FOXO TECHNOLOGIES INC. (FOXO) - Dilution Analysis
Visualizing historical and potential share dilution over time
Dilution Analysis
Risk Assessment Details
Summary
FOXO currently has 4.26B outstanding shares. with limited dilution risk as only 24.6M additional shares (0.6%) are authorized for issuance. The company has significantly diluted shareholders by 40330.13% over the past 2 years, indicating aggressive capital raising. Recent corporate actions include 1 stock split (positive for accessibility) and 1 reverse split (concerning signal).
Share Structure Timeline
Historical Data Points
| Date | Event | Outstanding | Supply |
|---|---|---|---|
| May 15, 2026 |
10-Q filing | 4261.7M shares outstanding |
4.3B | 25M |
| Jun 27, 2025 |
8-K filing: FOXO Technologies Inc. filed an amendment to its Certificate of Incorporation authorizing the issuance of up to 4,000,000 shares of Series E Cumulative Redeemable Secured Preferred Stock. |
11M | 25M |
| Jun 13, 2025 |
8-K filing: Smithline exchanged warrants to purchase up to 312,500 shares for the right to receive up to 5,151,721 post-split shares of Class A Common Stock, with 1,308,751 shares already issued and approximately $384,297 remaining outstanding. |
11M | 25M |
| Jun 05, 2025 |
S-1 filing: This S-1 filing relates to the offer and resale of up to 10,000,000 shares of Class A Common Stock issuable upon the conversions of Series A Cumulative Convertible Redeemable Preferred Stock by selling stockholders. |
11M | 25M |
| Jun 04, 2025 |
8-K filing: FOXO Technologies, Inc. entered into a Securities Purchase Agreement to issue up to 1,650 shares of Series A Preferred Stock in three closings, receiving proceeds of $1,650,000 and paying costs of $150,000. ($1.65M proceeds) |
6.6M | 15M |
| May 20, 2025 |
10-Q filing | 6.6M shares outstanding |
6.6M | 15M |
| May 02, 2025 |
S-1 filing: This S-1 filing relates to the offer and resale of up to 4,000,000 shares of Class A Common Stock issuable upon the conversions of Series A Preferred Stock. |
3.9M | 15M |
| Apr 28, 2025 |
Stock Split
8-K filing: Stock split 1-for-10 | Outstanding: 35,843,767 → 3,584,376 |
3.6M | 11M |
| Apr 15, 2025 |
10-K filing | 35.8M shares outstanding |
36M | 110M |
| Dec 27, 2024 |
8-K filing: FOXO Technologies Inc. issued 1,311.70 shares of Series D Cumulative Redeemable Preferred Stock to Mitchell Silberberg & Knupp LLP in satisfaction of $1,515,993 for legal services. ($1.52M proceeds) |
17M | 110M |
| Dec 10, 2024 |
8-K filing: FOXO Technologies Inc. completed an exchange agreement on December 5, 2024, exchanging $21,000,000 of debt for 21,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock, and issued 3,000 shares of Series D Preferred Stock to KR8 AI Inc. ($21.0M proceeds) |
17M | 110M |
| Nov 19, 2024 |
10-Q filing | 17.5M shares outstanding |
17M | 110M |
| Oct 23, 2024 |
8-K filing: FOXO Technologies Inc. filed an amendment to its Certificate of Incorporation, authorizing the issuance of up to 35,000 shares of Series A Cumulative Convertible Redeemable Preferred Stock. |
14M | 110M |
| Aug 19, 2024 |
10-Q filing | 13.6M shares outstanding |
14M | 110M |
| Jul 31, 2024 |
8-K filing: FOXO Technologies Inc. entered into a Corporate Development Advisory Agreement with C L Talent Inc., issuing 1,500,000 shares of Class A Common Stock pending NYSE American approval; an Advisory Agreement with J.H. Darbie & Co., Inc., issuing 625,000 shares of Class A Common Stock; a Private Placement Engagement with J.H. Darbie, compensating with shares of Class A Common Stock; and a Services Agreement with Mark White, potentially converting monthly fees into equity and issuing 2,000 shares of Series A Preferred Stock. |
11M | 110M |
| Jul 23, 2024 |
8-K filing: The company issued shares of Class A Common Stock to various entities as consideration for agreements and notes. |
11M | 110M |
| Jun 28, 2024 |
10-Q filing | 11.3M shares outstanding |
11M | 110M |
| Jun 18, 2024 |
8-K filing: FOXO Technologies Inc. entered into a Securities Purchase Agreement with an institutional investor to issue Senior Notes and shares of Class A Common Stock, with an initial closing involving the issuance of 1,108,755 shares representing 9.99% of the outstanding shares. |
10M | 110M |
| Jun 13, 2024 |
8-K filing: FOXO Technologies Inc. issued shares of Class A Common Stock to Smithline Family Trust II pursuant to the Exchange Agreement. ($20.0M proceeds) |
10M | 110M |
| Jun 06, 2024 |
10-K filing | 10.7M shares outstanding |
11M | 110M |
| Jun 03, 2024 |
8-K filing: FOXO Technologies Inc. entered into an Exchange Agreement with Smithline Family Trust II to exchange warrants for the right to receive up to 8,370,000 shares of Class A Common Stock, subject to a 4.99% beneficial ownership limitation and a cap of 19.99% of outstanding shares unless stockholder approval is obtained. |
8.9M | 110M |
| May 09, 2024 |
8-K filing: Foxo Technologies Inc. issued shares of Class A Common Stock to Mitchell Silberberg & Knupp LLP, Tysadco Partners, and LGH Investments, LLC in exchange for services and as inducement shares for a convertible promissory note. |
8.9M | 110M |
| Jan 19, 2024 |
10-Q filing | 8.9M shares outstanding |
8.9M | 110M |
| Oct 18, 2023 |
S-1 filing: This S-1 filing relates to the potential offer and resale of up to 23,601,340 shares of Class A common stock by selling stockholders, including shares issued to ClearThink Capital Partners, Mitchell Silberberg & Knupp LLP, and Joseph Gunnar & Co., LLC, with the company not receiving any proceeds from the sale. |
64M | 110M |
| Oct 16, 2023 |
8-K filing: FOXO Technologies Inc. entered into a Strata Purchase Agreement with ClearThink Capital Partners, LLC for up to $2,000,000 of Class A common stock and a Securities Purchase Agreement for 2,000,000 restricted shares of Common Stock for $200,000. ($0.2M proceeds) |
56M | 82M |
| Sep 19, 2023 |
8-K filing: FOXO Technologies Inc. issued shares of Class A Common Stock to MSK and Joseph Gunnar & Co. in exchange for services, and also issued shares to employees in lieu of salary. |
56M | 82M |
| Sep 07, 2023 |
8-K filing: FOXO Technologies Inc. closed the second tranche of its private offering of Class A common stock, selling 1,834,375 shares at $0.08 per share, resulting in $146,750 in gross proceeds. ($0.15M proceeds) |
56M | 82M |
| Sep 05, 2023 |
S-1/A filing: This prospectus relates to the potential offer and resale from time to time by the selling stockholders of up to 3,668,750 shares of Class A common stock. |
54M | 82M |
| Aug 25, 2023 |
S-1 filing: This S-1 filing is for the potential offer and resale of up to 3,668,750 shares of Class A common stock by selling stockholders. |
54M | 82M |
| Aug 23, 2023 |
8-K filing: FOXO Technologies Inc. entered into Stock Purchase Agreements to issue and sell up to 3,668,750 shares of Class A common stock in a private placement at $0.08 per share, with 1,834,375 shares sold initially for gross proceeds of $293,500. ($0.15M proceeds) |
54M | 78M |
| Aug 10, 2023 |
10-Q filing | 52.0M shares outstanding |
52M | 78M |
| Aug 08, 2023 |
8-K filing: FOXO Technologies Inc. closed the second tranche of its private offering of Class A common stock, selling 2,812,500 shares at $0.08 per share, resulting in $225,000 in aggregate gross proceeds. ($0.23M proceeds) |
52M | 78M |
| Jul 31, 2023 |
S-1/A filing: This S-1/A filing relates to the potential offer and resale from time to time by the selling stockholders of up to 5,625,000 shares of Class A common stock. |
49M | 78M |
| Jul 21, 2023 |
S-1 filing: This S-1 filing relates to the potential offer and resale from time to time by the selling stockholders of up to 5,625,000 shares of Class A common stock. |
49M | 78M |
| Jul 20, 2023 |
8-K filing: FOXO Technologies Inc. sold 2,812,500 shares of Class A common stock at $0.08 per share for gross proceeds of $225,000 in the first tranche of a private placement. ($0.23M proceeds) |
49M | 73M |
| Jun 23, 2023 |
S-1 filing: This S-1 filing outlines an offering of up to 19,312,823 shares of Class A Common Stock by selling stockholders of FOXO Technologies Inc. with the closing price of the Class A Common Stock was $0.3555 as of June 22, 2023. |
46M | 73M |
| Jun 22, 2023 |
8-K filing: FOXO Technologies Inc. issued an aggregate of 7,035,000 shares of Class A Common Stock to Baboon Partners, LLC and Inpixon as consideration for releases and other obligations under General Release Agreements. |
27M | 53M |
| May 30, 2023 |
8-K filing: FOXO Technologies Inc. consummated an exchange offer to holders of Assumed Warrants, offering 4.83 shares of Class A Common Stock for each Assumed Warrant tendered, and a PIK Note Offer to Amend, offering 1.25 shares of Class A Common Stock for every $1.00 of the Original Principal Amount of PIK Notes. |
27M | 53M |
| May 11, 2023 |
10-Q filing | 27.2M shares outstanding |
27M | 53M |
| Apr 27, 2023 |
S-1 filing: This S-1 filing relates to the issuance of Class A common stock upon the exercise of public, private, and assumed warrants, as well as the potential resale of Class A common stock and private warrants by selling securityholders. |
27M | 53M |
| Mar 31, 2023 |
10-K filing | 29.6M shares outstanding |
30M | 35M |
| Feb 10, 2023 |
S-1/A filing: This S-1/A filing, dated February 10, 2023, relates to the issuance of Class A common stock upon exercise of public, private, and assumed warrants, as well as the potential resale of Class A common stock and private warrants by selling securityholders. |
28M | 35M |
| Jan 30, 2023 |
S-1/A filing: This S-1/A filing relates to the issuance of Class A common stock upon exercise of warrants and resale of Class A common stock and private warrants by selling securityholders. |
28M | 35M |
| Dec 23, 2022 |
S-1 filing: This S-1 filing registers the issuance of Class A common stock upon exercise of public, private and assumed warrants, as well as the resale of Class A common stock and private warrants by selling securityholders. |
33M | 35M |
| Nov 21, 2022 |
10-Q filing | 31.2M shares outstanding |
31M | 18M |
| Nov 15, 2022 |
8-K filing: FOXO Technologies Inc. amended its Forward Share Purchase Agreement with Meteora Special Opportunity Fund, stating that Meteora would be entitled to retain 500,000 shares of the Company's Class A common stock on the Put Date. The Company agreed to transfer shares to Meteora if Meteora owns less than 500,000 shares of Class A common stock. |
12M | 18M |
| Sep 21, 2022 |
8-K filing: On September 20, 2022, the Company completed a private placement offering of 15% Senior Promissory Notes in an aggregate principal amount of $3,457,500 and on September 16, 2022, the Company issued 190,476 shares of Class A Common Stock to Cantor as commitment shares. |
12M | 18M |
| Sep 16, 2022 |
8-K filing: Meteora Capital Partners purchased 1,708,005 shares of Class A common stock from stockholders who reversed their redemption and sold the shares to Meteora at the redemption price. Meteora now holds 2,873,728 shares of Class A common stock. |
12M | 18M |
| Sep 13, 2022 |
8-K filing: Delwinds Insurance Acquisition Corp. received requests to redeem a total of 10,991,407 Public Shares in connection with its business combination with Foxo Technologies Inc. |
12M | 18M |
| Aug 12, 2022 |
10-Q filing | 11.7M shares outstanding |
12M | 18M |
| Jul 06, 2022 |
8-K filing: Delwinds Insurance Acquisition Corp. amended its Merger Agreement with FOXO Technologies Inc. to reduce the number of shares of Delwinds Class A Common Stock to be issued as Merger Consideration at the Closing to certain members of FOXO's management and certain strategic partners of FOXO under the Management Contingent Plan from ten million (10,000,000) shares to nine million two hundred thousand (9,200,000) shares. |
21M | 18M |
| May 16, 2022 |
10-Q filing | 20.8M shares outstanding |
21M | 18M |
| Mar 07, 2022 |
10-K filing | 20.8M shares outstanding |
21M | 18M |
| Mar 02, 2022 |
8-K filing: Delwinds Insurance Acquisition Corp. entered into a merger agreement with FOXO Technologies Inc. and related agreements, including backstop agreements for up to 1,000,000 shares of Delwinds Class A Common Stock at $10 per share if Delwinds has less than $10,000,000 in cash and cash equivalents at closing, and a common stock purchase agreement with Cantor for up to $40 million in shares of Delwinds Class A Common Stock. ($10.0M proceeds) |
21M | 18M |
| Nov 15, 2021 |
10-Q filing | 20.8M shares outstanding |
21M | 18M |
| Aug 16, 2021 |
10-Q filing | 0.6M shares outstanding |
630K | 18M |
| May 17, 2021 |
10-Q filing | 20.8M shares outstanding |
21M | 18M |
| Mar 31, 2021 |
10-K filing | 20.8M shares outstanding |
21M | 18M |
| Dec 16, 2020 |
8-K filing: Delwinds Insurance Acquisition Corp. completed its IPO of 20,125,000 units at $10.00 per unit, generating gross proceeds of $201,250,000, and also completed a private sale of 656,250 units to the Sponsor at $10.00 per unit, generating gross proceeds of $6,562,500. ($207.81M proceeds) |
5M | 18M |
| Dec 01, 2020 |
S-1/A filing: Delwinds Insurance Acquisition Corp. is offering 17,500,000 units at $10.00 per unit for a total of $175,000,000. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. |
5M | 18M |
| Sep 22, 2020 |
S-1/A filing: This is an S-1/A filing detailing the terms for common stock and warrants associated with private placements that will occur simultaneously with the consummation of the Public Offering. |
N/A | 990K |
| Sep 11, 2020 |
S-1 filing: This is an S-1 filing for an initial public offering of units, each consisting of one share of Class A common stock and one-half of one redeemable warrant, by Delwinds Insurance Acquisition Corp. |
N/A | 32M |