FOXO TECHNOLOGIES INC.

FOXO Technologies Inc. and its subsidiary FOXO Labs, Inc. entered into a Strategic Technology License Agreement with LongevityFP Technologies, LLC, controlled by FOXO's founder Jon R. Sabes. The agreement grants LongevityFP an exclusive, worldwide license to commercialize FOXO's epigenetics intellectual property, including patents and datasets. FOXO will receive a 3% royalty on net revenues, capped at $1.3 million, and retains a 40% equity interest option in the epigenetics enterprise if LongevityFP exercises its option to acquire majority ownership of FOXO Labs. This partnership aims to commercialize the technology and resolves prior matters between the parties.

FOXO Technologies' majority stockholder approved a reverse stock split of its Class A Common Stock, with a ratio ranging from 1:1,000 to 1:10,000, to be determined by the Board. This action aims to amend the Company's Certificate of Incorporation before November 30, 2026. Additionally, the company entered into a Settlement Agreement with J.H. Darbie & Co., Inc. to resolve outstanding obligations, agreeing to issue 400 shares of Series D Preferred Stock and pay $175,000 in cash over seven monthly installments.

FOXO Technologies Inc. entered into two Exchange Agreements on May 12, 2026, with two institutional investors. The company exchanged a total of $7,775,085.28 in Series A Cumulative Convertible Redeemable Preferred Stock for senior unsecured non-convertible promissory notes of the same aggregate principal amount. Following these exchanges, the institutional investors no longer hold any instruments convertible into equity. The notes are non-interest bearing, mature by May 12, 2027, and proceeds are for working capital.

FOXO Technologies reported a significant increase in net revenues for Q1 2026, reaching $5.17 million, a 63% rise from the previous year. However, the company's net loss attributable to FOXO widened to $1.45 million, up from $0.62 million in Q1 2025. The company continues to face substantial doubt about its ability to continue as a going concern, citing a history of losses, a $27.1 million working capital deficit, and low cash reserves, despite improvements in cash used in operating activities.

FOXO Technologies Inc. is increasing its authorized capital stock to a total of 25,020,000,000 shares, effective May 3, 2026. This amendment to the Certificate of Incorporation, previously approved by stockholders, will consist of 25 billion shares of Class A Common Stock and 20 million shares of Preferred Stock. This significant increase in authorized shares provides the company with greater flexibility for future capital raises, stock-based compensation, or other corporate purposes.

FOXO TECHNOLOGIES INC. has filed its annual report on Form 10-K for the fiscal year ended December 31, 2025. The filing confirms the company's status as a non-accelerated filer, smaller reporting company, and emerging growth company. As of June 30, 2025, the aggregate market value of voting and non-voting stock held by non-affiliates was approximately $1,856,695.