FOXO TECHNOLOGIES INC. 8-K

What Happened
FOXO Technologies Inc. (FOXO) filed a Form 8-K disclosing that, following stockholder authorization, the company signed and submitted a Certificate of Amendment to its Certificate of Incorporation on April 15, 2026. The amendment increases the company’s total authorized shares to 25,020,000,000 and will become effective upon filing with the Delaware Secretary of State on May 3, 2026.

Key Details

• Total authorized shares after amendment: 25,020,000,000 shares.
  • 25,000,000,000 shares of Class A Common Stock (par value $0.0001 per share)
  • 20,000,000 shares of Preferred Stock (par value $0.0001 per share)
• Stockholder approval was given and the amendment was signed/submitted on April 15, 2026.
• Amendment adopted in accordance with Sections 212 and 242 of the Delaware General Corporation Law.

Why It Matters
Increasing authorized shares gives FOXO legal capacity to issue more common or preferred stock in the future for purposes such as financings, equity compensation, stock splits, or acquisitions. The amendment itself does not issue new shares—only expands the number the company is allowed to issue—which means potential dilution could occur later if the company actually issues additional shares. Investors should monitor future SEC filings for any actual share issuances or plans that use the newly authorized shares.