FOXO Technologies amends preferred stock terms and increases authorized shares via majority stockholder consent

FOXO TECHNOLOGIES INC.

Filed amendments to Series B and C Preferred Stock, revising conversion price to higher of $0.0001 or 90% of 5-day VWAP and removing mandatory conversion.
Majority stockholder Rennova Health (controlled by CEO) holding ~98.6% voting rights approved increase of Common Stock from 2.5B to 10B shares and Preferred from 10M to 20M shares.
Re-elected directors Seamus Lagan, Trevor Langley, Francis Colt deWolf III, Bret Barnes, and Mark White to board.
Ratified appointment of Kreit & Chiu CPA LLP as independent auditor for fiscal year 2025.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FOXO TECHNOLOGIES INC.: Filed Amended Designations for Series B and Series C Preferred Stock, revising conversion price and removing mandatory conversion provision, and exempting dividends on Series E Preferred Stock from certain restrictions (effective 2025-12-16).

Change: charter amendment
Effective: 2025-12-16

Exact text from the filing

On December 16, 2025, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), filed amendments to the Company’s Certificate of Incorporation (the “ Certificate of Incorporation ”), in the form of Amended and Restated Certificates of Designation (the “ Amended Designations ”) of the Company’s previously designated “Series B Cumulative Convertible Redeemable Preferred Stock” (the “ Series B Preferred Stock ”) and the Company’s previously designated “Series C Cumulative Convertible Redeemable Preferred Stock” (the “ Series C Preferred Stock ”).

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FOXO TECHNOLOGIES INC. filing history →

Source: SEC EDGAR

accession 0001493152-25-028605

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