FOXO TECHNOLOGIES INC. 8-K

What Happened
FOXO Technologies Inc. filed an 8‑K disclosing a Settlement Agreement with J.H. Darbie & Co., Inc. dated May 15, 2026, resolving amounts under prior advisory and placement agreements, and a written consent by the company’s majority stockholder (Rennova Health, Inc.) on May 18, 2026 approving an amendment to allow a reverse stock split of Class A common stock at a ratio between 1:1,000 and 1:10,000 to be set by the Board before November 30, 2026.

Key Details

• Settlement terms: FOXO will issue 400 shares of Series D Cumulative Convertible Redeemable Preferred Stock (convertible into Class A common) and pay $175,000 in cash via seven monthly installments of $25,000, starting no later than May 31, 2026 and ending Dec 31, 2026.
• Conversion on default: If cash payments default, J.H. Darbie may convert the unpaid balance into Class A common at 90% of the 20‑day volume‑weighted average price (20‑day VWAP), subject to a 4.99% beneficial ownership cap. J.H. Darbie also receives piggyback registration rights for shares issuable on conversion.
• Majority approval & record date: Rennova Health, Inc. (controlled by FOXO’s CEO) executed a written consent on May 18, 2026 and held about 95.56% of voting power as of the record date.
• Reverse split mechanics: The Board may effect a reverse split of between 1:1,000 and 1:10,000 without further stockholder approval before filing the amendment; FINRA approval and mailing of a definitive Schedule 14C are required, and the split will be effective no earlier than 20 days after mailing.

Why It Matters
The settlement reduces outstanding obligations to a single defined package (preferred stock plus scheduled cash), which clarifies one creditor relationship and could affect future dilution if conversion provisions are exercised. The authorized broad-range reverse split (up to 1:10,000) is a significant corporate action that can materially change share counts and per‑share metrics if implemented; it requires FINRA clearance and will be implemented at the Board’s discretion. Investors should watch for the definitive Schedule 14C, FINRA outcome, and any future filings showing actual conversion, registration, or impacts on shares outstanding.