---
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"
generated_at: "2026-05-19T08:54:21.662452+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# FOXO forms acquisition subsidiary, issues preferred stock, appoints CEO as interim CFO after CFO death

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001641172-25-015132
- JSON: https://secwatch.observer/filing/0001641172-25-015132.json
- Plain text: https://secwatch.observer/filing/0001641172-25-015132.txt

## Key facts
- Executive change
  Martin Ward departed as Interim Chief Financial Officer at FOXO TECHNOLOGIES INC..
  - Action: passed away
  - Role: Interim Chief Financial Officer
  source text: On June 9, 2025, Martin Ward, the Company’s Interim Chief Financial Officer passed away unexpectedly.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/0001641172-25-015132-index.htm
- Executive change
  Seamus Lagan was appointed as Interim Chief Financial Officer at FOXO TECHNOLOGIES INC..
  - Action: appointed
  - Role: Interim Chief Financial Officer
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1812360/000164117225015132/0001641172-25-015132-index.htm

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