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): May 1527, 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 1.01 Entry ~~into~~Into a Material Definitive Agreement.

On May 1527, 2026, FOXO Technologies Inc. (the “Company”), ~~entered~~together ~~into~~with aits ~~Settlement~~wholly-owned ~~Agreement~~subsidiary, ~~and~~FOXO ~~Release~~Labs, Inc. (~~the~~ “~~Settlement Agreement~~FLI”), ~~with~~entered ~~J.H.~~into ~~Darbie~~a &Strategic ~~Co.,~~Technology ~~Inc.~~License Agreement (~~“J.H.~~the ~~Darbie~~“Agreement”) towith ~~resolve~~Jon R. ~~all~~Sabes, ~~amounts owed under~~ the ~~Finder~~Company’s ~~Fee~~ ~~Agreement (as amended)~~founder, ~~the~~and ~~Advisory~~LongevityFP ~~Agreement~~Technologies, ~~(as amended)~~LLC, ~~and~~a ~~the~~Minnesota ~~Private~~limited ~~Placement~~liability ~~Agreement~~company ~~(as~~controlled ~~amended)~~by ~~(together, the “J~~Mr.H. Sabes ~~Darbie~~(“LongevityFP ~~Agreements~~Technologies”)~~, each of which had terminated pursuant to its terms~~.

~~Pursuant~~The tomaterial ~~the~~terms ~~Settlement Agreement, in full and complete satisfaction~~ of ~~all present and future obligations to J.H. Darbie under~~ the ~~J.H.~~Agreement ~~Darbie Agreements,~~are ~~the~~as ~~Company agreed to~~follows: (i) issue to J.H. Darbie 400 shares of the Company’s Series D Cumulative Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), convertible into shares of the Company’s Class A Common Stock; and (ii) pay J.H. Darbie an aggregate of $175,000 in cash in seven equal monthly installments of $25,000, commencing no later than May 31, 2026, and continuing through December 31, 2026. In the event of a payment default, J.H. Darbie may elect to convert the then-outstanding unpaid balance into shares of Class A Common Stock at 90% of the 20-day volume-weighted average price, subject to a 4.99% beneficial ownership limitation. J.H. Darbie is also entitled to piggyback registration rights with respect to shares issuable upon conversion of the Series D Preferred Stock and upon any conversion of outstanding debt.

~~The~~(i) ~~parties~~License. ~~exchanged~~The ~~mutual~~Company ~~releases~~and ofFLI ~~all~~granted ~~claims~~LongevityFP ~~arising~~Technologies ~~under~~an exclusive, worldwide license to commercialize the JCompany’s epigenetics intellectual property portfolio, including two issued U.HS. ~~Darbie~~patents ~~Agreements~~(U.S. ~~The~~Patent ~~Settlement~~Nos. ~~Agreement~~11,795,495 isand ~~governed~~11,817,214), bya ~~the~~13,000+ ~~laws~~individual ofepigenetic ~~the~~dataset, ~~State~~proprietary ofmachine ~~New~~learning ~~York~~models and algorithms, and related work product and arrangements (collectively, the “Licensed IP”).

~~The~~(ii) ~~foregoing~~Royalty. ~~description~~LongevityFP ofTechnologies ~~the~~will ~~Settlement~~pay ~~Agreement~~the ~~does~~Company ~~not~~a ~~purport~~royalty equal to be3% ~~complete~~of ~~and~~net isrevenues ~~qualified~~derived infrom ~~its~~commercialization ~~entirety by reference to the full text~~ of the ~~Settlement~~Licensed ~~Agreement~~IP, asubject ~~copy of which is filed as Exhibit 10.1~~ to ~~this~~an ~~Current~~aggregate ~~Report~~cap onof ~~Form 8-K and is incorporated herein by reference~~$1,300,000.

~~Item~~(iii) Acquisition 3Option.02 ~~Unregistered~~LongevityFP ~~Sales~~Technologies received an exclusive, irrevocable ten-year option to acquire majority ownership of ~~Equity~~FLI. ~~Securities~~Upon a “Track A” exercise, LongevityFP Technologies acquires 100% of FLI and issues the Company a preferred membership interest representing 40% of LongevityFP Technologies’s fully diluted common equity. Upon a “Track B” exercise, FLI issues LongevityFP Technologies 60% of FLI’s fully diluted equity, with the Company retaining 40%.

~~The~~(iv) ~~information~~IP ~~set forth in Item 1~~Retention.01 ofThe ~~this Current Report on Form 8-K is incorporated herein by reference. In connection with the Settlement Agreement, the~~ Company ~~issued~~retains ~~400~~ownership ~~shares~~ of ~~Series~~FLI Dand ~~Preferred Stock to J.H. Darbie, convertible into shares of Class A Common Stock in accordance with~~ the ~~Series~~Licensed DIP ~~Preferred~~throughout ~~Stock Certificate of Designation. In addition, in~~ the ~~event~~license of a payment default under the Settlement Agreement, the then-outstanding unpaid balance of the cash payment obligation (and any accrued late fees) may become convertible into shares of Class A Common Stock at the election of Jperiod.~~H. Darbie as further described in Item 1.01 above.~~

~~The issuance of the foregoing securities was made in reliance upon the exemption from registration provided by Section 4~~(av)~~(2) of the Securities~~ ~~Act~~Mutual ofReleases. ~~1933,~~The asAgreement ~~amended~~includes ~~(the~~mutual ~~“Securities~~releases ~~Act”),~~between ~~and Rule 506(b) of Regulation D promulgated thereunder. J.H. Darbie represented to~~ the Company ~~that~~and ~~it is an “accredited investor” as defined in Rule 501(a) of Regulation D~~Mr. NoSabes ~~general solicitation or advertising was used in connection with the offering. No underwriters were engaged,~~ and noresolves ~~commissions~~all orprior ~~other~~matters ~~remuneration were~~between ~~paid in connection with~~ the ~~issuance of the foregoing securities~~parties. ~~The securities are subject to restrictions on transfer under applicable federal and state securities laws.~~

~~Item~~The foregoing ~~5.07~~description ~~Submission~~is ofnot ~~Matters~~complete and is qualified in its entirety by reference to the full text of the Agreement, a ~~Vote~~copy of ~~Security~~which is ~~Holders~~attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

OnItem ~~May 18, 2026, Rennova Health, Inc~~7.01 ~~(which~~Regulation isFD controlled by the Company’s CEO) (the “Majority Stockholder”), a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “Written Consent”)Disclosure. The Board of Directors of the Company fixed May 18, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to execute a written consent approving the below action. As of the Record Date, the Majority Stockholder held approximately 95.56% of the Company’s voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved:

1.On May ~~An amendment (the “Amendment”) to the Company’s Certificate of Incorporation~~28, ~~as amended (the “Certificate of Incorporation”)~~2026, ~~to effect a reverse stock split of~~ the Company’s issued ~~and outstanding Class A Common Stock (the “Common Stock”) at any time before November 30, 2026, at~~ a ~~ratio~~joint ~~ranging~~press ~~from~~release ~~one-for-one~~announcing ~~thousand~~its ~~(1:1,000)~~entry tointo ~~one-for-ten~~the ~~thousand~~Strategic ~~(1:10,000)~~Technology ~~(the~~License ~~“Reverse~~Agreement ~~Split”),~~ with ~~the~~Mr. Jon exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors (the “Board”), without further approval or authorization of the Company’s stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse SplitR. ~~For~~Sabes ~~the~~and ~~avoidance~~LongevityFP ~~of doubt~~Technologies, ~~the reverse stock split previously approved by the Board on August 27~~LLC, ~~2025 and by the Majority Stockholder on September 2, 2025 (~~as ~~disclosed~~described inunder ~~the~~Item ~~Company’s~~1.01 ~~Preliminary Information Statement filed on Schedule 14C in September 2025) has been abandoned and will not be effected~~above. ~~For~~A ~~information~~copy ~~regarding~~of the ~~circumstances~~press ~~giving~~release ~~rise~~is toattached ~~the~~hereto ~~current reverse split proposal, including the exchange of certain preferred stock for senior unsecured non-convertible promissory notes~~ as Exhibit ~~disclosed~~99.1 in the Company’s Current Report on Form 8-K filed on May 18, 2026, stockholders are encouraged to review the Company’s recent filings with the SEC, including the Company’s most recent Annual Report on Form 10-K and ~~Quarterly~~is ~~Report~~incorporated onherein ~~Form~~by ~~10-Q~~reference.

The ~~Company~~information ~~has~~under ~~filed~~this aItem ~~preliminary~~7.01, ~~Information~~including ~~Statement~~Exhibit on99.1 ~~Schedule~~hereto, ~~14C~~is ~~with~~being ~~the~~furnished ~~U.S.~~herewith ~~Securities~~ and ~~Exchange~~shall ~~Commission~~not ~~with~~be ~~respect~~deemed to“filed” for the ~~matter~~purposes ~~approved~~of bySection ~~the~~18 ~~Majority~~of ~~Stockholder (~~the ~~“PRE~~Exchange ~~14C”)~~Act, onor ~~May~~otherwise ~~20,~~subject ~~2026~~to ~~and,~~the asliabilities ~~soon~~of asthat itsection, ~~may~~nor doshall ~~so,~~such ~~will~~information ~~mail~~be ~~the~~deemed ~~definitive~~incorporated ~~Information~~by ~~Statement~~reference oninto ~~Schedule~~any ~~14C~~filing tounder ~~its~~the ~~stockholders~~Securities Act of ~~record~~1933, as ofamended, or the ~~Record~~Exchange ~~Date.~~Act, ~~The~~except ~~Reverse~~as ~~Split will~~expressly ~~then~~set beforth ~~effective~~by nospecific ~~earlier~~reference ~~than~~in 20such ~~days~~filing. ~~after~~Furthermore, the ~~mailing.~~furnishing ~~The~~of ~~Reverse~~information ~~Split~~under isItem ~~also~~7.01 ~~subject~~of tothis ~~approval~~Current byReport ~~the~~on Form ~~Financial~~8-K ~~Industry Regulatory~~is ~~Authority~~not ~~(“FINRA”),~~intended ~~and~~to constitute a determination by the Company ~~has~~that ~~filed~~ the ~~requisite~~information ~~application~~contained ~~with~~herein, ~~FINRA.~~including ~~Further~~the ~~detail~~exhibit ~~regarding~~ hereto, is material or that the ~~Reverse~~dissemination ~~Split~~of issuch ~~found~~information inis ~~the~~required ~~PRE~~by ~~14C~~Regulation FD.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		~~Settlement~~Strategic ~~Agreement~~Technology ~~and~~License ~~Release~~Agreement, dated as of May 1527, 2026, by and ~~between~~among FOXO Technologies Inc., ~~and~~FOXO JLabs, Inc.H, Jon R. ~~Darbie~~Sabes, &and ~~Co.~~LongevityFP Technologies, ~~Inc~~LLC (Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally omitted materials to the SEC upon request.)
99.1		Joint Press Release dated May 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 22, 2026	By:	/s/ Seamus Lagan
Date: May 28, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

Filing Compare · FOXO TECHNOLOGIES INC.