UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 29, 2025, FOXO Technologies Inc., a Delaware corporation (the “Company”), filed amendments to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”), in the form of Amended and Restated Certificates of Designation (the “Amended Designations”) of the Company’s previously designated “Series D Cumulative Convertible Redeemable Preferred Stock” (the “Series D Preferred Stock”) and the Company’s previously designated “Series E Cumulative Redeemable Secured Preferred Stock” (the “Series E Preferred Stock”). The Amended Designation for the Series D Preferred Stock: revises the conversion price to equal the higher of $0.0001 (such dollar amount not being subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Class A Common Stock) or 90% of the average VWAP of the five trading days immediately prior to the date the Conversion Notice is tendered by the holder. The Amended Designation for the Series E Preferred Stock clarified that dividends are paid semi-annually, not quarterly.
The summary of the rights, privileges and preferences of the Series D Preferred Stock and the Series E Preferred Stock described above is qualified in its entirety by reference to the Amended Designations, copies of which are attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
| 3.1 | Amended and Restated Certificate of Designation for Series D Preferred Stock filed with the Delaware Secretary of State on October 29, 2025 | |
| 3.2 | Amended and Restated Certificate of Designation for Series E Preferred Stock filed with the Delaware Secretary of State on October 29, 2025 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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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: November 4, 2025 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
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