{"schema_version":"secwatch.filing_event.v1","accession":"0001641172-25-015132","form_type":"8-K","ticker":"FOXO","cik":"0001812360","company_name":"FOXO TECHNOLOGIES INC.","filed_at":"2025-06-13T23:59:59+00:00","discovered_at":"2026-05-14T18:02:49.826761+00:00","generated_at":"2026-05-19T08:54:21.662452+00:00","sec_items":["1.01","5.02","7.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"FOXO forms acquisition subsidiary, issues preferred stock, appoints CEO as interim CFO after CFO death","bullets":["Formed FOXO Acquisition Corp., a wholly-owned subsidiary for healthcare services acquisitions; plans to create publicly listed non-convertible preferred stock for funding.","Appointed CEO Seamus Lagan as interim CFO after Martin Ward passed away on June 9, 2025; search for permanent CFO underway.","Amended exchange agreement with Smithline Family Trust II, increasing potential rights shares from 1.31M to 5.15M post-split; $384,297 debt remains.","Approximately $384,297 still owed to Smithline under Nov 2023 settlement; could require ~1.8M shares to settle at current price.","The new preferred stock is intended to be non-dilutive to common stockholders and generate cash/common stock dividends."],"urls":{"canonical":"https://secwatch.observer/filing/0001641172-25-015132","json":"https://secwatch.observer/filing/0001641172-25-015132.json","markdown":"https://secwatch.observer/filing/0001641172-25-015132.md","text":"https://secwatch.observer/filing/0001641172-25-015132.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/0001641172-25-015132-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-19T08:54:21.662452+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28e96fd506","claim":"Martin Ward departed as Interim Chief Financial Officer at FOXO TECHNOLOGIES INC..","evidence_excerpt":"On June 9, 2025, Martin Ward, the Company’s Interim Chief Financial Officer passed away unexpectedly.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/0001641172-25-015132-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"passed away"},{"label":"Role","value":"Interim Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"4c355c9015","claim":"Seamus Lagan was appointed as Interim Chief Financial Officer at FOXO TECHNOLOGIES INC..","evidence_excerpt":"On June 13, 2025, the Board of Directors of the Company (with Mr. Lagan abstaining) appointed Seamus Lagan to serve as the Company’s Interim Chief Financial Officer.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/0001641172-25-015132-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Interim Chief Financial Officer"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}