UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event Reported): ~~February~~March 618, 2026

FOXO TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39783

85-1050265

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

477 South Rosemary Avenue

Suite 224

West Palm Beach, FL

33401

(Address of Principal Executive Offices)

(Zip Code)

(612) 800-0059

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 618, 2026, ~~FOXO~~Sylwia ~~Technologies~~Nowak ~~Inc.,~~Hauman aresigned ~~Delaware~~from ~~corporation~~her ~~(the~~position ~~“Company”),~~as ~~entered~~Chief ~~into~~Financial aOfficer ~~Series~~(Principal EFinancial ~~Preferred Stock~~and ~~Exchange~~Accounting ~~Agreement (the “Exchange Agreement”~~Officer) of ~~effective~~FOXO ~~December~~Technologies ~~31, 2025 with Rennova Health,~~ Inc., a Delaware corporation (the “~~Rennova~~Company”). ~~Pursuant~~Ms. toHauman’s resignation ~~the~~letter ~~Exchange~~cited ~~Agreement,~~concerns inregarding ~~full~~the ~~satisfaction~~Company’s ~~and~~internal ~~extinguishment~~control ~~of $200~~environment,~~000~~ ~~in aggregate~~financial ~~previously~~reporting ~~advanced~~processes, ~~amounts~~and (the ~~“Prior~~resourcing of ~~Advances”)~~the ~~made~~finance byand ~~Rennova~~accounting toteam. ~~the~~The Company ~~during~~respectfully ~~the~~disagrees ~~period~~with ~~from December 4, 2025 to December 10, 2025,~~ the ~~Company~~characterizations ~~agreed~~in toMs. ~~issue~~Hauman’s toresignation ~~Rennova,~~ letter and ~~Rennova~~believes ~~agreed to accept, 8,000 shares of~~ the Company’s ~~Series~~ Einternal ~~Cumulative Redeemable Secured Preferred Stock~~controls, ~~par~~reporting ~~value~~processes ~~$0.0001~~and ~~per~~staffing ~~share~~are ~~(the~~adequate ~~“Series~~and Ehave ~~Preferred~~been ~~Stock”),~~significantly improved atunder acurrent ~~stated value of $25~~management.00 ~~per~~The ~~share.~~Company ~~Upon~~remains ~~issuance~~committed ~~of the 8,000 shares of Series E Preferred Stock~~ to ~~Rennova~~maintaining instrong ~~accordance~~internal ~~with~~controls ~~the Exchange Agreement, the Prior Advances will be deemed fully satisfied, cancelled~~ and offulfilling noits ~~further~~reporting ~~force or effect, and Rennova will~~obligations ~~have~~in noa ~~further~~timely ~~rights~~manner as awill ~~creditor~~be ofdemonstrated ~~the~~by ~~Company~~filing ~~with respect to~~ the ~~Prior~~upcoming ~~Advances.~~10-K ~~A copy of the Exchange Agreement is attached hereto as Exhibit 99~~timely.1.

~~Item~~On ~~3.02~~March ~~Unregistered~~24, ~~Sales~~2026, ofthe ~~Equity~~Company ~~Securities~~appointed Celene Laurene Rattray Grant (age 44) as the Company’s Chief Financial Officer (Principal Financial and Accounting Officer).

~~The~~Celene ~~information~~Grant ~~set forth under Item 1.01 of this Current Report on Form 8-K regarding the issuance of shares of the Company’s Series E Preferred Stock to Rennova pursuant to the Exchange Agreement~~ is ~~incorporated~~a byCertified ~~reference~~Public ~~into~~Accountant ~~this~~with ~~Item~~over ~~3.02.~~15 ~~The~~years ~~8,000 shares~~ of ~~Series~~ Eexperience ~~Preferred Stock to be issued to Rennova~~ in ~~exchange~~financial ~~for the Prior Advances were offered and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933~~management, asbusiness ~~amended (the “Securities Act”)~~leadership, and~~/or~~ ~~Regulation~~corporate ~~D promulgated thereunder~~strategy, ~~as a transaction not involving a public offering. Rennova represented to the Company that~~ ~~it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and that it is acquiring the Series E Preferred Stock for investment purposes only and not~~ with aparticular ~~view~~expertise ~~to, or for resale~~ in ~~connection with, any distribution thereof in violation of~~ the ~~Securities~~healthcare ~~Act~~industry.

~~Item 9~~Ms.01 Grant began her engagement with the Company’s predecessor as a consultant Financial ~~Statements~~Controller in April 2018, a role she held through June 2021. She then joined Certified Foot and ~~Exhibits~~Ankle Specialists as Chief Accounting Officer, serving in that capacity from June 2021 through February 2024. Ms. Grant returned to FOXO Technologies in April 2024 as a consultant, where she played a key role in returning the Company to good standing with its SEC reporting obligations, through November 2025. Most recently, from November 2025 until her appointment as Chief Financial Officer, Ms. Grant has been engaged with Rennova Health Inc., leading efforts to bring that company into compliance with SEC reporting requirements.

~~(d)~~Ms. ~~Exhibits~~Grant holds a Bachelor of Science in Accounting from Florida Atlantic University and a Master of Business Administration from Nova Southeastern University.

Exhibit Number		Description of Exhibit
99.1		Series E Preferred Stock Exchange Agreement, dated as of December 31, 2025, by and between FOXO Technologies Inc. and Rennova Health, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

There are no family relationships between Ms. Grant and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

There are no transactions between Ms. Grant and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Ms. Grant will receive an annual base salary of $200,000 and will be eligible for a discretionary annual bonus of up to $25,000.

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: February 6, 2026	By:	/s/ Seamus Lagan
Date: March 24, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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