
Company context
We are a healthcare services and technology company operating in three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii) Labs, formerly referred to as Labs and Life. These segments further operate in four synergistic divisions, a rural hospital division and a mental and behavioral health division, which make up our Healthcare segment, a biospecimens division, which makes up our Life Science Services segment and an epigenetics diagnostics and interpretation division, which makes up our Labs segment. Our rural hospital division, biospecimens division and epigenetics diagnostics and interpretation division operate through wholly owned subsidiaries, and our behavioral health division operates through a majority-owned subsidiary.
Current securities
Historical securities (5)
Disclosure sections
Items 5.07Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Matters to a Vote of Security Holders.
On
August 13, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “ Majority Stockholder ”),
a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “ Written
Consent ”). August 13, 2026, the date the Written Consent was delivered to the Company, is the record date (the “ Record
Date ”) for the determination of stockholders entitled to notice of the action approved by the Written Consent. As of the Record
Date, the Majority Stockholder held approximately 99.12% of the Company’s voting rights directly or through proxy. The Board of
Directors approved the below action by unanimous written consent on August 13, 2026. Pursuant to the Written Consent, the Majority
Stockholder approved:
An
amendment (the “Amendment”) to the Company’s Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), to effect a reverse stock
split of the Company’s issued and outstanding Class A Common Stock (the “Common
Stock”) at any time before June 30, 2027, at a ratio ranging from one-for-fifty
(1:50) to one-for-one thousand (1:1,000) (the “Reverse Split”),
with each fractional share rounded up to the nearest whole share and with the exact ratio
within such range to be determined at the sole discretion of the Company’s Board of
Directors (the “Board”), without further approval or authorization of
the Company’s stockholders before the filing of an amendment to the Certificate of
Incorporation effecting the proposed Reverse Split. The Board authorized the Reverse Split
solely in connection with, and for the purpose of facilitating, an application to list the
Common Stock on a senior national securities exchange, specifically The Nasdaq Stock Market
LLC or NYSE American LLC (the “Uplisting”), and will not effect the Reverse
Split for any other purpose. For additional information regarding the Reverse Split, stockholders
are encouraged to review the Company’s recent filings with the SEC, including the Company’s
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
The
Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to
the matter approved by the Majority Stockholder (the “ PRE 14C ”) on August 14, 2026 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 Reverse Split will
then be effective no earlier than 20 days after the mailing. In connection with the Reverse Split, the Company is also required to provide
notice to, and have its submission processed by, the Financial Industry Regulatory Authority (“ FINRA ”) pursuant to
FINRA Rule 6490. Further detail regarding the Reverse Split is found in the PRE 14C.