FOXO TECHNOLOGIES INC.

Current report

We effected a 1-for-3,000 reverse stock split of our Class A Common Stock in June 2026, our third reverse stock split since April 2025, and the market price of our Class A Common Stock may continue to decline.

Current report

On June 30, 2026, we effected a 1-for-3,000 reverse stock split of our Class A Common Stock, following a 1-for-10 reverse stock split effected in April 2025 and a 1-for-1.99 reverse stock split effected in July 2025. There can be no assurance that the market price of our Class A Common Stock will increase in proportion to the reduction in the number of outstanding shares, that any increase in the per-share price will be sustained, or that the reverse stock split will improve the liquidity of, or investor interest in, our Class A Common Stock. Our Class A Common Stock trades on the OTC market, which generally involves limited trading volume and greater price volatility than a national securities exchange. The need for repeated reverse stock splits reflects sustained downward pressure on our stock price, and we may be required to effect additional reverse stock splits in the future. A low or declining stock price, together with the substantial number of shares issuable upon conversion of our outstanding convertible securities, could further impair our ability to raise capital and could adversely affect the value of an investment in our Class A Common Stock.

Current report

We have significant and increasing indebtedness, including senior unsecured notes that restrict our ability to incur senior debt, and our substantial debt-service and liquidity obligations raise substantial doubt about our ability to continue as a going concern.

Current report

Our total debt has increased substantially, and many of our promissory notes are in default and accruing default interest and penalties. In May 2026, we exchanged all of the shares of our Series A Preferred Stock held by two institutional investors for senior unsecured, non-convertible promissory notes in the aggregate principal amount of approximately $7.8 million, which mature on the earlier of May 12, 2027 or an event of default. Under the terms of these senior notes, we have agreed not to incur any other indebtedness that is senior in preference to the notes while they remain outstanding, and we are required to repay the notes upon completion of a public offering or an up-listing to a recognized stock exchange. These restrictions may limit our ability to obtain additional senior financing on favorable terms, or at all, at a time when we require additional capital to fund our operations. Our cash on hand, our working capital deficit, our history of operating losses, our defaults under existing obligations, and our dependence on external financing and related-party funding raise substantial doubt about our ability to continue as a going concern.

Current report

Our Strategic Technology License Agreement with our founder may limit the value we realize from our epigenetics intellectual property and could result in the loss of control of our FOXO Labs subsidiary.

Current report

In May 2026, we and our subsidiary FOXO Labs entered into a Strategic Technology License Agreement (the “STLA”) with our founder, Jon R. Sabes, and LongevityFP Technologies, LLC, an entity controlled by Mr. Sabes. The STLA grants LongevityFP Technologies an exclusive, worldwide license to commercialize our epigenetics intellectual property portfolio in exchange for a royalty of 3% of net revenues, subject to an aggregate cap of $1,300,000. As a result, our ability to independently commercialize, and the economic upside we may realize from, our epigenetics intellectual property is significantly limited. The STLA also grants LongevityFP Technologies an exclusive, irrevocable ten-year option to acquire majority ownership of FOXO Labs, the exercise of which would result in our loss of control of that subsidiary. Because the STLA was entered into with our founder and an entity he controls, it presents actual or potential conflicts of interest, and its terms may be less favorable to us than those we could have obtained from another party.

Current report

We may be unable to complete our proposed acquisition of blood collection center assets from Grifols, or to realize its anticipated benefits, and the acquisition would require capital we do not currently have.

Current report

In July 2026, our subsidiary Vector entered into an asset purchase agreement to acquire assets associated with four U.S.-based blood collection centers for aggregate cash consideration of $3,500,000 payable at closing, plus a contingent earn-out of up to $1,000,000. Consummation of the acquisition is subject to a number of closing conditions that are outside our control, including our obtaining a new and separate FDA license, a new and separate CLIA certification in Tennessee, and a waste-management permit from the applicable Miami authority, as well as the receipt of specified consents. We do not currently have sufficient capital to fund the cash consideration, and we will need to secure additional financing to complete the acquisition. There can be no assurance that these conditions will be satisfied, that the necessary financing will be available on acceptable terms or at all, or that the acquisition will close within the timeframe we anticipate or at all. Either party may terminate the agreement if the closing has not occurred within nine months of signing. Even if completed, we may be unable to integrate the acquired operations successfully or to achieve the anticipated benefits, including the EBITDA levels required for the earn-out.

Current report

The issuance of shares upon conversion of our outstanding convertible securities, together with our recently increased authorized share capital, may result in substantial dilution to our stockholders.

Current report

We have a substantial number of shares of Class A Common Stock issuable upon conversion of our outstanding convertible preferred stock and convertible notes, many of which are convertible at variable or reduced conversion prices as a result of down-round and anti-dilution provisions. In 2026, we increased our authorized capital to 25,020,000,000 shares, consisting of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of preferred stock. The conversion of these securities, the triggering of additional down-round adjustments, and the issuance of additional shares to fund our operations may result in substantial dilution to existing holders of our Class A Common Stock and may place additional downward pressure on the market price of our Class A Common Stock.

Current report

We are controlled by Rennova Health, Inc., which is controlled by our Chief Executive Officer, and its interests may conflict with those of our other stockholders.

Current report

Rennova Health, Inc. (“RHI”), which is controlled by our Chief Executive Officer, holds a substantial majority of our voting power (approximately 99.12% of our voting rights as of the August 13, 2026 record date for our most recent stockholder action) and is able to control the outcome of matters submitted to our stockholders, including the election of directors, amendments to our organizational documents, and the approval of significant corporate transactions, in each case without the approval of our other stockholders. In addition, we are party to numerous financing, note, lease, and other arrangements with RHI and its affiliates. The interests of RHI may differ from, or conflict with, the interests of our other stockholders, and this concentration of control and related-party dependence may limit the ability of our other stockholders to influence corporate matters and could adversely affect the market price of our Class A Common Stock.

Current report

Promissory Notes Extension Shares

Current report

On April 27, 2026, the Company entered into Amendment No. 1 to Promissory Note (the “ClearThink Note Amendment”), which extended the maturity date of the note to May 15, 2026. As compensation for the extension of the maturity date: 50,000 shares of the Company’s Class A Common Stock were issued by the Company to the holder.

Current report

On May 7, 2026, a holder of our Series A Preferred Stock was issued 33,000 shares of Class A Common Stock pursuant to the conversion of 9.9 shares of Series A Preferred Stock.

Current report

Series D Preferred Stock Issued to J.H. Darbie & Co., Inc.

Current report

On May 15, 2026, in connection with a Settlement Agreement and Release with J.H. Darbie & Co., Inc., the Company issued 400 shares of its Series D Preferred Stock in satisfaction of $348,454 of finder’s fees owed to J.H. Darbie under a prior finder’s fee agreement, as more fully discussed in Note 12 to the accompanying condensed consolidated financial statements.

Current report

Senior Notes Issued in Exchange for Series A Preferred Stock

Current report

On May 12, 2026, the Company issued senior unsecured, non-convertible promissory notes in the aggregate principal amount of approximately $7.8 million to two institutional investors in exchange for, and in cancellation of, an aggregate of 7,775 shares of the Company’s Series A Preferred Stock, as more fully discussed in Note 9 to the accompanying condensed consolidated financial statements.

Previous report

FINRA has denied our application to process a proposed reverse stock split, and the exhaustion of our FINRA-level appeal has created a material impediment to our ability to raise capital.

Previous report

On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Common Stock any time before July 31, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-five hundred (1:500) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors, without further approval or authorization of our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed reverse split. The Company has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the record date.

Previous report

On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission would not be processed.

Previous report

The Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could own approximately 95% of the Company’s outstanding common stock, without giving effect to the beneficial ownership limitations contained in the terms of such securities.

Previous report

The Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal. On April 30, 2026, a subcommittee of FINRA’s Uniform Practice Code Committee (the “UPCC Subcommittee”) issued its final determination affirming the Department’s denial.

Previous report

As a result of the UPCC Subcommittee’s final determination, the Company is currently unable to complete the proposed reverse stock split unless it resolves the underlying basis for the denial. The inability to complete the reverse stock split may limit the Company’s ability to access capital, including under its existing $5.0 million equity line of credit under the Strata Purchase Agreement, which could materially adversely affect the Company’s liquidity and its ability to execute its business plan. The Company is currently evaluating its options with respect to the UPCC Subcommittee’s determination, but there can be no assurance that the Company will be able to resolve the underlying basis for the denial or otherwise complete a reverse stock split. On May 12, 2026, the Company entered into exchange agreements with the institutional investors whose Series A Preferred Stock holdings were referenced in the Department’s determination, pursuant to which such investors exchanged their shares of Series A Preferred Stock for senior unsecured non-convertible promissory notes, as more fully described in Note 16 to the accompanying unaudited condensed consolidated financial statements. The Company plans to submit a new Company-Related Notification to FINRA’s Department of Market Operations in connection with a new, proposed reverse stock split.

Previous report

Our former Chief Financial Officer resigned during the first quarter citing concerns about our internal control environment, which may increase investor and regulatory scrutiny of our financial reporting.

Previous report

On March 18, 2026, Sylwia Nowak Hauman resigned as our Chief Financial Officer. Ms. Hauman’s resignation letter cited concerns regarding the Company’s internal control environment, financial reporting processes, and the resourcing of the finance and accounting team. The Company respectfully disagrees with the characterizations in Ms. Hauman’s resignation letter and believes the Company’s internal controls, reporting processes and staffing are adequate and have been significantly improved under current management. On March 24, 2026, the Company appointed Celene Laurene Rattray Grant (age 44) as Chief Financial Officer. Notwithstanding Ms. Grant’s appointment, the concerns cited by the prior CFO may subject us to increased scrutiny by investors, regulators, or our auditors and could affect confidence in our financial reporting. The continued existence of material weaknesses in our internal controls, as disclosed in our 2025 Annual Report and as of March 31, 2026, means that our financial statements may contain material misstatements that are not detected on a timely basis.

Previous report

Promissory Notes Commitment Shares

Previous report

On March 2, 2026, we entered into a Securities Purchase Agreement with ClearThink, pursuant to which we issued to ClearThink a promissory note in the principal amount of $115,000 and we issued 150,000,000 shares of our Class A Common Stock as inducement shares to ClearThink.

Previous report

On January 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion of 18.2 shares of Series A Preferred Stock.

Previous report

On January 20, 2026, a holder of our Series A Preferred Stock was issued 182,000,000 shares of Class A Common Stock pursuant to the conversion of 18.2 shares of Series A Preferred Stock.

Previous report

On January 21, 2026, a holder of our Series A Preferred Stock was issued 131,000,000 shares of Class A Common Stock pursuant to the conversion of 13.1 shares of Series A Preferred Stock.

Previous report

On January 26, 2026, a holder of our Series A Preferred Stock was issued 72,000,000 shares of Class A Common Stock pursuant to the conversion of 7.2 shares of Series A Preferred Stock.

Previous report

On February 23, 2026, a holder of our Series A Preferred Stock was issued 240,000,000 shares of Class A Common Stock pursuant to the conversions of 24.0 shares of Series A Preferred Stock.