---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-005622"
form_type: "8-K"
ticker: "FOXO"
cik: "0001812360"
company_name: "FOXO TECHNOLOGIES INC."
filed_at: "2026-02-06T23:59:59+00:00"
generated_at: "2026-05-16T04:07:56.532680+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# FOXO settles $200K debt by issuing 8,000 Series E Preferred shares to Rennova in related-party deal

## Summary
- Issued 8,000 Series E Preferred shares at $25 stated value to Rennova in full satisfaction of $200,000 in Prior Advances.
- Advances made Dec 4-10, 2025; exchange effective Dec 31, 2025, with closing on Feb 6, 2026.
- Related-party transaction: CEO Seamus Lagan controls both FOXO and Rennova; disinterested directors approved.
- Shares issued under Section 4(a)(2) exemption; no registration rights granted; not freely resalable.
- Debt extinguished; no interest accrued; strengthens balance sheet but raises governance concerns.

## SEC filing metadata
- accession: 0001493152-26-005622
- form_type: 8-K
- ticker: FOXO
- cik: 0001812360
- company_name: FOXO TECHNOLOGIES INC.
- filed_at: 2026-02-06T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1812360/000149315226005622/0001493152-26-005622-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1812360/000149315226005622/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-005622
- JSON: https://secwatch.observer/filing/0001493152-26-005622.json
- Plain text: https://secwatch.observer/filing/0001493152-26-005622.txt

## Key facts
- Equity Issuances
  FOXO TECHNOLOGIES INC. issued 8,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock of preferred stock to Rennova Health, Inc. for full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts.
  - Security: preferred stock
  - Shares: 8,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock
  - Purchaser: Rennova Health, Inc.
  - Consideration: full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts
  source text: ”) effective December 31, 2025 with Rennova Health, Inc., a Delaware corporation (“ Rennova ”). Pursuant to the Exchange Agreement, in full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts (the “ Prior Advances ”) made by Rennova to the Company during the period from December 4, 2025 to December 10, 2025, the Company agreed
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000149315226005622/0001493152-26-005622-index.htm
- Material Agreements
  FOXO TECHNOLOGIES INC. entered into Series E Preferred Stock Exchange Agreement with Rennova Health, Inc. valued at $200,000 (effective 2025-12-31).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Rennova Health, Inc.
  - Value: $200,000
  - Effective: 2025-12-31
  source text: On February 6, 2026, FOXO Technologies Inc., a Delaware corporation (the “ Company ”), entered into a Series E Preferred Stock Exchange Agreement (the “ Exchange Agreement ”) effective December 31, 2025 with Rennova Health, Inc., a Delaware corporation (“ Rennova ”). Pursuant to the Exchange Agreement, in full satisfaction and extinguishment of $200,000 in aggregate previously advanced amounts (the “ Prior Advances ”) made by Rennova to the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000149315226005622/0001493152-26-005622-index.htm

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