FOXO TECHNOLOGIES INC. 8-K

What Happened
FOXO Technologies Inc. announced that on March 27, 2026 its majority stockholder, Rennova Health, Inc. (controlled by FOXO’s CEO), approved by written consent an amendment to the Company’s Certificate of Incorporation to increase authorized Class A common stock from 10,000,000,000 to 25,000,000,000 shares. The Board set March 20, 2026 as the record date; as of that date the Majority Stockholder held approximately 97.59% of voting power. FOXO filed a preliminary Information Statement on Schedule 14C on April 1, 2026 and will mail a definitive Information Statement; the authorized increase will become effective 20 days after mailing.

Key Details

• Amendment approved by written consent of majority stockholder (Rennova Health, Inc.) on March 27, 2026.
• Authorized Class A common shares to increase from 10,000,000,000 to 25,000,000,000 (par value $0.0001).
• Record date: March 20, 2026; Majority Stockholder held ~97.59% of voting rights as of that date.
• PRE 14C filed April 1, 2026; definitive Information Statement to be mailed and the increase becomes effective 20 days after mailing.

Why It Matters
Increasing authorized shares gives FOXO the legal ability to issue many more Class A common shares in the future. For investors, that matters because any future issuances could change share count, ownership percentages and voting power—especially important here because a single stockholder already controls ~97.6% of votes. Retail investors should watch future filings for any planned share issuances, financings, or other corporate actions that use the newly authorized shares.