FOXO Technologies Inc.
09/08/2025 | Press release | Distributed by Public on 09/08/2025 07:24
Proxy Results (Form 8-K)
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 2, 2025 (the "Record Date"), Rennova Health, Inc. (which is controlled by the Company's CEO) (the "Majority Stockholder"), a shareholder representing a majority of the voting control of FOXO Technologies Inc., a Delaware corporation (the "Company"), approved certain actions by written consent (the "Written Consent"). As of the Record Date, the Majority Stockholder held approximately 60% of the Company's voting rights directly or through proxy. Pursuant to the Written Consent, the Majority Stockholder approved:
| Item 1. | Approval of a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding Class A Common Stock (the "Common Stock") any time before July 31, 2026, at a ratio ranging from one-for-ten (1:10) to one-for-five hundred (1:500) (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 our stockholders before the filing of an amendment to the Certificate of Incorporation effecting the proposed Reverse Split. |
The Company will file a preliminary Information Statement on Schedule 14C with the U.S. Securities and Exchange Commission with respect to the matters approved by the Majority Stockholder (the "PRE 14C") 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 items approved will then be effective 20 days after the mailing. Further detail regarding each of the items approved will be found in the PRE 14C.
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