Exhibit 3.1
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.
Pursuant to the authorization and approval previously provided by the stockholders of FOXO Technologies Inc., a Delaware corporation (the “Company”), the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of Common Stock, $0.0001 par value per share, from 2,500,000,000 shares to 10,000,000,000 shares, which filing became effective on January 18, 2026 (the “Amendment”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 7.01 Regulation FD Disclosure.
On January 20, 2026, the Company issued a press release which announced that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded its clinical capabilities through the addition of inpatient tele-specialty services and cardiac diagnostics. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibit hereto, is material or that the dissemination of such information is required by Regulation FD.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements.” Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on information currently available to the Company’s management as well as estimates and assumptions made by its management and are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the Company’s or its industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. These forward-looking statements are made as of the date of this Current Report on Form 8-K, and the Company does not undertake an obligation to update these forward-looking statements after such date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective January 18, 2026 | |
| 99.1 | Press Release Dated January 20, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 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: January 20, 2026 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
Exhibit 99.1
FOXO Technologies Inc. Subsidiary, Big South Fork Medical Center, Expands Clinical Capabilities
WEST PALM BEACH, FL, January 20, 2026 (GLOBE NEWSWIRE) — FOXO Technologies Inc. (OTC: FOXO) (“FOXO” or the “Company”) today announced that its critical access-designated acute care hospital, Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), has expanded its clinical capabilities through the addition of inpatient tele-specialty services and cardiac diagnostics.
In partnership with Rural Physicians Group, Big South Fork Medical Center now provides inpatient tele-specialty coverage in cardiology, pulmonology, and nephrology, enabling more patients to receive specialty evaluation and treatment locally. The hospital has historically transferred out a number of patients each month that required these services. The hospital also recently completed the implementation of on-site echocardiography services and has partnered with CompuMed to provide professional interpretation of echo studies performed at the facility.
“These additions strengthen our ability to treat patients locally while maintaining appropriate clinical oversight,” said Cathal McGuckin, Interim Chief Executive Officer of Big South Fork Medical Center. “Tele-specialty support, combined with expanded diagnostics, improves care access and reduces unnecessary patient transfers.”
“This expansion reflects FOXO’s commitment to building a practical, technology-enabled care model to ensure long-term sustainability for our flagship rural hospital.,” noted Seamus Lagan, Chief Executive Officer of FOXO. “By strengthening clinical infrastructure and expanding access to specialty services, we believe our hospital can increase its net revenues and continue to effectively serve patients in their communities well into the future.”
About FOXO Technologies Inc. (“FOXO”)
FOXO owns and operates four key subsidiaries.
Rennova Community Health, Inc., owns and operates Scott County Community Hospital, Inc. (d/b/a Big South Fork Medical Center), a critical access designated (CAH) hospital in East Tennessee.
Myrtle Recovery Centers, Inc., a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for medically supervised withdrawal treatment and residential treatment and outpatient services for MAT and OBOT programs.
Vector BioSource, Inc. is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.
FOXO Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology and product solutions for various industries.
For more information about FOXO, visit www.foxotechnologies.com.
Forward-Looking Statements
This press release contains forward-looking statements that include words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “projects,” “estimates,” “may,” “will,” “should,” “could,” or similar expressions, are forward-looking statements. These statements are not historical facts, including statements about FOXO’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include, but are not limited to the risk of changes in the competitive and highly regulated industries in which FOXO operates; variations in operating performance across competitors or changes in laws and regulations affecting FOXO’s business; the ability to implement FOXO’s business plans, forecasts, and other expectations; the ability to obtain financing; the risk that FOXO has a history of losses and may not achieve or maintain profitability in the future; the enforceability of FOXO’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others; and the risk of downturns and a changing regulatory landscape in the highly competitive industries in which FOXO operates. The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties discussed in FOXO’s most recent reports on Forms 10-K and 10-Q, particularly the “Risk Factors” sections of those reports, and in other documents FOXO has filed, or will file, with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact:
Sebastien Sainsbury
(561) 485-0151