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~~June 2725, 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
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 15.0103 ~~Entry~~Amendments ~~Into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

On ~~May~~June 2725, 2026, FOXO Technologies Inc., a Delaware corporation (the “Company”), ~~together~~filed ~~with~~a Certificate of Amendment to its ~~wholly-owned~~Certificate ~~subsidiary~~of Incorporation, ~~FOXO~~as ~~Labs, Inc.~~amended (the “~~FLI~~Charter Amendment”), ~~entered~~with ~~into~~the Secretary of State of the State of Delaware to implement a ~~Strategic~~1-for-3,000 ~~Technology~~reverse ~~License~~stock ~~Agreement~~split, such that every 3,000 shares of Class A Common Stock (the “~~Agreement~~Common Stock”) will ~~with~~be ~~Jon R.~~combined ~~Sabes,~~and ~~the~~converted ~~Company’s~~into ~~founder,~~one issued and ~~LongevityFP~~outstanding ~~Technologies,~~share ~~LLC,~~of aCommon ~~Minnesota~~Stock, ~~limited~~with ~~liability~~no ~~company~~change ~~controlled~~in bythe Mr$0.0001 ~~Sabes~~par value per share (the “~~LongevityFP~~Reverse ~~Technologies~~Stock Split”).

The ~~material~~Reverse ~~terms~~Stock Split became effective at 4:01 p.m., Eastern Time, on June 30, 2026. Upon the opening of trading on July 1, 2026, the ~~Agreement~~Common ~~are~~Stock asbegan ~~follows:~~trading on a post-split basis under CUSIP number 351471602.

~~(i)~~No ~~License.~~fractional ~~The~~shares ~~Company~~will ~~and~~be ~~FLI~~issued ~~granted~~in ~~LongevityFP~~connection ~~Technologies~~with anthe ~~exclusive,~~Reverse ~~worldwide~~Stock ~~license~~Split. toAny ~~commercialize~~fractional ~~the~~share ~~Company’s epigenetics~~that ~~intellectual~~would ~~property~~otherwise ~~portfolio,~~result ~~including~~from ~~two~~the Reverse ~~issued~~Stock ~~U.S.~~Split ~~patents~~will ~~(U.S.~~be ~~Patent~~rounded ~~Nos.~~up ~~11,795,495~~to ~~and~~the ~~11,817,214),~~nearest awhole ~~13,000+ individual~~number ~~epigenetic~~of ~~dataset,~~shares ~~proprietary~~of ~~machine~~Common ~~learning models and algorithms~~Stock, and ~~related~~no ~~work~~stockholders ~~product~~will ~~and~~receive ~~arrangements~~cash ~~(collectively,~~in ~~the~~lieu ~~“Licensed~~of ~~IP”)~~fractional shares.

~~(ii)~~The ~~Royalty.~~foregoing ~~LongevityFP~~description ~~Technologies~~of ~~will~~the ~~pay~~Charter ~~the~~Amendment ~~Company~~is anot ~~royalty~~complete ~~equal~~and is subject to, 3%and ofqualified ~~net~~in ~~revenues~~its ~~derived~~entirety ~~from~~by, ~~commercialization~~the ofcomplete text of the ~~Licensed~~Charter IPAmendment, ~~subject~~which is filed as Exhibit 3.1 to anthis ~~aggregate~~Current ~~cap~~Report ofon ~~$1,300,000~~Form 8-K and incorporated by reference herein.

(iii) Acquisition Option. LongevityFP Technologies received an exclusive, irrevocable ten-year option to acquire majority ownership of FLI. 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%.

(iv) IP Retention. The Company retains ownership of FLI and the Licensed IP throughout the license period.

(v) Mutual Releases. The Agreement includes mutual releases between the Company and Mr. Sabes and resolves all prior matters between the parties.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Item 7.01

Regulation FD Disclosure.

On ~~May~~July 281, 2026, the Company issued a ~~joint~~ press release announcing ~~its entry into~~ the ~~Strategic~~Reverse ~~Technology~~Stock ~~License Agreement with Mr~~Split. ~~Jon~~ ~~R. Sabes and LongevityFP Technologies, LLC, as described under Item 1.01 above.~~ A copy of the press release is attached hereto as as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by 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		Strategic Technology License Agreement, dated as of May 27, 2026, by and among FOXO Technologies Inc., FOXO Labs, Inc., Jon R. Sabes, and LongevityFP Technologies, 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.)
3.1		Certificate of Amendment to Certificate of Incorporation filed June 25, 2026
99.1		~~Joint~~ Press Release ~~dated~~Dated ~~May~~July 281, 2026
104		Cover Page Interactive Data File (~~embedded~~formatted ~~within~~in ~~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 28, 2026	By:	/s/ Seamus Lagan
Date: July 1, 2026	By:	/s/ Seamus Lagan
	Name:	Seamus Lagan
	Title:	Chief Executive Officer

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