Foxo Technologies Announces Reverse Stock Split to Pursue Uplisting

What Happened
Foxo Technologies Inc. (FOXO) filed an 8-K reporting that on August 13, 2026 a majority stockholder, Rennova Health, Inc. (controlled by FOXO’s CEO), approved by written consent a proposed reverse stock split of the Company’s Class A common stock. The Board unanimously authorized an amendment to the Certificate of Incorporation to permit a reverse split at any time before June 30, 2027 at a ratio between one-for-fifty (1:50) and one-for-one thousand (1:1,000), with fractional shares rounded up. The reverse split is being authorized solely to facilitate an application to list the Common Stock on a senior national securities exchange (Nasdaq or NYSE American). FOXO filed a preliminary Information Statement on Schedule 14C (PRE 14C) on August 14, 2026; the definitive information statement will be mailed to holders of record as of the August 13, 2026 record date, and the reverse split will be effective no earlier than 20 days after mailing and after FINRA processing per Rule 6490.

Key Details

• Record date: August 13, 2026; majority stockholder (Rennova Health, Inc.) held ~99.12% of voting rights as of that date.
• Reverse split range: 1-for-50 to 1-for-1,000; exact ratio to be chosen by the Board without further stockholder approval prior to filing the amendment.
• Fractional shares: any fractional share resulting from the split will be rounded up to the nearest whole share.
• Process steps: PRE 14C filed August 14, 2026; definitive Schedule 14C to be mailed, effective no earlier than 20 days after mailing; FINRA Rule 6490 submission/processing required.

Why It Matters
A reverse stock split consolidates outstanding shares and raises the per-share price mathematically, a common step companies take when seeking to meet minimum share price or listing requirements for national exchanges. Because the Majority Stockholder controls ~99.12% of voting rights and approved the action, the Board can implement a split within the approved range without further shareholder votes. Investors should understand this is a capital-structure change intended to facilitate an uplisting filing; it does not change the company’s underlying business or create new assets or liabilities. Watch subsequent filings for the Board’s chosen ratio, the definitive Schedule 14C, FINRA clearance, and any formal uplisting application or approval.