UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the authorization and approval previously provided by the stockholders of FOXO Technologies Inc., a Delaware corporation (the “Company”), on April 15, 2026, the Company signed and submitted for filing a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase its authorized shares of capital stock, amending Article IV, Subsection 1 of the Certificate of Incorporation, as amended, to provide that the total number of shares of capital stock that the Company shall have authority to issue is 25,020,000,000 shares, consisting of: (i) 25,000,000,000 shares of Class A Common Stock, having a par value of $0.0001 per share, and (ii) 20,000,000 shares of Preferred Stock, having a par value of $0.0001 per share (the “Amendment”). The Amendment will become effective upon filing with the Secretary of State of Delaware on May 3, 2026. The Amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware. A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation dated effective May 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: April 20, 2026 | By: | /s/ Seamus Lagan |
| Name: | Seamus Lagan | |
| Title: | Chief Executive Officer | |
| 3 |