---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-014507"
form_type: "8-K"
ticker: "FOXO"
cik: "0001812360"
company_name: "FOXO TECHNOLOGIES INC."
filed_at: "2025-09-22T23:59:59+00:00"
generated_at: "2026-05-17T05:59:33.391931+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# FOXO closes acquisition of Vector Bio Source; $500K cash, preferred stock, and warrants

## Summary
- On Sept 19, 2025, FOXO completed the purchase of Vector Bio Source, which became a wholly owned subsidiary.
- Total consideration: $500,000 cash, 60,000 Series E Cumulative Redeemable Secured Preferred Shares, and warrants for up to $2M of common stock.
- Warrants have an exercise price of $0.00517 per share and a 9.99% beneficial ownership limitation.
- Shares and warrants were issued in a private placement exempt from registration under Section 4(a)(2) and Rule 506(b).

## SEC filing metadata
- accession: 0001493152-25-014507
- form_type: 8-K
- ticker: FOXO
- cik: 0001812360
- company_name: FOXO TECHNOLOGIES INC.
- filed_at: 2025-09-22T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 2.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1812360/000149315225014507/0001493152-25-014507-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1812360/000149315225014507/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-014507
- JSON: https://secwatch.observer/filing/0001493152-25-014507.json
- Plain text: https://secwatch.observer/filing/0001493152-25-014507.txt

## Key facts
- Equity Issuances
  FOXO TECHNOLOGIES INC. issued Not provided in excerpt of preferred stock to Sellers named in Stock Purchase Agreement for Not provided in excerpt.
  - Security: preferred stock
  - Shares: Not provided in excerpt
  - Purchaser: Sellers named in Stock Purchase Agreement
  - Consideration: Not provided in excerpt
  source text: The shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering and based, in part, on the representations of the investor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000149315225014507/0001493152-25-014507-index.htm
- Equity Issuances
  FOXO TECHNOLOGIES INC. issued Not provided in excerpt of warrant to Sellers named in Stock Purchase Agreement for Not provided in excerpt.
  - Security: warrant
  - Shares: Not provided in excerpt
  - Purchaser: Sellers named in Stock Purchase Agreement
  - Consideration: Not provided in excerpt
  source text: The shares of Series E Preferred Stock and the Warrants were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506(b) of Regulation D promulgated thereunder as a transaction by an issuer not involving any public offering and based, in part, on the representations of the investor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000149315225014507/0001493152-25-014507-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.