FOXO TECHNOLOGIES INC.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
FOXO$0.190.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Consolidated Financial Statements:
The following documents are filed as part of this Annual Report:
Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, all of which are set forth on pages F-1 through F-46 of this Annual Report.
(a)(2) Financial Statement Schedules:
Financial statement schedules are omitted because they are not required, not applicable or because the required information is shown in the consolidated financial statements or notes thereto.
(a)(3) Exhibits:
Required exhibits are incorporated by reference or are filed with this Annual Report.
| Exhibit No. | Description | Included | Form | Referenced Exhibit | Filing Date |
|---|---|---|---|---|---|
| 2.1+ | Agreement and Plan of Merger, dated as of February 24, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc., DWIN Merger Sub Inc., and DIAC Sponsor LLC, in its capacity as Purchaser Representative thereunder. | By Reference | 8-K | 2.1 | March 2, 2022 |
| 2.2 | Amendment to Agreement and Plan of Merger, dated as of April 26, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | April 27, 2022 |
| 2.3 | Amendment No. 2 to Agreement and Plan of Merger, dated as of July 6, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | July 6, 2022 |
| 2.4 | Amendment No. 3 to Agreement and Plan of Merger, dated as of August 12, 2022, by and among Delwinds Insurance Acquisition Corp., FOXO Technologies Inc. and DIAC Sponsor LLC, in its capacity as Purchaser Representative. | By Reference | 8-K | 2.1 | August 12, 2022 |
| 3.1 | Certificate of Incorporation of FOXO Technologies Inc. | By Reference | 8-K | 3.1 | September 21, 2022 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of FOXO Technologies Inc. filed October 31, 2023. | By Reference | 8-K | 3.1 | November 2, 2023 |
| 3.3 | Certificate of Amendment to Certificate of Incorporation filed April 22, 2025 | By Reference | 8-K | 3.1 | April 28, 2025 |
| 3.4 | Certificate of Amendment to Certificate of Incorporation filed July 27, 2025 | By Reference | 8-K | 3.1 | July 28, 2025 |
| 3.5 | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective October 22, 2025 | By Reference | 8-K | 3.1 | October 23, 2025 |
| 3.6 | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective January 18, 2026 | By Reference | 8-K | 3.1 | January 20, 2026 |
| 3.7 | Amended and Restated Bylaws | By Reference | 8-K | 3.1 | October 25, 2024 |
| 3.8 | Certificate of Designation filed with the Delaware Secretary of State on October 18, 2024 | By Reference | 8-K | 3.1 | October 23, 2024 |
| 3.9 | Amended and Restated Certificate of Designation for Series A Preferred Stock filed with the Delaware Secretary of State on September 22, 2025 | By Reference | 8-K | 3.1 | September 26, 2025 |
| 3.10 | Amended and Restated Certificate of Designation for Series B Preferred Stock filed with the Delaware Secretary of State on December 16, 2025 | By Reference | 8-K | 3.1 | December 19, 2025 |
| 3.11 | Amended and Restated Certificate of Designation for Series C Preferred Stock filed with the Delaware Secretary of State on December 16, 2025 | By Reference | 8-K | 3.2 | December 19, 2025 |
| 3.12 | Amended and Restated Certificate of Designation for Series D Preferred Stock filed with the Delaware Secretary of State on October 29, 2025 | By Reference | 8-K | 3.1 | November 4, 2025 |
| 3.13 | Amended and Restated Certificate of Designation for Series E Preferred Stock filed with the Delaware Secretary of State on October 29, 2025 | By Reference | 8-K | 3.2 | November 4, 2025 |
| 4.1 | Warrant Agreement, dated December 10, 2020, between Delwinds and Continental Stock Transfer & Trust Company, as Warrant Agent. | By Reference | 8-K | 4.1 | December 16, 2020 |
| 4.2 | Form of Assumed Warrant. | By Reference | 8-K | 4.2 | September 21, 2022 |
| 4.3 | Form of 15% Senior Promissory Note. | By Reference | 8-K | 4.3 | September 21, 2022 |
| 4.4 | Demand Promissory Note. | By Reference | 8-K | 10.3 | September 19, 2023 |
| 4.5 | Demand Promissory Note 2. | By Reference | 8-K | 4.1 | October 5, 2023 |
| 4.6 | Promissory Note issued on January 30, 2024 to ClearThink Capital Partners, LLC in the principal amount of up to $750,000 | By Reference | 10-Q | 4.1 | June 28, 2024 |
| 4.7 | Form of Senior Note | By Reference | 8-K | 4.1 | June 18, 2024 |
| 4.8 | Senior Note issued by Rennova Community Health, Inc. to Rennova Health, Inc. on December 5, 2024 | By Reference | 8-K | 4.1 | December 10, 2024 |
| 4.9 | Promissory Note in the Principal Amount of $500,000 issued to Mark White | By Reference | 8-K | 4.2 | December 10, 2024 |
| 10.1 | FOXO Technologies Inc. 2022 Equity Incentive Plan, as amended. | By Reference | 8-K | 10.5 | May 30, 2023 |
| 10.2 | 2022 Management Contingent Share Plan (including Notice of Grant) | By Reference | S-4/A | 10.9 | August 26, 2022 |
| 10.3 | FOXO Technologies Inc. 2020 Equity Incentive Plan. | By Reference | 8-K | 10.7 | September 21, 2022 |
| 10.4 | Form of FOXO Technologies Inc. 2020 Equity Incentive Plan Award Agreements. | By Reference | 8-K | 10.8 | September 21, 2022 |
| 10.5 | Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.1 | October 16, 2023 |
| 10.6 | Amendment No. 1 dated August 13, 2024 to the Strata Purchase Agreement dated October 13, 2023 with ClearThink Capital Partners, LLC | By Reference | 10-Q | 10.5 | November 19, 2024 |
| 10.7 | Amended and Restated Strata Purchase Agreement dated May 15, 2025 | By Reference | 10-Q | 10.1 | May 20, 2025 |
| 10.8 | Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.2 | October 16, 2023 |
| 10.9 | Securities Purchase Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.3 | October 16, 2023 |
| 10.10 | Registration Rights Agreement, dated as of October 13, 2023, by and between the Company and ClearThink Capital Partners, LLC. | By Reference | 8-K | 10.4 | October 16, 2023 |
| 10.11 | Master Software and Services Agreement with KR8 AI Inc. effective January 12, 2024 | By Reference | 8-K | 99.1 | January 19, 2024 |
| 10.12 | Termination Agreement dated December 6, 2024 by and between FOXO Technologies Inc. and KR8 AI Inc. | By Reference | 8-K | 99.5 | December 10, 2024 |
| 10.13 | Amendment No. 1 to Termination Agreement dated effective December 6, 2024 by and between FOXO Technologies Inc. and KR8 AI Inc. | By Reference | 10-K | 10.46 | April 15, 2025 |
| 10.14 | Letter Agreement, dated October 29, 2023, by and between FOXO Technologies Inc. and KR8 AI Inc. | By Reference | 8-K | 10.1 | November 2, 2023 |
| 10.15 | Finder’s Fee Agreement, dated as of October 9, 2023, between the Company and J.H. Darbie & Co., Inc. | By Reference | S-1/A | 10.42 | October 25, 2023 |
| 10.16 | Exchange Agreement with Smithline Family Trust II dated May 28, 2024 | By Reference | 10-Q | 10.1 | August 19, 2024 |
| 10.17 | Advisory Agreement July 25, 2024 with J.H. Darbie & Co., Inc. | By Reference | 10-Q | 10.2 | November 19, 2024 |
| 10.18 | Engagement of J.H. Darbie & Co., Inc. dated July 25, 2024 | By Reference | 10-Q | 10.3 | November 19, 2024 |
| 10.19* | Services Agreement July 25, 2024 with Mark White | By Reference | 10-Q | 10.4 | November 19, 2024 |
| 10.20* | Termination of Employment, Settlement and Mutual Release Agreement December 5, 2024 by and between FOXO Technologies Inc., Rennova Health, Inc., and Mark White | By Reference | 8-K | 99.3 | December 10, 2024 |
| 10.21 | Registration Rights Agreement dated December 5, 2024 by and between FOXO Technologies Inc. and KR8 AI Inc. | By Reference | 8-K | 99.4 | December 10, 2024 |
| 10.22 | Purchase Agreement dated January 30, 2024 with ClearThink Capital Partners, LLC | By Reference | 10-Q | 10.1 | June 28, 2024 |
| 10.23 | Form of Securities Purchase Agreement for Senior Notes | By Reference | 8-K | 99.1 | June 18, 2024 |
| 10.24 | Share Exchange Agreement dated June 10, 2024 by, between, and among by and among FOXO Technologies Inc., Myrtle Recovery Centers, Inc., and Rennova Health, Inc. | By Reference | 8-K | 99.1 | June 13, 2024 |
| 10.25 | Share Exchange Agreement dated June 10, 2024 by and among FOXO Technologies Inc., Rennova Community Health, Inc., and Rennova Health, Inc. | By Reference | 8-K | 99.2 | June 13, 2024 |
| 10.26 | Exchange Agreement dated December 5, 2024 by, between, and among FOXO Technologies Inc., Rennova Community Health, Inc., and Rennova Health, Inc. | By Reference | 8-K | 99.1 | December 10, 2024 |
| 10.27 | Registration Rights Agreement dated December 5, 2024 by and between FOXO Technologies Inc. and Rennova Health, Inc. | By Reference | 8-K | 99.2 | December 10, 2024 |
| 10.28 | Shares for Services Agreement dated December 23, 2024 with Mitchell Silberberg & Knupp LLP | By Reference | 8-K | 99.1 | December 27, 2024 |
| 10.29 | Registration Rights Agreement dated December 23, 2024 with Mitchell Silberberg & Knupp LLP | By Reference | 8-K | 99.2 | December 27, 2024 |
| 10.30* | Independent Director Agreement with Bret Barnes dated July 24, 2024 | By Reference | 10-K | 10.66 | April 15, 2025 |
| 10.31* | Independent Director Agreement with Francis Colt deWolf III dated January 22, 2024 | By Reference | 10-K | 10.67 | April 15, 2025 |
| 10.32* | Services Agreement by and between FOXO Labs, Inc. and Mark White dated December 6, 2024 | By Reference | 10-K | 10.68 | April 15, 2025 |
| 10.33 | Registration Rights Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 4, 2025 | By Reference | S-1 | 10.69 | May 2, 2025 |
| 10.34 | Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 4, 2025 | By Reference | S-1 | 10.71 | June 5, 2025 |
| 10.35 | Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated April 15, 2025 | By Reference | S-1 | 10.72 | June 5, 2025 |
| 10.36 | Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated May 8, 2025 | By Reference | S-1 | 10.73 | June 5, 2025 |
| 10.37 | Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated May 19, 2025 | By Reference | S-1 | 10.74 | June 5, 2025 |
| 10.38 | Securities Purchase Agreement with Sabby Volatility Warrant Master Fund, Ltd. dated June 3, 2025 | By Reference | S-1 | 10.75 | June 5, 2025 |
| 10.39 | Amendment No. 2 dated June 10, 2025 to the Exchange Agreement with Smithline Family Trust II | By Reference | 10-Q | 10.1 | August 19, 2025 |
| 10.40 | Stock Purchase Agreement dated September 9, 2025 by, between, and among FOXO Technologies Inc., Vector Bio Source Inc., stockholders of Vector, and FOXO Acquisition Corporation | By Reference | 8-K | 99.1 | September 15, 2025 |
| 10.41 | Form of Warrant Agreement | By Reference | 8-K | 99.1 | September 22, 2025 |
| 10.42 | Series E Preferred Stock Exchange Agreement, dated as of December 31, 2025, by and between FOXO Technologies Inc. and Rennova Health, Inc. | By Reference | 8-K | 99.1 | February 6, 2026 |
| 14.1 | Code of Conduct and Ethics. | By Reference | 8-K | 14.1 | September 21, 2022 |
| 16.1 | Letter from Grant Thornton LLP to the SEC dated September 21, 2022. | By Reference | 8-K | 16.1 | September 21, 2022 |
| 16.2 | Letter dated June 15, 2023 from KPMG LLP to the U.S. Securities and Exchange Commission. | By Reference | 8-K | 16.1 | June 15, 2023 |
| 16.3 | Letter from EisnerAmper LLP Dated January 5, 2024 Regarding Change in Certifying Accountant | By Reference | 8-K | 16.1 | January 5, 2024 |
| 21.1 | List of Subsidiaries. | By Reference | S-1 | 21.1 | February 9, 2026 |
| 23.1 | Consent of Independent Registered Public Accounting Firm | Filed Herewith | |||
| 31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 31.2 | Certification of the Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 32.1# | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 32.2# | Certification of the Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed Herewith | |||
| 97.1 | Clawback Policy | By Reference | 10-K | 97.1 | June 6, 2024 |
| 101.INS# | Inline XBRL Instance Document. | ||||
| 101.SCH# | Inline XBRL Taxonomy Extension Schema. | ||||
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
| + | The schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
|---|---|
| * | Indicates management contract or compensatory plan or arrangement. |
| # | Furnished not filed. |
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