FOXO TECHNOLOGIES INC. 8-K

What Happened FOXO Technologies Inc. (through its subsidiary FOXO Labs, Inc.) announced on May 27, 2026 that it entered a Strategic Technology License Agreement with founder Jon R. Sabes and LongevityFP Technologies, LLC. The agreement grants LongevityFP an exclusive, worldwide license to FOXO’s epigenetics intellectual property, and was announced publicly via a joint press release on May 28, 2026.

Key Details

• License: Exclusive, worldwide license to FOXO’s epigenetics IP, including two issued U.S. patents (U.S. Pat. Nos. 11,795,495 and 11,817,214), a 13,000+ individual epigenetic dataset, proprietary machine‑learning models/algorithms, and related work product.
• Royalty: LongevityFP will pay FOXO a royalty equal to 3% of net revenues from commercialization of the Licensed IP, subject to an aggregate cap of $1,300,000.
• Acquisition Option: LongevityFP received an exclusive, irrevocable 10‑year option to acquire majority ownership of FOXO Labs, Inc. — with two tracks:
  • Track A: LongevityFP acquires 100% of FOXO Labs and issues FOXO Technologies a preferred membership interest equal to 40% of LongevityFP’s fully diluted common equity.
  • Track B: FOXO Labs issues LongevityFP 60% of FOXO Labs’ fully diluted equity, leaving FOXO Technologies with 40%.
• IP Ownership and Releases: FOXO retains ownership of FOXO Labs and the Licensed IP during the license period; the agreement also includes mutual releases resolving prior matters between the parties.

Why It Matters This deal monetizes FOXO’s core epigenetics assets while allowing a separate entity controlled by the company’s founder to commercialize them. The 3% royalty (capped at $1.3M) sets a limited near‑term revenue upside from commercialization, and the 10‑year acquisition option could materially change ownership of FOXO Labs if exercised. Investors should note the structure: an exclusive commercial license combined with a path for LongevityFP to gain majority control of FOXO Labs, while FOXO initially retains ownership and receives limited capped royalties.