{"url_path":"/sec/foxo/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 LEGAL PROCEEDINGS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","accession_number":"0001493152-26-023461","cik":"0001812360","ticker":"FOXO","issuer_name":"FOXO TECHNOLOGIES INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1812360/0001493152-26-023461-index.html","primary_entity_key":"0001812360","primary_entity_name":"FOXO TECHNOLOGIES INC."},"word_count":667,"has_tables":true,"body_markdown":"**ITEM\n1. LEGAL PROCEEDINGS**\n\n \n\nFrom\ntime to time, the Company may be involved in a variety of claims, lawsuits, investigations and proceedings related to contractual disputes,\nemployment matters, regulatory and compliance matters, intellectual property rights and other litigation arising in the ordinary course\nof business. The Company operates in a highly regulated industry which may inherently lend itself to legal matters. Management is aware\nthat litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company’s\nfinancial position or results of operations.\n\n \n\n*Former\nCEO Severance*\n\n \n\nThe\nCompany has disclosed in previous financial filings that the Board of Directors had yet to complete its review into whether Mr. Jon Sabes,\na former CEO of the Company was terminated with or without cause on November 14, 2022 and that accordingly, the Company had to make a\ndetermination on its obligations under the former CEO’s employment agreement.\n\n \n\nThe\nBoard of Directors has now completed a review of this matter in the last quarter of 2024 and upon examination of the history and various\ndocuments and records has determined that Mr. Sabes was unequivocally terminated for cause on November 14, 2022, meaning the Company\nhas no further obligation to Mr. Sabes.\n\n \n\nOn\nNovember 20, 2024, the Company received a letter from counsel for Mr. Jon Sabes, the former Chief Executive Officer and director, demanding\npayment of certain compensation and benefits. Regardless that the Company has now determined that termination of Mr. Sabes’ employment\non November 14, 2022 was for cause and that no obligation to Mr. Sabes remains, the Company has, because of this demand, continued to\naccrue certain liabilities of severance pay and stock-based compensation in its financial records until the matter has been resolved\nin full. The Company does not believe the demand received on November 20, 2024 has any merit and will vigorously dispute any claim for\npayment. The Company and Mr. Sabes have entered into discussions to explore a resolution to this matter in a manner that would\ncreate opportunity for all parties.\n\n \n\n*Illumina\nJudgment*\n\n \n\nOn\nJune 21, 2024, Hennepin County District Court granted Illumina, Inc.’s Motion for Summary Judgment in the amount of $0.8 million\nagainst the Company. The Company entered into a settlement agreement with Illumina on July 23, 2025 to settle this judgment over time.\n$100,000 was paid at the time of settlement and $723,065 is payable in five additional quarterly payments of $144,613 per payment. The\nCompany is currently in default of its requirements for payment under the settlement agreement but believes this default will be rectified\nwithout repercussion when the Company secures additional capital.\n\n \n\n*Other\nMatters*\n\n \n\nIn\nJuly 2025, Gateway Group, Inc. filed a legal action in Orange County, California seeking payment of $120,000. This amount is included\nas a liability in the Company’s financial statements. To date, there is no resolution to this matter.\n\n \n\nIn\nthe second quarter of 2025, Data Shepherd Services, Inc. received a judgment against the Company for an unpaid balance of approximately\n$58,000. This amount is included as a liability in the Company’s financial statements. To date, there is no resolution to this\nmatter.\n\n \n\nIn\nJune 2025, func.media inc. filed a legal action in Minnesota seeking a total sum of $123,250. This amount is included as a liability\nin the Company’s financial statements. On October 16, 2025 the Company entered into a settlement agreement to pay $90,000 on an\nagreed payment schedule of $15,000 each month for six months as full resolution of this matter. If all payments are made when due all\nremaining amounts over $90,000 will be waived. The Company is currently in default of the payment schedule in the settlement agreement.\n\n \n\nThe Company is also party to various other legal\nproceedings for liabilities, for legacy debts of the Company, and could become a party to claims, and regulatory, tax or government inquiries\nand investigations that arise in the ordinary course of business. The Company may in the future be subject to additional legal proceedings\nand disputes."}