FOXO TECHNOLOGIES INC. 8-K

What Happened
FOXO Technologies Inc. filed an 8-K (dated Feb 6, 2026) disclosing that it entered into a Series E Preferred Stock Exchange Agreement with Rennova Health, Inc. effective December 31, 2025. To fully satisfy $200,000 of advances made by Rennova between December 4–10, 2025, FOXO agreed to issue 8,000 shares of its Series E Cumulative Redeemable Secured Preferred Stock (par $0.0001; stated value $25.00 per share). Upon issuance, the prior advances are deemed fully satisfied and Rennova will no longer be a creditor with respect to those advances.

Key Details

• Exchange Agreement effective date: December 31, 2025; 8-K filed February 6, 2026.
• Amount settled: $200,000 in prior advances made Dec 4–10, 2025.
• Securities issued: 8,000 shares of Series E Cumulative Redeemable Secured Preferred Stock, stated value $25.00 per share (total stated value $200,000).
• Filing items: Item 1.01 (material definitive agreement) and Item 3.02 (unregistered sale of equity securities); Exhibit 99.1 is the Exchange Agreement.

Why It Matters
This transaction converts a short-term creditor position into preferred equity, removing $200,000 of advances from FOXO’s creditor obligations and adding a preferred stock claim with specified stated value. For investors, that means a change in the company’s capital structure—liabilities decrease while preferred equity increases—potentially affecting balance sheet presentation and priority of claims (preferred stock typically has different rights than common stock). Review the Exchange Agreement (Exhibit 99.1) and future filings for details on rights, dividends, redemption terms, and any potential impact on common shareholders.