FOXO 8-K
Foxo Technologies Inc. (FOXO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 27, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), amended its Second Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to implement a 1-for-1.99 reverse stock split, such that every 1.99 shares of Class A Common Stock (the “Common Stock”) was combined into one issued and outstanding share of Common Stock, with no change in the $0.0001 par value per share (the “Reverse Stock Split”).
The Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on July 27, 2025. Upon the opening of trading on July 28, 2025, the Common Stock began trading on a post-split basis under CUSIP number 351471 503.
No fractional shares are outstanding following the Reverse Stock Split. Holders of fractional shares were entitled to receive, in lieu of any fractional share, the number of shares rounded up to the next whole number.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation filed July 27, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FOXO Technologies Inc. | ||
| Date: July 28, 2025 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
