8-K: FOXO Technologies Announces Reverse Stock Split to Maintain NYSE Listing

FOXO Technologies Inc. has approved a 1-for-1.99 reverse stock split, effective July 27, 2025, to ensure compliance with NYSE American's minimum stock price requirement.

Summary

• FOXO Technologies Inc. (FOXO) announced a 1-for-1.99 reverse stock split of its Class A common stock.
• The reverse stock split was approved by shareholders on June 23, 2025, and by the Board of Directors on July 17, 2025.
• It will become effective at 4:01 pm Eastern Time on July 27, 2025.
• The Common Stock will begin trading on a split-adjusted basis on the NYSE American under the symbol FOXO when the market opens on July 28, 2025.
• The primary purpose of the reverse stock split is to ensure compliance with NYSE American continued listing requirements, specifically to maintain a stock price trading above $0.10 per share.
• Every 1.99 shares of Common Stock issued and outstanding will be combined into one share, with no change in the $0.0001 par value per share.
• Holders of fractional shares will have their shares rounded up to the next whole number.
• The Company does not expect the reverse stock split to impact its current or future business operations.
• All outstanding convertible preferred stock and debt, stock options, warrants, and equity incentive plans will be proportionately affected, with exercise prices and shares adjusted accordingly.
• The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's ownership percentage, except for the rounding of fractional shares.

Sentiment

Score: 3

Explanation: The sentiment is negative because the reverse stock split is a defensive measure to avoid delisting due to a low stock price, which typically signals underlying financial or operational challenges and poor market performance.

Positives

• Fractional shares resulting from the reverse stock split will be rounded up to the next whole number, benefiting holders of such shares.
• The Company states it does not expect the reverse stock split to impact its current or future business operations, aiming to maintain stability.
• The action is intended to ensure continued listing on the NYSE American, which can prevent potential delisting and maintain market access.

Negatives

• The necessity of a reverse stock split to meet NYSE American's minimum stock price requirement of $0.10 per share indicates that the company's stock price has fallen significantly below this threshold, signaling poor market performance.
• Reverse stock splits are often perceived negatively by investors as they can be a sign of financial distress or a lack of confidence in the company's ability to organically increase its share price.

Risks

• 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 businesses.
• The ability to implement FOXO's business plans, forecasts, and other expectations.
• The ability to obtain financing.
• 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.
• Downturns and a changing regulatory landscape in the highly competitive markets or industries in which FOXO operates.

Future Outlook

The Company does not expect the reverse stock split to impact its current or future business operations. However, forward-looking statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements.

Management Comments

• The Board of Directors has approved a Reverse Split, which will be effective July 27, 2025 at 4:01 pm Eastern Time.
• The Company does not expect the reverse stock split to impact its current or future business operations.

Industry Context

Reverse stock splits are a common corporate action undertaken by companies, particularly smaller-cap firms, when their stock price falls below exchange minimums. This move is typically a defensive measure to maintain listing compliance rather than a sign of operational growth, and it is observed across various industries when companies face challenges in maintaining investor confidence or market valuation.

Stakeholder Impact

• Shareholders will see their number of shares decrease, but their ownership percentage will remain the same, except for those holding fractional shares who will be rounded up.
• Outstanding convertible preferred stock and debt, stock options, warrants, and equity incentive plans will be proportionately affected, ensuring their value is maintained relative to the new share count.

Next Steps

• The Common Stock will begin trading on a split-adjusted basis on the NYSE American under the same trading symbol FOXO when the market opens on July 28, 2025.

Key Dates

Recommendation

Keywords

FOXO Technologies, reverse stock split, NYSE American, listing requirements, stock price, corporate action, biotechnology, healthcare, hospital, behavioral health