DEF 14C: FOXO Technologies Boosts Share Authorization, Re-elects Board

FOXO Technologies Inc. announces an increase in authorized common and preferred stock, re-election of its board, and ratification of its auditor, all approved by majority shareholder consent.

Summary

• The company is increasing its authorized Class A Common Stock from 2,500,000,000 shares to 10,000,000,000 shares.
• The company is increasing its authorized Preferred Stock from 10,000,000 shares to 20,000,000 shares.
• Seamus Lagan, Trevor Langley, Francis Colt deWolf III, Bret Barnes, and Mark White have been re-elected to the Board of Directors.
• The appointment of Kreit & Chiu CPA LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, has been ratified.
• All these corporate actions were approved by written consent of Rennova Health, Inc. (controlled by the company's CEO), representing approximately 98.60% of the voting power, on December 16, 2025.
• The Authorized Increase will become effective at the sole discretion of the Board of Directors, any time before April 30, 2026, and not less than 20 days after the definitive information statement is mailed to stockholders.

Sentiment

Score: 5

Explanation: The filing details necessary corporate actions for future flexibility (share increase, director re-election, auditor ratification). However, significant related party transactions, non-functioning board committees, and frequent auditor changes introduce notable governance and operational concerns, balancing out the positive aspects of preparing for future growth.

Positives

• The increase in authorized shares provides the company with greater flexibility for future financing, strategic transactions (such as acquisitions or joint ventures), and equity compensation to attract and retain talent.
• The conversion of approximately $3,000,000 in debt and/or liabilities owed to KR8 AI into Series D Preferred Stock improves the company's balance sheet by increasing shareholder equity.
• The appointment of Sylwia Nowak Hauman as Chief Financial Officer brings over 25 years of finance and administrative leadership expertise to the company.

Negatives

• The substantial increase in authorized shares creates significant potential for dilution of existing stockholders' voting power and equity interest through future issuances.
• The company's audit, compensation, and nominating & corporate governance committees are established but not currently functioning, with the full Board fulfilling these roles, which represents a weakness in corporate governance.
• The company has changed its independent registered public accounting firm multiple times in a short period (KPMG, EisnerAmper, and now Kreit & Chiu CPA LLP for 2023 and 2024), which can be a red flag for investors.
• Extensive and complex related party transactions, particularly with entities controlled by the CEO (Rennova Health, Inc., InnovaQor) and former executives (KR8 AI), raise potential conflict of interest concerns.

Risks

• Dilution Risk: Future issuance of additional Common Stock for conversions of outstanding debt and preferred stock, warrant exercises, future financings, strategic transactions, and equity compensation will dilute the voting power and equity interest of existing stockholders.
• Preferred Stock Superiority: The Board has the authority to designate and issue Preferred Stock with rights, preferences, and privileges that may be superior to those of Common Stock holders, potentially adversely affecting Common Stock value and voting power.
• Anti-Takeover Measures: The increased authorized shares could be used by the Board to oppose hostile takeover attempts or to delay or prevent changes in control or management, potentially denying stockholders a premium for their shares.
• Related Party Transaction Risk: The numerous and significant transactions with related parties, including entities controlled by the CEO and former executives, present potential conflicts of interest and may not always be on arm's-length terms, which could be detrimental to the company and its minority shareholders.
• Governance Weakness: The non-functioning board committees and the full board assuming their responsibilities could lead to less specialized oversight, increased workload for the board, and potentially less effective risk management and decision-making.
• Financial Condition Risk: Without the Authorized Increase, the company may not have sufficient authorized shares to meet existing obligations under outstanding securities or to pursue future financing or strategic transactions, which could materially harm its business and financial condition.

Future Outlook

The company anticipates utilizing the increased authorized shares for future financing, satisfying conversion obligations of existing securities, warrant exercises, equity compensation, and strategic transactions such as acquisitions or joint ventures. The Board has discretion to determine the effective date of the authorized share increase by April 30, 2026. The company also plans to comply with future SEC and Sarbanes-Oxley Act requirements as they become applicable.

Management Comments

• "Without the Authorized Increase, we may not have sufficient authorized shares to meet our existing obligations under outstanding securities or to pursue future financing or strategic transactions, which could materially harm our business and financial condition."
• "Although the Board's approval of the Authorized Increase was not prompted by the threat of any hostile takeover attempt (nor is the Board currently aware of any such attempts directed at us), stockholders should be aware that the Authorized Increase could facilitate future efforts by us to deter or prevent changes in control of the Company, including transactions in which stockholders of the Company might otherwise receive a premium for their shares over then current market prices."

Industry Context

This filing primarily addresses internal corporate governance and capital structure adjustments rather than specific industry trends. However, the need for increased authorized shares for future financing and strategic transactions suggests the company is positioning itself for growth or to address ongoing capital needs, which is common for emerging growth companies, especially those in technology or healthcare sectors (given the acquisitions of health-related entities). The extensive use of related party transactions, particularly with entities linked to the CEO, is a notable characteristic that deviates from best practices in more mature, widely-held public companies and is more common in smaller, closely-held or developing firms.

Comparison to Industry Standards

• The substantial increase in authorized shares (4x for common, 2x for preferred) is a significant move, often seen in companies anticipating substantial capital raises or M&A activity, and is a larger increase than typically observed in stable, mature companies.
• The company's status as an 'emerging growth company' and 'smaller reporting company' allows for scaled disclosure requirements, which is standard for companies of its size and stage.
• The non-functioning board committees, with the full board assuming their responsibilities, falls below best practices for corporate governance, especially compared to larger, more established public companies listed on major exchanges like NYSE or NASDAQ, which typically require independent and functioning committees.
• The frequent changes in independent registered public accounting firms (KPMG, EisnerAmper, Kreit & Chiu CPA LLP) within a two-year span (2023-2024) is unusual and often viewed as a red flag by investors and regulators, suggesting potential issues or disagreements, unlike the stability seen in most publicly traded companies.
• The high proportion of related party transactions, including significant debt and equity dealings with entities controlled by the CEO and former executives, is a deviation from the arm's-length dealings expected in well-governed public companies and could be scrutinized more heavily compared to industry peers with more diversified ownership and management structures.
• The company's listing on OTC Markets, rather than a senior exchange, indicates it operates under less stringent listing and governance requirements than companies on NYSE American (which it mentions seeking approval from for stock conversion).

Management Changes

Corporate Governance

Related Party Transactions

• KR8 AI Agreements: The company entered into a Letter Agreement (October 29, 2023) and a Master License and Services Agreement (January 12, 2024) with KR8 AI, an entity controlled by former Interim CEO Mark White and former Interim CFO Martin Ward. These agreements involved an initial license/development fee of $2,500,000 (cash and stock), a monthly maintenance fee of $50,000, and a 15% royalty on subscriber revenues. The company issued 1,300,000 shares of Class A Common Stock to KR8 AI on January 19, 2024, and an additional 237,037 shares on October 9, 2024. On December 6, 2024, a Termination Agreement with KR8 AI settled approximately $3,000,000 owed by issuing 3,000 shares of Series D Preferred Stock, with license terms assigned to FOXO Labs.
• Myrtle Recovery Centers Acquisition: On June 10, 2024, the company entered into a Stock Exchange Agreement with Myrtle and Rennova Health, Inc. (RHI), an entity controlled by CEO Seamus Lagan, to acquire 98.4% of Myrtle for $500,000, paid in Class A Common Stock.
• Rennova Community Health Acquisition (RCHI): On June 10, 2024, the company entered into a Stock Exchange Agreement, amended September 10, 2024, with RCHI and RHI (controlled by CEO Seamus Lagan). RHI received $100 and a $22,000,000 senior note from RCHI, guaranteed by the company and secured by RCHI's assets. On December 5, 2024, an Exchange Agreement with RCHI and RHI exchanged $21,000,000 of the note principal for 21,000 shares of the company's Series A Preferred Stock.
• Demand Promissory Notes from Director: The company obtained a $247,233 loan from Andrew J. Poole (a director) on September 19, 2023, for D&O insurance (non-interest bearing), and a $42,500 loan from Mr. Poole on October 2, 2023, for legal fees (accruing 13.25% interest).
• Rent and Utilities: As of September 30, 2025, SCCH and Myrtle owed $0.1 million to a subsidiary of RHI for facility leases, and as of December 31, 2024, they owed $0.6 million. The company also owed RHI $52,942 for shared corporate office rent and utilities as of September 30, 2025.
• InnovaQor Agreements: RCHI and SCCH contracted with InnovaQor (where CEO Seamus Lagan is the controlling shareholder) for IT services, incurring $0.1 million during Q3 2025 and $0.2 million during 9M 2025. They owed InnovaQor $0.1 million as of September 30, 2025. Myrtle also entered an agreement with InnovaQor in July 2025 to develop a mobile application for $0.1 million.
• Voting Agreements with RHI: RHI (controlled by CEO Seamus Lagan) entered into Voting Agreements and Irrevocable Proxies with Sabby Volatility, Sabby Healthcare (February 3, 2025), and Chris Diamantis (May 8, 2025), granting RHI discretion over their votes, resulting in RHI having approximately 70.38% combined voting percentage.

Stakeholder Impact

• Shareholders: Potential for significant dilution of voting power and equity interest due to the substantial increase in authorized shares and future issuances. The anti-takeover implications of the share increase could also limit opportunities for premium acquisition offers. Existing shareholders will not have appraisal rights.
• Management/Employees: The increase in authorized shares provides flexibility for equity compensation, which can be used to attract, retain, and incentivize officers, directors, employees, and consultants.
• Creditors: The conversion of $3,000,000 in debt to equity with KR8 AI improves the company's balance sheet, potentially benefiting creditors by reducing liabilities. However, the large related party note from RHI and other related party dealings could be a point of scrutiny.
• Future Investors: The increased share authorization provides the company with greater flexibility to raise capital, which could be attractive to new investors seeking equity or equity-linked opportunities. However, the governance concerns and extensive related party transactions might deter some institutional investors.

Next Steps

• The Board will determine the effective date for filing the amendment to the Certificate of Incorporation to effect the Authorized Increase, no later than April 30, 2026.
• The Authorized Increase will become effective not less than 20 days from the date of mailing of the Definitive Information Statement (December 29, 2025).
• The company will continue to update information regarding executive compensation in accordance with SEC rules and regulations.
• The company intends to make legally required disclosures regarding amendments to, or waivers of, provisions of its Code of Business Conduct and Ethics on its website.
• The company will make arrangements with brokerage firms and other custodians for forwarding the Information Statement to beneficial owners.
• The company will comply with future requirements related to board committees as they become applicable.

Key Dates

Recommendation

The company is taking necessary steps to ensure future financial flexibility by increasing its authorized share capital, which is crucial for an emerging growth company seeking to fund operations, pursue strategic acquisitions, and incentivize talent. The debt-to-equity conversion with KR8 AI is a positive for the balance sheet. However, the extensive and complex web of related party transactions, particularly with entities controlled by the CEO and former executives, raises significant corporate governance concerns and potential conflicts of interest. The non-functioning board committees and frequent changes in auditors are also red flags that suggest a higher risk profile. While the company is positioning for growth, these governance and related-party issues warrant caution. A 'hold' recommendation is appropriate as investors should monitor how these governance issues are addressed and how the newly authorized shares are utilized, while acknowledging the company's efforts to secure its capital structure for future endeavors.

Keywords

FOXO Technologies, SEC Filing, DEF 14C, Authorized Shares Increase, Common Stock, Preferred Stock, Board Re-election, Corporate Governance, Dilution, Related Party Transactions, Financial Flexibility, Equity Compensation, SEC, OTC Markets, Rennova Health, KR8 AI, Auditor Ratification