FOXO TECHNOLOGIES INC.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on June 5, 2025

Registration No. 333-____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FOXO Technologies Inc.

(Exact name of registrant as specified in its charter)

477 South Rosemary Avenue

Suite 224

West Palm Beach, FL 33401

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agent Solutions, Inc.

838 Walker Road

Suite 21-2

Dover, DE 19904

(888) 716-7274

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Brian Higley, Esq.

Business Legal Advisors, LLC

14888 Auburn Sky Drive

Draper, Utah 84020

(801) 634-1984

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

FOXO Technologies Inc.

Up to 10,000,000 Shares of Class A Common Stock Issuable Upon Conversions of Series A Cumulative Convertible Redeemable Preferred Stock

This prospectus relates to the offer and resale of up to an aggregate of 10,000,000 shares (the “Conversion Shares”), of Class A Common Stock, par value $0.0001 per share (“Common Stock”) of FOXO Technologies Inc., a Delaware corporation (the “FOXO,” “Company”, “we”, “us” or “our”) issuable upon the conversions of an aggregate of 10,189.64 shares of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). 3,949.59 of the shares of Series A Preferred Stock were acquired by Sabby Volatility Warrant Master Fund, Ltd. (“Sabby Volatility”) from Rennova Health, Inc., a Delaware corporation (“RHI”) in a share exchange. 2,300 of the shares of Series A Preferred Stock were issued to Sabby Volatility pursuant to Securities Purchase Agreements between the Company and Sabby Volatility each dated April 4, 2025, April 15, 2025, May 8, 2025, May 19, 2025, and June 3, 2025, respectively (the “Purchase Agreements”). 3,940.05 of the shares of Series A Preferred Stock were acquired by Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare”) from RHI in a share exchange. Certain holders of the shares of Series A Preferred Stock, including Sabby Volatility, are each referred to herein as a “Selling Stockholder” and collectively as the “Selling Stockholders.” We are registering the resale of the Conversion Shares as set forth in this prospectus to satisfy our obligations under the Purchase Agreements and the accompanying registration rights agreement dated as of April 4, 2025 (the “Registration Rights Agreement”) between the Company and Sabby Volatility. For additional information regarding the issuance of the shares of Series A Preferred Stock to the Selling Stockholders, see “Series A Preferred Private Offering Transactions” and “The Rennova Health Exchange Transaction” beginning on page 7.

The Conversion Shares that are being registered herein are in addition to the 4,000,000 shares of Common Stock the resales of which were registered in the Registration Statement on Form S-1 filed with the SEC on May 2, 2025 (File No. 333-286935) and declared effective on May 6, 2025, of which 3,376,926 shares of Common Stock have been issued as of the date hereof.

This prospectus also covers any additional shares of Common Stock that may become issuable upon any adjustment pursuant to the terms of the Series A Preferred Stock issued to the Selling Stockholders by reason of stock splits, stock dividends, and other events described therein.

The Conversion Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning on page 7.

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, may sell the Conversion Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Conversion Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its Conversion Shares in the section titled “Plan of Distribution” on page 14.

We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders pursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of each Selling Stockholder. The Selling Stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of Common Stock.

Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholders and/or by our other existing security holders, or the perception that those sales might occur, could depress the market price of the Common Stock and Public Warrants (as defined below) and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of the Common Stock and Public Warrants. See “Risk Factors–Risks Related to this Offering by the Selling Stockholders –Sales of a substantial number of our securities in the public market by the Selling Stockholders and/or by our other existing stockholders could cause the price of the Class A Common Stock and Public Warrants to fall.”

Our registration of the securities covered by this prospectus does not mean that any Selling Stockholder will issue, offer or sell, as applicable, any of the securities. The Selling Stockholders may offer and sell the securities covered by this prospectus in a number of different ways, at varying prices and for varying gains. We provide more information about how the Selling Stockholders may sell the securities in the section entitled “Plan of Distribution.”

We do not have sufficient capital to fund our operations. Additionally, our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements. We have taken various actions to bolster our cash position, including raising funds through various private debt and equity (including preferred stock) offerings and conserving cash by issuing certain payment shares and rights to certain stockholders in satisfaction of outstanding amounts payable by us to them. Based on our current operating plan, our cash position as of March 31, 2025, we do not expect to be able to fund our operations through December 2025 without a need for additional financing or other increase in our cash and cash equivalents balances.

We have recently acquired Myrtle Recovery Centers, Inc., a Tennessee corporation (“Myrtle”), the operator of a 30-bed behavioral health facility in East Tennessee, as a synergistic opportunity to expand our operations into the healthcare sector and as a complement to our epigenetics division as well as Rennova Community Health, Inc., a Florida corporation (“RCHI”), the owner of Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center) (“SCCH”), a critical access hospital in Tennessee.

Our Common Stock is listed on the NYSE American LLC (“NYSE American”) under the symbol “FOXO.” Our Public Warrants are quoted on the OTC Pink Marketplace under the symbol “FOXOW.” On June 4, 2025, the last reported sales price of the Common Stock was $0.391 per share and the last reported sales price of the Public Warrants was $0.012 per Public Warrant.

We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and will be subject to reduced public company reporting standards. As such, we have elected to comply with certain reduced public company reporting requirements for this and future filings.

Through the voting rights of our Series A Preferred Stock and a Voting and Proxy Agreement, RHI (which is controlled by our Chief Executive Officer, Seamus Lagan) currently controls a majority of the voting power of our Company. For so long as the majority of Series A Preferred Stock remains outstanding, it is expected that RHI will hold a majority of our outstanding voting power and it will control the outcome of matters submitted to a stockholder vote, including the appointment of all directors of the Company. For more information, see the risk factors titled “Our stockholders have limited voting power compared to the holders of our Series A Preferred Stock and RHI controls a majority of the voting power of the Company.,” “Our management controls all corporate activities and can approve all transactions, including mergers, without the approval of other stockholders.,” and “The ability of our management to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.” in the “Risk Factors - Risks Related to Our Business and Industry” section included in our Annual Report on 10-K for the year ended December 31, 2024.

You should read this prospectus and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information,” carefully before you invest in any of our securities.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus before making a decision to purchase our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

TABLE OF CONTENTS

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Stockholder have authorized anyone to provide you with different information. Neither we nor the Selling Stockholder are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

i