FOXO Foxo Technologies Inc. - 8-K

Item
1.01

Entry
into a Material Definitive Agreement.

On
May 15, 2026, FOXO Technologies Inc. (the “ Company ”) entered into a Settlement Agreement and Release (the “ Settlement
Agreement ”) with J.H. Darbie & Co., Inc. (“ J.H. Darbie ”) to resolve all amounts owed under the Finder’s
Fee Agreement (as amended), the Advisory Agreement (as amended), and the Private Placement Agreement (as amended) (together, the “J .H.
Darbie Agreements ”), each of which had terminated pursuant to its terms.

Pursuant
to the Settlement Agreement, in full and complete satisfaction of all present and future obligations to J.H. Darbie under the J.H. Darbie
Agreements, the Company agreed to: (i) issue to J.H. Darbie 400 shares of the Company’s Series D Cumulative Convertible Redeemable
Preferred Stock, par value $0.0001 per share (the “ Series D Preferred Stock ”), convertible into shares of the Company’s
Class A Common Stock; and (ii) pay J.H. Darbie an aggregate of $175,000 in cash in seven equal monthly installments of $25,000, commencing
no later than May 31, 2026, and continuing through December 31, 2026. In the event of a payment default, J.H. Darbie may elect to convert
the then-outstanding unpaid balance into shares of Class A Common Stock at 90% of the 20-day volume-weighted average price, subject to
a 4.99% beneficial ownership limitation. J.H. Darbie is also entitled to piggyback registration rights with respect to shares issuable
upon conversion of the Series D Preferred Stock and upon any conversion of outstanding debt.

The
parties exchanged mutual releases of all claims arising under the J.H. Darbie Agreements. The Settlement Agreement is governed by the
laws of the State of New York.

The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item
3.02

Unregistered
Sales of Equity Securities.

The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In connection with the Settlement
Agreement, the Company issued 400 shares of Series D Preferred Stock to J.H. Darbie, convertible into shares of Class A Common Stock
in accordance with the Series D Preferred Stock Certificate of Designation. In addition, in the event of a payment default under the
Settlement Agreement, the then-outstanding unpaid balance of the cash payment obligation (and any accrued late fees) may become convertible
into shares of Class A Common Stock at the election of J.H. Darbie as further described in Item 1.01 above.

The
issuance of the foregoing securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “ Securities Act ”), and Rule 506(b) of Regulation D promulgated thereunder. J.H. Darbie
represented to the Company that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation
or advertising was used in connection with the offering. No underwriters were engaged, and no commissions or other remuneration were
paid in connection with the issuance of the foregoing securities. The securities are subject to restrictions on transfer under applicable
federal and state securities laws.

Item
5.07

Submission
of Matters to a Vote of Security Holders.

On
May 18, 2026, Rennova Health, Inc. (which is controlled by the Company’s CEO) (the “ Majority Stockholder ”),
a shareholder representing a majority of the voting control of the Company, approved certain actions by written consent (the “ Written
Consent ”). The Board of Directors of the Company fixed May 18, 2026 as the record date (the “ Record Date ”)
for the determination of stockholders entitled to execute a written consent approving the below action. As of the Record Date, the Majority
Stockholder held approximately 95.56% of the Company’s voting rights directly or through proxy. Pursuant to the Written Consent,
the Majority Stockholder approved:

1.

An
amendment (the “ Amendment ”) to the Company’s Certificate of Incorporation,
as amended (the “ Certificate of Incorporation ”), to effect a reverse stock
split of the Company’s issued and outstanding Class A Common Stock (the “ Common
Stock ”) at any time before November 30, 2026, at a ratio ranging from one-for-one
thousand (1:1,000) to one-for-ten thousand (1:10,000) (the “ Reverse Split ”),
with the exact ratio within such range to be determined at the sole discretion of the Company’s
Board of Directors (the “ Board ”), without further approval or authorization
of the Company’s stockholders before the filing of an amendment to the Certificate
of Incorporation effecting the proposed Reverse Split. For the avoidance of doubt, the reverse
stock split previously approved by the Board on August 27, 2025 and by the Majority Stockholder
on September 2, 2025 (as disclosed in the Company’s Preliminary Information Statement
filed on Schedule 14C in September 2025) has been abandoned and will not be effected. For
information regarding the circumstances giving rise to the current reverse split proposal,
including the exchange of certain preferred stock for senior unsecured non-convertible promissory
notes as disclosed in the Company’s Current Report on Form 8-K filed on May 18, 2026,
stockholders are encouraged to review the Company’s recent filings with the SEC, including
the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

The
Company has filed a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to
the matter approved by the Majority Stockholder (the “ PRE 14C ”) on May 20, 2026 and, as soon as it may do so, will
mail the definitive Information Statement on Schedule 14C to its stockholders of record as of the Record Date. The Reverse Split will
then be effective no earlier than 20 days after the mailing. The Reverse Split is also subject to approval by the Financial Industry
Regulatory Authority (“ FINRA ”), and the Company has filed the requisite application with FINRA. Further detail regarding 
the Reverse Split is found in the PRE 14C.

Item
9.01

Financial
Statements and Exhibits.

(d)
Exhibits.

Exhibit

Number

Description
of Exhibit

10.1

Settlement Agreement and Release, dated as of May 15, 2026, by and between FOXO Technologies Inc. and J.H. Darbie & Co., Inc.

104

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