aibioFOXO settles J.H. Darbie fees and seeks a reverse stock split
Tickers FOXO
FOXO settled amounts owed to J.H. Darbie & Co., Inc. with preferred stock and $175,000 in installments. Its majority holder approved a reverse split at a ratio of 1:1,000 to 1:10,000.
Key facts
- Company
- FOXO TECHNOLOGIES INC. (OTC: FOXO)
- News type
- Financings
- Primary source
- FOXO TECHNOLOGIES INC. 8-K (2026-05-22)
FOXO Technologies Inc. (OTC: FOXO) entered a settlement agreement with J.H. Darbie & Co., Inc. on May 15, 2026. The agreement resolves all amounts owed under three earlier agreements with the firm, each of which had ended under its own terms: a finder's fee agreement, an advisory agreement and a private placement agreement, each as amended. The company reported the settlement in a Form 8-K dated May 22, 2026, which also reports a stockholder approval of a reverse stock split.
The settlement terms
Under the settlement, FOXO agreed to issue 400 shares of its Series D Cumulative Convertible Redeemable Preferred Stock, convertible into Class A Common Stock. It also agreed to pay J.H. Darbie $175,000 in cash, in seven equal monthly installments of $25,000, starting no later than May 31, 2026 and running through December 31, 2026.
If FOXO misses a payment, J.H. Darbie may elect to convert the unpaid balance, and any accrued late fees, into Class A Common Stock at 90% of the 20-day volume-weighted average price. A 4.99% beneficial ownership limitation applies to that conversion. J.H. Darbie also holds piggyback registration rights for shares issuable on conversion of the preferred stock and on any conversion of outstanding debt. The parties exchanged mutual releases of all claims under the agreements. The settlement is governed by New York law.
The filing says the preferred shares were issued under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. J.H. Darbie represented that it is an accredited investor. The filing also says no underwriters were engaged and no commissions or other remuneration were paid for the issuance. J.H. Darbie & Co., Inc. is the only financial firm the filing names, through the finder's fee, advisory and private placement agreements.
The reverse split
Item 5.07 of the filing describes a written consent dated May 18, 2026, from Rennova Health, Inc. The filing says Rennova is controlled by FOXO's chief executive officer. On the record date of May 18, 2026, Rennova held approximately 95.56% of FOXO's voting rights, directly or through proxy.
The consent approves an amendment to FOXO's certificate of incorporation for a reverse split of its Class A Common Stock at any time before November 30, 2026. The ratio ranges from 1:1,000 to 1:10,000, and the board will set the exact ratio. The filing says a reverse split approved by the board on August 27, 2025, and by the majority holder on September 2, 2025, has been abandoned and will not be effected.
The split still needs approval from the Financial Industry Regulatory Authority, and FOXO has filed the application. FOXO filed a preliminary information statement on Schedule 14C on May 20, 2026. The split would take effect no earlier than 20 days after the definitive statement is mailed to stockholders of record.
The filing links the new proposal to an exchange of certain preferred stock for senior unsecured non-convertible promissory notes. FOXO disclosed that exchange in a Form 8-K filed May 18, 2026.
Financial position
FOXO's annual report on Form 10-K, filed April 15, 2026, reports revenue of $16.4 million for fiscal 2025, compared with $4.1 million for 2024. The company reported a net loss of $12.4 million for 2025 and the same figure for 2024. Cash used in operations was $3.9 million in 2025 and $2.8 million in 2024. Year-end cash and cash equivalents were $68,268 at the end of 2024.
What comes next
The filing says the installments run through December 31, 2026. It also says the reverse split can take effect only after the Schedule 14C mailing period and FINRA approval. The filing does not give a date for either step.