FOXO 10-K & 10-Q changes, risk factors and insider trading
Foxo Technologies Inc. (also FOXOW) · OTC · Services-Commercial Physical & Biological Research · CIK 1812360 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for draws under that agreement.”
New heading “Our Life Science Services operations are subject to government regulation, and failure to comply with applicable laws and regulations could adversely affect our business.”
New heading “Vector’s international sourcing operations subject us to additional regulatory, legal, and operational risks.”
New heading “Our business depends on relationships with specimen providers, and disruptions to those relationships could adversely affect our operations.”
New heading “Vector operates in a competitive biospecimen sourcing market.”
New heading “Ethical or compliance failures in specimen sourcing could harm our reputation.”
New heading “Quality control issues could adversely affect our business.”
New heading “We may face liability related to the specimens we distribute.”
New heading “Privacy and data protection laws may apply to aspects of our business.”
New heading “We recently acquired Vector and may not be able to successfully integrate its operations or realize the anticipated benefits of the acquisition.”
New heading “The sellers of Vector have a right to repurchase the business under certain circumstances, which could result in the loss of our investment.”
New heading “We may be required to pay significant earnout consideration to the sellers of Vector, which could adversely affect our financial condition and dilute our existing stockholders.”
New heading “Our business relies on third-party logistics providers.”
New heading “We may face customer and supplier concentration risk.”
New heading “Our growth strategy may involve acquisitions.”
New heading “Our Life Science Services operations may require additional capital.”
New heading “Our Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.”
New heading “Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that investors may have difficulty reselling their shares and may cause the price of the shares to decline.”
New heading “Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.”
New heading “There currently is no active public market for our Common Stock and there can be no assurance that an active public market will ever develop. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.”
New heading “Our common stock is subject to substantial dilution by conversions or exercises of outstanding convertible preferred stock, convertible notes payable, common stock warrants and other securities into common stock.”
New heading “FINRA has refused to process our proposed reverse stock split and our appeal of that determination may not be successful.”
Removed heading “Risks Related to Our Intellectual Property”
Removed heading “We have not been able to access the capital available under the Strata Purchase Agreement which could have an adverse effect on our business.”
Removed heading “Adverse results in material litigation matters or governmental inquiries could have a material adverse effect upon the Company’s business and financial condition.”
Removed heading “We currently have research projects planned and underway designed to further discover, improve and/or validate the use of our epigenetic biomarkers for our commercial purposes, but we cannot guarantee the results of such research and any negative results may negatively impact our ability to pursue our business plans.”
Removed heading “We intend to provide consumer engagement through our health and wellness offerings; however, competition in the personal health and wellness testing market continues to increase and presents a threat to the success of our business.”
Removed heading “We rely on a limited number of critical third-party suppliers for our epigenetic testing services and in the event we are unable to procure our materials or services, we may not be able to find suitable replacements or immediately transition to alternative suppliers, which will have an adverse impact on our business.”
Removed heading “Our products and services face substantial competition, which may result in others discovering, developing or commercializing products and services that are similar to ours, before or more successfully than we can.”
Removed heading “We or our partners (or both) may now or in the future be subject to laws and regulations relating to laboratory testing, which could materially adversely impact our ability to offer our products or services.”
Removed heading “Our product and service offerings may now or in the future be subject to laws and regulations relating to laboratory developed tests and software, which could materially adversely impact our business.”
Removed heading “Our use of saliva-based epigenetic biomarkers may in the future be subject to laws and regulations at the state and federal levels relating to the use of such testing or information in life insurance underwriting, which could materially adversely impact our business.”
Removed heading “As part of our business, we may collect, process, store, share, disclose and use customer information and other data, and our actual or perceived failure to protect such information and data, respect customer privacy or comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.”
Removed heading “We may be unable to prevent or address the misappropriation of our data, which could damage our reputation and materially adversely impact our business.”
Removed heading “Changes in state laws and regulations governing our business, or changes in the interpretation of such laws and regulations, could negatively impact our business.”
Removed heading “New legislation or legal requirements may affect how we communicate with customers, which could have a material adverse impact on our business model, financial condition, and results of operations.”
Removed heading “Risks Related to Our Intellectual Property”
Removed heading “If we are unable to protect our patent pending methods of identifying epigenetic biomarkers or intellectual property in general, the value of our brand and other intangible assets may be diminished, and our business may be adversely impacted.”
Removed heading “We may be unable to obtain sufficiently broad intellectual property protection, or we may lose intellectual property protection.”
Removed heading “Changes in trademark or patent law in the United States and other jurisdictions could diminish the value of our potential future trademarks and patents in general, thereby adversely impacting our ability to protect our products and services.”
Removed heading “We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.”
Removed heading “We may not be successful in registering and enforcing our trademarks.”
Removed heading “We may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.”
Removed heading “If we become involved in trademark or patent litigation or other proceedings related to a determination of rights, we could incur substantial costs and expenses, substantial liability for damages or be required to stop our development and commercialization efforts of our products and services.”
Removed heading “We utilize open-source software, which may pose particular risks to our proprietary software and source code.”
Removed heading “We are subject to the continued listing standards of the NYSE American and our failure to satisfy these criteria may result in delisting of the Class A Common Stock.”
Largest changes
“We may also be required to comply with increasingly complex and changing data security and privacy regulations in the UK, the European Union (the “EU”) and in other jurisdictions in which we plan to conduct business that regulate the collection, use and transfer of personal data, including the transfer of personal data between or among countries. …”see in full comparison
“We will be subject to the terms of our privacy policies and privacy-related obligations. …”see in full comparison
“If the Class A Common Stock is delisted, our Class A Common Stock may be subject to the so-called “penny stock” rules. The SEC has adopted regulations that define a penny stock to be any equity security that has a market price per share of less than $5.00, subject to certain exceptions, such as any securities listed on a national securities exchange. …”see in full comparison
“Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our interpretations of the law or best practices could be inconsistent with, or fail, or be alleged to fail to meet all requirements of, such laws, regulations, or obligations. …”see in full comparison
“We may receive and store personally identifiable information, epigenetic information, and other data relating to our customers, as well as other personally identifiable information and other data relating to individuals such as our employees. Security breaches, employee malfeasance, or human or technological error could lead to potential unauthorized disclosure of our customers’ personal information. …”see in full comparison
“The Federal Food, Drug, and Cosmetic Act (the “FDC Act”) gives the United States Food and Drug Administration, or FDA, the authority to regulate manufacturers of medical devices, which are defined to include, among other requirements, in vitro diagnostic (“IVD”) products (e.g., laboratory instruments, reagents, and collection devices) and software that are intended for use in the diagnosis, treatment, cure, mitigation or prevention of diseases or conditions, including, without limitation, the presence of biomarkers. …”see in full comparison
Full comparison: every changed paragraph (156)
Risks
Related to Our EpigeneticLife TestingScience Services Business
Risks
Related to Our Intellectual Property
Our
Certificate of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders.
However, issuance of preferred stock with certain rights would be governed by NYSE American continued listing requirements and may require a stockholder vote which could
be granted by current management.
Our
Certificate of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our
board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors
directors also has the authority to issue preferred stock without further stockholder approval. Thus, our board of directors could
authorize the
issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon
liquidation, the right to
receive dividend payments before dividends are distributed to the holders of common stock and the right to
the redemption of the shares,
together with a premium, prior to the redemption of our common stock. In addition, existing series of
preferred stock that have been
issued allow conversions into the Company’s Class A Common Stock that would significantly
dilute existing shareholders and management
may authorize additional series of preferred stock that may significantly dilute
existing shareholders.
We
have not been profitable since our inception in 2019. As of December 31, 2024,2025, we had a working capital deficit of $29.8$25.5 million. We
incurred net losses attributable to common stockholdersFOXO of $13.5$12.4 million and $29.8$12.4 million in the years ended December 31, 20242025 and 2023,2024, respectively.
respectively. We expect we will require significant capital in connection with our efforts, and we will be required to continue to
make significant
investments to further develop and expand our businesses. In addition, to the extent our business activity
increases as we expect, we
will need to increase our headcount in the coming years. Despite these investments, we may not
succeed in increasing our revenue on the
timeline that we expect or in an amount sufficient to lower our net loss and ultimately
become profitable. Moreover, if our revenue does
not increase, we may not be able to reduce costs in a timely manner because many of
our costs are fixed, at least in the short term.
Accordingly, we may not achieve or maintain profitability
and we may continue to incur significant losses in the future.
Our
ability to raise additional funds in the short-termshort term will depend on financial, economic and market conditions and the willingness of potential
investors or lenders to provide funding, all of which are outside of our control, and we may be unable to raise financing in the short-term,short
term, or on terms favorable to us, or at all. Furthermore, highsignificant volatility in the capital markets has had, and could continue
to have, a negative
impact on the price of the Class A Common Stock and could adversely impact our ability to raise additional funds.
Our
audited financial statements for the years ended December 31, 20242025 and 20232024 were prepared assuming that we will continue as a going concern.
PrimarilyPrimarily, as a result of our losses, limited working capital, debt obligations and significant operating costs expected to be incurred
in the next twelve months, the report of our independent registered public accounting firm included elsewhere in this Annual Report contains
an explanatory paragraph on our financial statements stating there is substantial doubt about our ability to continue as a going concern.
Such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or
otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern.
The perception that we may not be able to continue as a going concern may also make it more difficult to operate our business due to
concerns about our ability to meet our contractual obligations.
If
we are unable to secure additional capital in the short-term,short term, we may be required to further curtail
our business initiatives and take
additional measures to reduce costs in order to conserve our cash in amounts sufficient to sustain
operations and meet our obligations.
to the accompanying financial statements do not include any adjustments that
may be necessary should we be unable to continue as a going
concern.
We
have not been able to access the capital available under the Strata Purchase Agreement which could have an adverse effect on our business.
We have not been able to access the operating capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited trading volume of our Class A Common Stock, have prevented us from satisfying the contractual conditions required for draws under that agreement.
Pursuant
to the terms of a Strata Purchase Agreement (the “Strata Purchase Agreement”)
dated October 13, 2024 with ClearThink
Capital Partners, LLC (“ClearThink”), as amended and as supplemented by that
certain Supplement to Strata Purchase
Agreement dated as of October 13, 2023 with ClearThink (the “Strata Supplement,”
together, with the Strata Purchase
Agreement, the “Purchase Agreement”), ClearThink has agreed to purchase
up to $5.0 million of shares of our Class
A Common Stock over a 24-month period. However,Despite having an effective registration statement, we have not been able to access the saleoperating
capital available under the Strata Purchase Agreement because current market conditions, including the low trading price and limited
trading volume of our Class A Common StockStock, ishave notprevented us from satisfying the contractual conditions required for puts under that
availableagreement. untilA continuation of these market conditions could prevent us from accessing the capital we register the stock, which registration will be complete on the date that a registration statement, which we intend
to file shortly after the filing of this Annual Report, is declared effective. We will need additional capital to fully implement our
business, operating and development plans. Should the financing we require to sustaincontinue our working capital needs be unavailable or prohibitivelyoperations,
expensive when we require it, the consequenceswhich could behave a materialan adverse effect on our business, operating results, financial condition
and prospects.business.
We
have a substantial amount of intangible assets and goodwill and we have been, and may in the future be, required to write down the value
of our
intangible assets due to impairment, which could have a material adverse effect on our business, financial condition and results
of of
operations.
We
have a substantial amount of intangible assets.assets and goodwill. We test the carrying value of intangible assets and goodwill for impairment
at least annually and
whenever events or circumstances indicate the carrying value may not be recoverable. Events and conditions that
could result in impairment
in the value of our intangible assets and goodwill include, but are not limited to, decisions to exit certain
lines of business, significant negative
industry or economic trends, significant decline in our stock price for a sustained period of
time, significant decline in market capitalization
relative to net book value, limited funding that could delay developmentexpansion efforts, and
significant changes in the manner of use of the
assets or the strategy for our overall business. The estimates and assumptions about
future results of operations and cash flows made
in connection with the impairment testing could differ from future actual results of
operations and cash flows.
We
have experienced a number of recent changes to our senior management team,
including the resignation of Mark White, our former Interim
Chief Executive Officer, whichthe mayappointment createof significantSeamus continuityLagan, risksour current Chief
Executive Officer, and challengesthe toresignation of our abilityformer toChief operateFinancial ourOfficer, business,Sylwia assess
and manage risksHaumann, and complythe withappointment applicableof laws.Celene We recently appointed Seamus Lagan asGrant, our
current Chief ExecutiveFinancial OfficerOfficer. and thereThere may be
additional resignations and appointments in our senior management team in the future.
We
believe that our future success is highly dependent on the efforts of Mr. Lagan. At present, we do not maintain key-man life
insurance insurance
policies for him or for any other key personnel. Changes in our senior management and uncertainty regarding any future changes may
disrupt disrupt
our operations and impair our ability to recruit and retain other needed personnel. Any such disruption
or impairment could
have an adverse effect on our business.
Seamus
Lagan is our Chief Executive Officer. Mr. Lagan will be instrumental in shaping our
vision, strategic direction and execution priorities.
There can be no assurance that Mr. Lagan will continue to work for us. Mr. Lagan’s
departure from service with the Company could
materially adversely impact our business.
Our
revenue and results of operations could vary significantly from period-to-period and may fail to match expectations as a result of a
variety of factors, some of which are outside of our control. Fluctuations and variability across the industry may affect our revenue and results of operations. As a result of the potential
variations in our revenue and results of
operations, period-to-period comparisons may not be meaningful and the results of any one period
should not be relied on as an indication
of future performance. In addition, our results of operations may not meet the expectations
of investors or public market analysts who
follow our Company, which may adversely impact our stock price.
Changes
in general economic conditions, including, for example, interest rates, investor sentiment, changes specifically affecting the insurance
industry or biotechnology industry, competition, technological developments, political and diplomatic events, tax laws, and other factors
not known to us today, could substantially and materially adversely impact our business. For example, changes in interest rates may increase
our cost of capital and ability to raise capital and have a corresponding adverse impact on our operating results. While we may engage
in certain hedging activities to mitigate the impact of these changes, none of these conditions are or will be within our control. Changes
in general economic conditions may also negatively impact demand for life insurance and our other products and services.
Our business hasWe
have substantial indebtedness; the
majoritymany of our debt instrumentswhich are in payment default and contain restrictive covenantsdefault, which may affect our operational and financial
flexibility.
Our
ability to meet our obligations depends on our
future performance and capital raisingcapital-raising activities, which will be affected by financial,
business, economic and other factors, many of
which are beyond our control. If our cash flow and capital resources prove inadequate to
allow us to pay the principal and interest on
our debt and meet our other obligations, we could face substantial liquidity problems and
might be required to dispose of material assets
or operations, restructure or refinance our debt, which we may be unable to do on acceptable
terms, and forego attractive business opportunities.
In addition, the terms of our existing or future debt agreements may restrict us
from pursuing any of these alternatives.
Risks
Related to Our Healthcare Operations.Operations
Adverse results in material litigation matters
or governmental inquiries could have a material adverse effect upon the Company’s business and financial condition.
The Company may become subject
in the ordinary course of business to material legal action related to, among other things, professional liability, contracts and employee-related
matters, as well as inquiries and requests for information from governmental agencies and bodies and Medicare or Medicaid payors requesting
comment and/or information on allegations of billing irregularities, billing and pricing arrangements, privacy practices and other matters
that are brought to their attention through billing audits or third parties. The healthcare industry is subject to substantial Federal
and state government regulation and audit. Legal actions could result in substantial monetary damages as well as damage to the Company’s
reputation with customers, which could have a material adverse effect upon its business.
Risks
Related to Our EpigeneticLife TestingScience Services
Our Life Science Services operations are subject to government regulation, and failure to comply with applicable laws and regulations could adversely affect our business.
Vector’s operations are subject to a variety of federal, state, local, and international laws and regulations governing the handling, transportation, import, and export of biological materials, workplace safety requirements, and privacy and data protection.
These regulatory frameworks include, among others:
Compliance with these requirements may be complex and may require ongoing monitoring of regulatory developments. Failure to comply with applicable laws and regulations could result in fines, penalties, shipment delays, operational restrictions, or reputational harm, any of which could adversely affect our business, financial condition, and results of operations.
Vector’s international sourcing operations subject us to additional regulatory, legal, and operational risks.
Vector sources certain biological specimens through relationships with clinical institutions and specimen providers located outside the United States, including partners in India and Latin America.
International sourcing activities may expose us to risks, including:
Any failure to effectively manage these risks could limit our ability to source biological specimens internationally or increase our operating costs.
Our business depends on relationships with specimen providers, and disruptions to those relationships could adversely affect our operations.
Vector’s business model relies on establishing and maintaining relationships with collection centers, hospitals, laboratories, and other specimen providers that supply biological materials used in research. If these relationships are disrupted or if specimen providers fail to comply with applicable legal, ethical, or quality standards, our ability to source biological specimens could be adversely affected. In addition, competition for access to certain types of specimens, particularly rare-disease samples, may increase the cost of obtaining them or limit the availability of specimens needed to fulfill customer requests. If we are unable to secure sufficient specimen supply, we may be unable to meet customer demand, which could adversely affect our revenues and reputation.
Vector operates in a competitive biospecimen sourcing market.
The market for biological specimens used in research is competitive and fragmented. Participants in this market include specialized biospecimen suppliers, contract research organizations, academic medical centers, biobanks, and research institutions. Some of these competitors may have greater financial resources, larger specimen inventories or more established relationships with research institutions and pharmaceutical companies. In addition, some research organizations may choose to source specimens directly through clinical institutions rather than through third-party suppliers. If we are unable to compete effectively with other specimen suppliers, our ability to attract and retain customers may be adversely affected.
Ethical or compliance failures in specimen sourcing could harm our reputation.
The sourcing of human biological specimens involves ethical, legal and regulatory considerations, including obtaining appropriate donor consent and protecting donor privacy. Vector relies on specimen providers and clinical partners to obtain specimens in accordance with applicable laws, institutional policies, and ethical guidelines. If a specimen provider fails to comply with applicable consent requirements, privacy protections, or other regulatory obligations, Vector could face reputational harm, regulatory scrutiny, or legal claims. Even allegations of improper specimen sourcing practices could damage our relationships with customers, partners, and regulators.
Quality control issues could adversely affect our business.
Vector’s customers rely on the quality and integrity of biological specimens supplied for research purposes. Specimens must be properly handled, preserved, labeled, and transported in order to maintain their scientific usefulness. Quality failures, including specimen misidentification, contamination, improper storage conditions, or shipping delays, could result in unusable specimens, customer dissatisfaction, or contractual disputes. Maintaining quality standards requires ongoing investment in training, quality assurance procedures, and logistics management.
We may face liability related to the specimens we distribute.
Vector distributes biological specimens to pharmaceutical, biotechnology, device manufacturers, and research institutions. If specimens are alleged to have been improperly handled, mislabeled, or otherwise defective, Vector could face breach-of-contract claims, product-liability claims, or other legal disputes. Although we maintain insurance coverage intended to address certain liabilities, such insurance may not fully cover all potential claims. Any significant claim or series of claims could result in substantial costs and reputational harm.
Privacy and data protection laws may apply to aspects of our business.
Vector may receive certain information associated with biological specimens supplied through its partners. Applicable privacy laws may govern the handling of personal information associated with such specimens. These laws may include the Health Insurance Portability and Accountability Act in the United States, as well as various state and international data protection regulations. Vector generally seeks to limit the receipt of personally identifiable information and works with de-identified specimen data whenever possible. Failure to comply with applicable privacy laws could result in regulatory enforcement actions, fines or reputational harm.
We recently acquired Vector and may not be able to successfully integrate its operations or realize the anticipated benefits of the acquisition.
We acquired Vector on September 19, 2025. The acquisition of Vector, and any future acquisitions in the biospecimen sourcing sector, involve numerous risks, including:
If we are unable to successfully integrate Vector’s operations or achieve the anticipated benefits of the acquisition, our business, financial condition and results of operations could be materially adversely affected.
The sellers of Vector have a right to repurchase the business under certain circumstances, which could result in the loss of our investment.
Pursuant to the Stock Purchase Agreement pursuant to which we acquired Vector, the sellers have the right, but not the obligation, to repurchase the shares of Vector under certain limited circumstances at fair market value as determined by a third party and subject to a floor. If the sellers exercise this repurchase right, we would lose our investment in Vector and the anticipated benefits of the acquisition, which could have a material adverse effect on our business, financial condition and results of operations.
We may be required to pay significant earnout consideration to the sellers of Vector, which could adversely affect our financial condition and dilute our existing stockholders.
Pursuant to the Stock Purchase Agreement, we may be required to issue to the sellers of Vector up to 80,000 shares of Series E Preferred Stock (with a stated value of $25.00 per share, or $2,000,000 in the aggregate) if Vector achieves at least $4,000,000 of Qualifying Revenue during the 12-month period between the first and second anniversary of the closing. At December 31, 2025, based on current financial projections, we have recorded $500,000 of this earnout as a contingent purchase price obligation in our consolidated financial statements. In addition, if a Change of Control of the Company occurs prior to the two-year anniversary of the closing, all of the up to 80,000 shares of Series E Preferred Stock will be issued to the sellers. Any additional potential earnout obligation could require us to issue additional shares of preferred stock, which would dilute our existing stockholders and could adversely affect our financial condition. In addition, the earnout obligation could create pressure to achieve revenue targets that may not be achievable or may require us to take actions that are not in the long-term best interests of the Company.
Our business relies on third-party logistics providers.
Vector relies on third-party shipping and logistics providers to transport biological specimens to customers. Disruptions affecting transportation providers, including weather events, supply chain disruptions, labor issues or operational failures, could delay specimen shipments or prevent timely delivery to customers. Delays in specimen delivery may render specimens unusable for research purposes and could result in lost revenue or damage to customer relationships.
We may face customer and supplier concentration risk.
A limited number of customers and suppliers may account for a significant portion of Vector’s revenues during certain periods. The loss of one or more significant customers or suppliers or a reduction in purchasing activity by those customers could adversely affect our revenues and operating results.
Our growth strategy may involve acquisitions.
We may pursue acquisitions of businesses that complement our Life Science Services segment.
Acquisitions involve risks, including:
If we are unable to successfully integrate acquired businesses or realize anticipated benefits, our financial performance could be adversely affected.
Our Life Science Services operations may require additional capital.
Management's Discussion & Analysis (MD&A)
New heading “Amended Service Agreement and Termination of Employment, Settlement and Mutual Release Agreement”
New heading “Vector BioSource Inc.”
New heading “Life Science Services”
New heading “Other Operating Data:”
New heading “Strata Purchase Agreement, As Amended”
New heading “Life Science Services”
Removed heading “Healthcare Segment”
Removed heading “Labs and Life Segment”
Removed heading “Recent and Other Developments”
Removed heading “Acquisition of RCHI and Its Subsidiary SCCH Under the Second Stock Exchange Agreement with RHI, as Amended and Restated”
Removed heading “Management, License and Maintenance Fees Under the KR8 Agreement”
Removed heading “Research and Development”
Removed heading “FOXO Life Insurance Company”
Largest changes
“During the year ended December 31, 2025, we entered into 13 third party promissory notes with principal balances totaling $3.1 million and one-time interest expense totaling $0.2 million and we received net cash of $1.7 million. In addition, in February 2025, the Western Note Payable (the “Western Note”), which we assumed when we acquired SCCH, was sold to a new third party holder, Western Healthcare LLC, and it was amended and restated. …”see in full comparison
“On May 26, 2023, we consummated two issuer tender offers: (i) the Exchange Offer and (ii) the Offer to Amend 15% Senior Promissory Notes whereby holders of the Assumed Warrants were able to exchange such Assumed Warrants for shares of Class A Common Stock. …”see in full comparison
see in full comparisonAsDuringof December 31, 2024, we had outstanding Senior PIK Notes Payable in the amount of $5.3 million. The Senior PIK Notes Payable were issued during 2022. Duringthe year ended December 31, 2024, we issued to third parties 17 promissory notes with principal balances totaling $5.0 million and one-time$5.0interest expense totaling $0.1 million and we received net cash proceeds from the issuances totaling $4.1 million. During the year ended December 31, 2024, we exchanged $2.2 million of the promissory notes issued in 2024 for 2,464 shares of our Series A Preferred Stock with a stated value of $1,000 per share. In addition, during the year ended December 31, 2024, $0.6 million of the principal balances of three of the promissory notes issued during 2024 and $61,745 of associated accrued interest were converted into2.1 million104,564 shares of our Class A Common Stock pursuant to the conversion terms of such notes.At December 31, 2024, $2.1 million of the outstanding principal balance of six promissory notes were convertible into 2.9 million shares of our Class A Common Stock per the terms of the securities purchase agreement entered into in connection with the notes. Two other promissory notes outstanding at December 31, 2024, were convertible but only in the event of an event of default as that term is defined in the applicable agreements. In addition, at December 31, 2024, as part of the RCHI acquisition, we assumed a note a payable with Western Healthcare, LLC (the “Western Note Payable”) in the principal amount of $0.6 million As of December 31, 2024, the total principal balance of third-party promissory notes payable as presented on the consolidated balance sheet is $7.3 million, which is net of $0.7 million of debt discounts.
“Also in January 2025, we exchanged all outstanding Senior PIK Notes (including all accrued and unpaid interest) (which total value was $5.4 million on the date of the exchange) into 3.457.5 shares of our Series B Preferred Stock with a total stated value of $3.5 million. …”see in full comparison
“Net Loss Attributable to FOXO. Net loss attributable to FOXO was $12.4 million for the year ended December 31, 2025 compared to a net loss attributable to FOXO of $12.4 million for the year ended December 31, 2024. The loss from operations was $10.3 million and $7.8 million for the years ended December 31, 2025 and 2024, respectively, or an increase of $2.5 million due primarily to the $7.0 million goodwill impairment in 2025 compared to an intangible asset impairment of $1.8 million in 2024. …”see in full comparison
“On September 10, 2024, we issued a note payable that had a maturity date of September 10, 2026 to RHI in the principal amount of $22.0 million for the purchase of RCHI. During December, 2024, we exchanged $21.0 million of the promissory note owed to RHI for 21,000 shares of our Series A Preferred Stock with a stated value of $1,000 per share and we issued to RHI a new promissory note in the principal amount of $1.0 million due on June 5, 2025. …”see in full comparison
Full comparison: every changed paragraph (167)
As of December 31, 2025, FOXO owns and operates four principal subsidiaries.
Myrtle Recovery Centers, Inc., (“Myrtle”) a 30-bed behavioral health facility in East Tennessee. Myrtle provides inpatient services for detox and residential treatment and outpatient services for medication assisted treatment (“MAT”) and OBOT Programs.
Rennova Community Health, Inc., (“RCHI”) owns and operates Scott County Community Hospital, Inc. (“SCCH”) (d/b/a Big South Fork Medical Center (“BSF”)), a critical access designated (CAH) hospital in East Tennessee.
Vector BioSource Inc. (“Vector”) is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.
FOXO Labs, Inc. is a biotechnology company dedicated to improving human health and life span through the development of cutting-edge technology and product solutions for various industries.
Overview
We
are a healthcare services and technology company operating in two reportable business segments: (i) Healthcare; and (ii) Labs and Life.
These segments further operate in three synergistic divisions, a rural hospital division, a mental and behavioral health division, which
together make up our Healthcare segment and an epigenetics diagnostics and interpretation division, which makes up our Labs and Life
segment. Our rural hospital division and our epigenetics diagnostics and interpretation division operate through wholly owned subsidiaries,
and our behavioral health division operates through a majority-owned subsidiary.
Previously,
Labs and Life were treated as separate segments; however, with the acquisition of Myrtle in June 2024, which is more fully discussed
below, the Company’s operational focus shifted such that it was appropriate to combine our Labs and Life segments during the second
quarter of 2024 and to operate Myrtle in the newly formed Healthcare segment. Our Healthcare segment also includes RCHI, and its wholly-owned
subsidiary, SCCH which were acquired on September 10, 2024, as more fully discussed below.
The Company manages and classifies its business into three reportable business segments: (i) Healthcare, (ii) Life Science Services and (iii) Labs.
Healthcare
Segment
Myrtle
offers behavioral health services, primarily substance abuse treatments and services that are provided on either an inpatient, residential
basis or an outpatient basis. RCHI’s hospital, SCCH, doing business as BSF, has 25 inpatient beds, and a 24/7 emergency
department and provides ancillary services, including laboratory, radiology, respiratory and pharmacy services. BSF is designated as
a Critical Access Hospital (rural) hospital.
Labs
and Life Segment
Our
Labs and Life segment is commercializing epigenetic biomarker technology to support groundbreaking scientific research and disruptive
next-generation business initiatives. It applies automated machine learning and artificial intelligence (“AI”) technologies
to discover epigenetic biomarkers of human health, wellness and aging. On February 3, 2023, we sold FOXO Life Insurance Company, as is
more fully described herein.
Recent
and Other Developments
Reverse
Stock SplitSplits
On April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the First Reverse Stock Split. The First Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on April 28, 2025. Trading reopened on April 29, 2025, which is when the Company’s Class A Common Stock began trading on a post reverse stock split basis.
On July 17, 2025, the Company’s board of directors (pursuant to previously obtained shareholder approval) approved the Second Reverse Stock Split and together with the First Reverse Stock Split. The Second Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on July 27, 2025. Trading reopened on July 28, 2025, which is when the Company’s Class A Common Stock began trading on a post reverse stock split basis.
All share amounts herein have been adjusted to reflect the reverse stock split.
On September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock split of our issued and outstanding 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) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors, 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 has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the record date.
On September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission would not be processed.
The Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could own approximately 95% of the Company’s outstanding common stock, without giving effect to the beneficial ownership limitations contained in the terms of such securities.
The Company disagrees with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal. The appeal will be considered by a subcommittee of FINRA’s Uniform Practice Code Committee, and the subcommittee’s determination will constitute final action within FINRA. The appeal is currently pending, and FINRA has scheduled a review date of April 27, 2026. There can be no assurance that the appeal will be successful.
If the appeal is unsuccessful, the Company may need to pursue alternative approaches to address its capital structure. In addition, the inability to complete the reverse stock split may limit the Company’s ability to access capital, including under its existing $5.0 million equity line of credit, which could materially adversely affect the Company’s liquidity and its ability to execute its business plan.
Acquisitions
On
October 31, 2023, we amended our Second Amended and Restated Certificate of Incorporation, as amended, to implement a 1-for-10 reverse
stock split, such that every 10 shares of our Class A Common Stock will be combined into one issued and outstanding share of our Class
A Common Stock, with no change in the $0.0001 par value per share (the “Reverse Stock Split”).
We
effected the Reverse Stock Split on November 6, 2023 at 4:01pm Eastern Time of our issued and outstanding shares of Class A Common Stock,
which was previously approved by stockholders at our annual meeting of stockholders held on May 26, 2023 to regain compliance with Section
1003(f)(v) of the NYSE Company Guide (the “Company Guide”).
Trading
reopened on November 7, 2023, which is when our Class A Common Stock began trading on a post reverse stock split basis. All share information
included in this Annual Report has been reflected as if the Reverse Stock Split occurred as of the earliest period presented.
Stock
Exchange Agreements Datedwith June 10, 2024RHI
Myrtle
was formed in the second quarter of 2022 to pursue opportunities in the behavioral health sector, including substance abuseuse disorder treatment,
initially in rural markets. Services are provided on either an inpatient, residential basis or an outpatient basis.
On
August 10, 2023, Myrtle was granted a license by the Department of Mental Health and Substance Abuse Services of Tennessee to operate
an alcohol and drug treatment facility in Oneida, Tennessee. The facility, which is located at BSF’s campus, commenced operations
and began accepting patients on August 14, 2023. The facility offers alcohol and drug residential detoxification and residential rehabilitation
treatment services for up to 30 patients. On November 1, 2023, Myrtle began accepting patients at its Nonresidential Office-Based Opiate
Treatment Facility (“OBOT”). The OBOT is located adjacent to Myrtle’s alcohol and drug treatment facility in
Oneida, Tennessee and complements the existing residential rehabilitation and detoxification services offered at Myrtle.
Myrtle
has been granted two licenses from the Tennessee Department of Mental Health and Substance Abuse Services, effective August 1, 2024,
for 12 months. The first license authorizes the provision of services for alcohol and drug residential detoxification treatment, as well
as alcohol and drug residential rehabilitation treatment. The second license authorizes the provision of services for non-residential
office-based opiate treatment.
On
April 11, 2023, Myrtle sold shares of its common stock equivalent to a 1.961% ownership stake in Myrtle for a de minimis value to an
unaffiliated individual licensed as a physician in Tennessee. The shares have certain transfer restrictions, including the right of the
subsidiary to transfer the shares to another physician licensed in Tennessee for de minimis value. The shares were sold to the individual
for Tennessee healthcare regulatory reasons.
Acquisition
of RCHI and Its Subsidiary SCCH Under the Second Stock Exchange Agreement with RHI, as Amended and Restated
Acquisition
of RCHI and Its Subsidiary SCCH Under the Second Stock Exchange Agreement with RHI, as Amended and Restated The
second agreement with RHI, also dated June 10, 2024, (the “RCHI Agreement”) provided for the RJORHI to exchange all of
the outstanding shares of its subsidiary RCHI, including RCHI’sSCCH, wholly-owned subsidiary Scott County Community Hospital, Inc. (“SCCH”),
for 20,000 shares of the Company’s to be authorized Series A Cumulative Convertible Redeemable Preferred Stock (the “Series
A Preferred Stock”). Closing of the RCHI Agreement was subject to a number of conditions.Stock. On September 10, 2024, the parties
to the RCHI Agreement entered into an Amended and Restated Securities Exchange Agreement (the
“Amendment”) which revised
the consideration payable to RHI from shares of Series A Preferred Stock to $100. In addition,
RCHI issued to the RHI a senior secured
note in the principal amount of $22.0 million the “RCHI Note”) (subject to
adjustment). The RCHI Note maturedhad ona maturity date of September 10, 2026 and accrued
interest on any outstanding principal amount at the
rate of 8% per annum for the first six months, increasing to 12% per annum thereafter.
After maturity, interest accrued at a rate of
20% per annum. The RCHI Note required principal repayments equal to 10% of the free cash
flow (net cash from operations less capital
expenditures) from RCHI and SCCH.
The
RCHI Note was guaranteed by the Company and SCCH, pursuant to the terms of a Guaranty Agreement (the “Guaranty”).
The RCHI Note was also secured by the assets of RCHI and Scott County pursuant to a Security and Pledge Agreement (the “RCHI
Pledge Agreement”) and by the “Collateral” owned by the Company as provided in the Security and Pledge Agreement
with FOXO (the “FOXO Pledge Agreement”). The Amendment also provided that RHI may at any time request that the Company
seek approval of its shareholders of the issuance of its Class A Common Stock upon conversion in full of the shares of the Company’s
Series A Preferred Stock issuable upon exchange of the RCHI Note. At any time after receipt of such approval, RHI had the option to exchange,
in whole or in part, the RCHI Note for shares of the Company’s Series A Preferred Stock. Upon any such exchange, RHI would receive
the equivalent of $1.00 stated value of the Company’s Series A Preferred Stock for each $1.00 of the aggregate of principal and
accrued and unpaid interest, liquidated damages and/or redemption proceeds (or any other amounts owing under the RCHI Note) being exchanged.
On December 5, 2024, the Company and RCHI entered into an Exchange Agreement (the “Exchange Agreement”) with RHI.
Pursuant to the Exchange Agreement, $21.0 million of the principal balance of the RCHI Note was exchanged for 21,000 shares of the Company’s
Series A Preferred Stock with a stated value of $21.0 million. Upon the closing of the Exchange Agreement, RCHI executed a senior secured
promissory note payable to RHI (the “New RCHI Note”) in the principal amount of $1.0 million, with similar terms to
the RCHI
Note. Note.At December 31, 2025, the New RCHI Note is in default and the Company is in discussions with RHI about extending the maturity date
of the note.
Pursuant to the RCHI SEA, in the event that the Company, at any time after June 10, 2024, the date specified in the RCHI SEA, and during the twelve months thereafter, entered into any agreement or settlement agreement with any pre-existing holder of debt or other liability owed by the Company above $5.0 million (cumulative) then the consideration payable shall increase on a dollar for dollar basis for the aggregate settlement amount above $5.0 million. As of the September 10, 2024 acquisition date, the full scope of the Company’s obligations to pre-existing debt holders or other creditors was not determinable, as negotiations with creditors and debt holders remained open and unresolved. As of September 10, 2025, which was one year from the date of the RCHI acquisition, the Company had fully settled approximately $6.0 million of cumulative debts and other liabilities above $5.0 million. Accordingly, during the year ended December 31, 2025, the Company issued a $1.0 million note payable to RHI (the “Additional RCHI Note”) and the Company issued to RHI 5,000 shares of its Series A Preferred Stock with a stated value of $5.0 million. The additional consideration owed of $6.0 million was recorded as additional goodwill. In addition, the Company has agreed to extend the period for settlement of qualifying debt and other liabilities that are not yet settled or quantified through June 30, 2026. In the fourth quarter of 2025, the Company settled an additional $0.1 million of qualifying debt and other liabilities. Since this settlement was made after the end of the one-year measurement period of September 10, 2025, but prior to the end of the extension period of June 30, 2026, the Company recorded the additional amount as an expense in the consolidated statement of operations and a related party loan to RHI in the consolidated balance sheet at December 31, 2025. The Company cannot estimate the settlement amount of additional liabilities that existed at June 10, 2024 and that may be settled through the extension period of June 20, 2026 because of ongoing negotiations that remain unresolved. Any additional amount will be recorded as an additional expense in the consolidated statement of operations and as an additional liability to RHI.
FOXO
acquired Myrtle and RCHI as synergistic opportunities to expand its operations into the healthcare sector and as a complement to its
epigenetic biomarkers of human health, wellness and aging.
TerminationAcquisition
of Employment,Vector SettlementUnder andStock Mutual ReleasePurchase Agreement
On September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders (each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the Company (“FAC”), (the “Vector Acquisition”). Pursuant to the SPA, upon closing on September 19, 2025, the Sellers exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured Preferred Stock (the “Series E Preferred Stock”) with a stated value of $25.00 per share, or a total stated value of $1,500,000, (iii) 386,847,195 three year warrants to purchase shares of the Company’s Class A Common Stock with an exercise price of $0.00517 per share (the “Vector Warrants”), which was equal to the closing price of the Company’s Class A Common Stock on the trading day immediately prior to closing, plus 10%, (subject to adjustment) valued at $769,826 and (iv) up to 80,000 shares of Series E Preferred Stock to be issued to the Sellers on or before 120 days after the two-year anniversary of the closing; provided that, such shares will only be issued in the event that the Qualifying Revenue (as defined in the Vector SPA) of the Business (as defined in the Vector SPA) during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further, that in the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount equal to one share for each $25.00 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change of Control (as defined in the Vector SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the up to 80,000 shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. Pursuant to the Vector SPA, the Sellers have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market value as determined by a third party and subject to a floor. As of December 31, 2025, the Company has recorded $500,000 of additional contingent purchase price consideration, which amount was based on the estimated value of additional shares of Series E Preferred Stock that will be owed pursuant to current projections of Qualifying Revenue.
Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceutical research industries.
Amended Service Agreement and Termination of Employment, Settlement and Mutual Release Agreement
On
July 25, 2024, we entered into an amended Services Agreement with Mark WhiteWhite, our former interim chief executive officer, (the “Services
Agreement”).
On
December 6, 2024, we entered into the Termination Agreement with Kr8 ai Inc., a Nevada corporation controlled my Messrs. White and Ward
(“KR8”),KR8, pursuant to which 3,000 shares of our Series D Preferred Stock (as defined below) (the “KR8 Shares”)
of our Series D Cumulative Convertible Redeemable Preferred Stock (“Series D Preferred Stock”) were issued to KR8
as full and final satisfaction of approximately $3.0 million owed to KR8 and the Master Software and Services Agreement
with KR8 dated
January 12, 2024, as amended (the “MSSA”), was terminated (the “KR8 Termination Agreement”). The
The Series D Preferred Stock have no voting rights and conversion to common stock by KR8 is subject to relevant approvals from NYSE and shareholders.
shareholders. The Termination Agreement closed on December 6, 2024. Effective December 6, 2024, the Company and KR8 entered
into Amendment No. 1 to
the KR8 Termination Agreement, which clarifies that the KR8 Termination Agreement
did not terminate the MSSA but terminated the financial
obligations of the Company under the MSSA.
Myrtle
was granted a license by the Department of Mental Health and Substance Abuse Services of Tennessee to operate an alcohol and drug treatment
facility in Oneida, Tennessee. The facility, which is located at BSF’s campus, commenced operations and began accepting patients
on August 14, 2023. The facility offers alcohol and drug residential detoxification and residential rehabilitation treatment services
for up to 30 patients. On November 1, 2023, Myrtle began accepting patients at its Nonresidential Office-Based Opiate Treatment Facility
(“OBOT”).OBOT. The OBOT is located adjacent to Myrtle’s
alcohol and drug treatment facility in Oneida, Tennessee
and complements the existing residential rehabilitation and detoxification services
offered at Myrtle. On April 11, 2023, Myrtle sold
shares of its common stock equivalent to a 1.961% ownership stake in the subsidiary
for de minimis value to an unaffiliated individual
licensed as a physician in Tennessee. The shares have certain transfer restrictions,
including the right of the subsidiary to transfer
the shares to another physician licensed in Tennessee for de minimis value. The shares
were sold to the individual for Tennessee healthcare
regulatory reasons We
plan to expand the Myrtle business model by acquiring additional operating facilities and by replicating the model in other rural hospital
properties or suitable premises.
We
plan to grow this division by acquisitionexpansion of services at its BSF campus and investment in new operationsacquisitions in targeted areas.
Vector BioSource Inc.
Vector is an information, data and biospecimen sourcing provider serving the biotechnology, clinical research and pharmaceuticals research industries. Vector plans to transform the biospecimen sourcing landscape with an innovative AI-driven platform that it believes will provide researchers’ immediate access to bio-samples, including, whole blood samples, bulk serum collections and toxicology urine specimens. The Company is actively pursuing an acquisition in the sector that, if successful, will deliver an FDA-approved collection and processing capability in the US from which Vector can aggressively grow its business. Vector is also actively seeking international sourcing partners that can provide certain (rare) disease state samples for the research and development sector only. Vector has initiated its first agreement with a partner in India and has been successful in sourcing samples from there as well as from Latin America to satisfy certain orders received.
We plan to grow this division by organic expansion of the current business and acquisition of similar or complementary businesses.
Our epigenetics subsidiary has been serving as a pioneer in the development and integration of epigenetic biomarkers into state-of-the-art underwriting protocols and consumer engagement tools. We are using next-generation technology to transform human health and longevity.
Epigenetic technology has been proven to provide health, lifestyle, and longevity insights that have never before been accessible to humans—from just a single saliva sample. Using saliva-based epigenetic biomarkers, we are eliminating the need for invasive collection, allowing us to provide scientists with advanced epigenetic testing services and bioinformatic tools that support groundbreaking research.
InWe
responsebelieve tothere changing conditions and feedback from the market, includingis growing demand for direct-to-consumer wellness testing and epigenetic
data analysis tools,tools weand are shiftingconcentrating our strategic focus away from selling life insurance products through our MGA Model and concentratingefforts
efforts on: (1) our Bioinformatics Services offering, a suite of bioinformatic tools to help researchers process, analyze, and interpret epigenetic
epigenetic data (see “Bioinformatics Services” below for more information); and (2) research and development in the
fields of health and wellness testing powered by machine learning and artificial intelligence
(including a potential AI platform for
the delivery of health and well-being data-driven insights to individuals, healthcare professionals
and third-party service providers).
To further these goals, we intend to leverage the extensive epigenetic data we have generated in
our clinical trials and the expertise
of our team and continue building strategic alliances with new partners in academia, business,
healthcare and government. We also intend
to frequently evaluate and develop commercialization opportunities for our product and service
offerings and our research findings.
The Board of Directors continues to consider its options for this division of our business. While there is significant opportunity to monetize and grow the epigenetics business the Company cannot pursue these opportunities until it secures required capital. Intangible assets in this division have been impaired to zero as there currently is no timeline for getting a revenue generating product to market. We believe significant value could be achieved by launching an interpretation product in partnership with nutrients providers for people to manage their diet and wellbeing but will also consider joint ventures or the sale of this business if viable.
FOXO
is focused on commercializing scientific discoveries in health and longevity. A pivotal moment in the field of longevity science came
with the discovery that epigenetics could be used to develop measures of health, including biological aging, according to an article
published in the scientific journal, Nature, in 2014. In recent years, we and other scientists have extended these findings to
assess tobacco, alcohol, blood cell composition, and other health measures based on discovered epigenetic biomarkers. To that end, FOXO
is dedicated to research and development in order to provide data-driven insights based on the numerous health measures that can be determined
through this unique dimension of biology and used to foster optimal health and longevity for both individuals and organizations. We believe
there is value in what these biomarkers will be able to provide to the world. Current testing options can be inaccurate, and piecemeal,
and often require obtaining a blood sample. Epigenetic biomarkers may pave the path for a fully comprehensive, at-home, low-cost test
that could, with other existing testing, offer a much easier, more detailed sense of one’s health.
At
the same time, we believe there exists a significant bottleneck in scientific research and product development using epigenetic data.
Due to the complexity of the data, many scientists are unaware of how to properly process such data or take full advantage of the available
tools. With our experience in bringing to market new tools (both software and hardware) and know-how (our Bioinformatics Services and
analytic consulting), we believe we are well-positioned to help reduce barriers in advancing epigenetic research and the development
of epigenetic-based products. Thus, we have chosen strategically to extend our expertise in epigenetic data processing and analysis to
outside parties in an effort to further accelerate new discoveries. This work not only allows us to generate revenue, but also continue
our work in developing improved ways in processing and analyzing this important data.
Historically,
we have had two core product offerings related to the commercialization of epigenetic science: the “Underwriting Report,”
and the “Longevity Report™.” The Underwriting Report, which has been under development and is currently paused until
we increase our cash resources in order to continue additional research and development, is intended to allow us to leverage a single
assay testing process to generate a panel of impairment scores that could be applied by life insurance underwriters to more efficiently
assess clients during the underwriting process and provide a more personalized risk assessment. The Longevity Report, sales of which
have also been paused as we redevelop and re-strategize around this product, was designed as a customer-facing consumer engagement product
that provides actionable insights based on one’s biological age and other epigenetic measures of health and wellness.
Historically,
we were operationalizing a sales and distribution platform focused on recruiting independent life insurance agents to sell life insurance
with longevity-promoting products such as our Longevity Report. We previously marketed and sold life insurance products underwritten
and issued by third-party carriers through distribution relationships (the “MGA Model”). The MGA Model allowed us to appoint
sales agents and producers to sell insurance products for specific carriers and earn commissions on subsequent policy sales. On October
2, 2023, we decided to pause sales of new life insurance products and move existing producers out of the MGA Model hierarchy to further
conserve cash resources and focus resources on FOXO Labs.
Management,
License and Maintenance Fees Under the KR8 Agreement
On
October 29, 2023, we entered into a Letter Agreement with KR8 to develop a Direct-to-Consumer APP (iOS and Android) combining its artificial
intelligence (“AI”) Machine Learning technology to provide a commercial application of our epigenetic biomarker technology
as a subscription consumer engagement platform. Effective January 12, 2024, the Letter Agreement was replaced by the KR8 Agreement. Our
former Interim CEO and our current Interim CFO each are equity owners of the Licensor. Under the KR8 Agreement, the Licensor granted
to us a limited, non-sub licensable, non-transferable perpetual license to use the Licensor’s products to develop, launch and maintain
license applications based upon our epigenetic biomarker technology and software to develop an AI machine learning epigenetic APP to
enhance health, wellness and longevity. The territory of the agreement is solely within the U.S., Canada and Mexico.
Healthcare
generates revenues from hospital and ancillary services as well as substance abuse treatments, including inpatient and outpatient services.
Life Science Services generates revenues from sales of biological materials, such as blood and urine
to the pharmaceutical and biotechnology research sectors. Labs currently recognizes revenuerevenues from providing epigenetic testing services and collecting a royalty from Illumina,
Inc. related to
the sales of the Infinium Mouse Methylation Array. Life primarily had residual commission revenues from its legacy insurance agency business.
Research
and Development
What changed in the latest 10-Q
Risk Factors
New heading “We effected a 1-for-3,000 reverse stock split of our Class A Common Stock in June 2026, our third reverse stock split since April 2025, and the market price of our Class A Common Stock may continue to decline.”
New heading “We have significant and increasing indebtedness, including senior unsecured notes that restrict our ability to incur senior debt, and our substantial debt-service and liquidity obligations raise substantial doubt about our ability to continue as a going concern.”
New heading “Our Strategic Technology License Agreement with our founder may limit the value we realize from our epigenetics intellectual property and could result in the loss of control of our FOXO Labs subsidiary.”
New heading “We may be unable to complete our proposed acquisition of blood collection center assets from Grifols, or to realize its anticipated benefits, and the acquisition would require capital we do not currently have.”
New heading “The issuance of shares upon conversion of our outstanding convertible securities, together with our recently increased authorized share capital, may result in substantial dilution to our stockholders.”
New heading “We are controlled by Rennova Health, Inc., which is controlled by our Chief Executive Officer, and its interests may conflict with those of our other stockholders.”
Removed heading “FINRA has denied our application to process a proposed reverse stock split, and the exhaustion of our FINRA-level appeal has created a material impediment to our ability to raise capital.”
Removed heading “Our former Chief Financial Officer resigned during the first quarter citing concerns about our internal control environment, which may increase investor and regulatory scrutiny of our financial reporting.”
Largest changes
“Our total debt has increased substantially, and many of our promissory notes are in default and accruing default interest and penalties. In May 2026, we exchanged all of the shares of our Series A Preferred Stock held by two institutional investors for senior unsecured, non-convertible promissory notes in the aggregate principal amount of approximately $7.8 million, which mature on the earlier of May 12, 2027 or an event of default. …”see in full comparison
“We have significant and increasing indebtedness, including senior unsecured notes that restrict our ability to incur senior debt, and our substantial debt-service and liquidity obligations raise substantial doubt about our ability to continue as a going concern.”see in full comparison
“We effected a 1-for-3,000 reverse stock split of our Class A Common Stock in June 2026, our third reverse stock split since April 2025, and the market price of our Class A Common Stock may continue to decline.”see in full comparison
“We may be unable to complete our proposed acquisition of blood collection center assets from Grifols, or to realize its anticipated benefits, and the acquisition would require capital we do not currently have.”see in full comparison
“Our former Chief Financial Officer resigned during the first quarter citing concerns about our internal control environment, which may increase investor and regulatory scrutiny of our financial reporting.”see in full comparison
“Our Strategic Technology License Agreement with our founder may limit the value we realize from our epigenetics intellectual property and could result in the loss of control of our FOXO Labs subsidiary.”see in full comparison
Full comparison: every changed paragraph (20)
We effected a 1-for-3,000 reverse stock split of our Class A Common Stock in June 2026, our third reverse stock split since April 2025, and the market price of our Class A Common Stock may continue to decline.
On June 30, 2026, we effected a 1-for-3,000 reverse stock split of our Class A Common Stock, following a 1-for-10 reverse stock split effected in April 2025 and a 1-for-1.99 reverse stock split effected in July 2025. There can be no assurance that the market price of our Class A Common Stock will increase in proportion to the reduction in the number of outstanding shares, that any increase in the per-share price will be sustained, or that the reverse stock split will improve the liquidity of, or investor interest in, our Class A Common Stock. Our Class A Common Stock trades on the OTC market, which generally involves limited trading volume and greater price volatility than a national securities exchange. The need for repeated reverse stock splits reflects sustained downward pressure on our stock price, and we may be required to effect additional reverse stock splits in the future. A low or declining stock price, together with the substantial number of shares issuable upon conversion of our outstanding convertible securities, could further impair our ability to raise capital and could adversely affect the value of an investment in our Class A Common Stock.
We have significant and increasing indebtedness, including senior unsecured notes that restrict our ability to incur senior debt, and our substantial debt-service and liquidity obligations raise substantial doubt about our ability to continue as a going concern.
Our total debt has increased substantially, and many of our promissory notes are in default and accruing default interest and penalties. In May 2026, we exchanged all of the shares of our Series A Preferred Stock held by two institutional investors for senior unsecured, non-convertible promissory notes in the aggregate principal amount of approximately $7.8 million, which mature on the earlier of May 12, 2027 or an event of default. Under the terms of these senior notes, we have agreed not to incur any other indebtedness that is senior in preference to the notes while they remain outstanding, and we are required to repay the notes upon completion of a public offering or an up-listing to a recognized stock exchange. These restrictions may limit our ability to obtain additional senior financing on favorable terms, or at all, at a time when we require additional capital to fund our operations. Our cash on hand, our working capital deficit, our history of operating losses, our defaults under existing obligations, and our dependence on external financing and related-party funding raise substantial doubt about our ability to continue as a going concern.
Our Strategic Technology License Agreement with our founder may limit the value we realize from our epigenetics intellectual property and could result in the loss of control of our FOXO Labs subsidiary.
In May 2026, we and our subsidiary FOXO Labs entered into a Strategic Technology License Agreement (the “STLA”) with our founder, Jon R. Sabes, and LongevityFP Technologies, LLC, an entity controlled by Mr. Sabes. The STLA grants LongevityFP Technologies an exclusive, worldwide license to commercialize our epigenetics intellectual property portfolio in exchange for a royalty of 3% of net revenues, subject to an aggregate cap of $1,300,000. As a result, our ability to independently commercialize, and the economic upside we may realize from, our epigenetics intellectual property is significantly limited. The STLA also grants LongevityFP Technologies an exclusive, irrevocable ten-year option to acquire majority ownership of FOXO Labs, the exercise of which would result in our loss of control of that subsidiary. Because the STLA was entered into with our founder and an entity he controls, it presents actual or potential conflicts of interest, and its terms may be less favorable to us than those we could have obtained from another party.
We may be unable to complete our proposed acquisition of blood collection center assets from Grifols, or to realize its anticipated benefits, and the acquisition would require capital we do not currently have.
In July 2026, our subsidiary Vector entered into an asset purchase agreement to acquire assets associated with four U.S.-based blood collection centers for aggregate cash consideration of $3,500,000 payable at closing, plus a contingent earn-out of up to $1,000,000. Consummation of the acquisition is subject to a number of closing conditions that are outside our control, including our obtaining a new and separate FDA license, a new and separate CLIA certification in Tennessee, and a waste-management permit from the applicable Miami authority, as well as the receipt of specified consents. We do not currently have sufficient capital to fund the cash consideration, and we will need to secure additional financing to complete the acquisition. There can be no assurance that these conditions will be satisfied, that the necessary financing will be available on acceptable terms or at all, or that the acquisition will close within the timeframe we anticipate or at all. Either party may terminate the agreement if the closing has not occurred within nine months of signing. Even if completed, we may be unable to integrate the acquired operations successfully or to achieve the anticipated benefits, including the EBITDA levels required for the earn-out.
The issuance of shares upon conversion of our outstanding convertible securities, together with our recently increased authorized share capital, may result in substantial dilution to our stockholders.
We have a substantial number of shares of Class A Common Stock issuable upon conversion of our outstanding convertible preferred stock and convertible notes, many of which are convertible at variable or reduced conversion prices as a result of down-round and anti-dilution provisions. In 2026, we increased our authorized capital to 25,020,000,000 shares, consisting of 25,000,000,000 shares of Class A Common Stock and 20,000,000 shares of preferred stock. The conversion of these securities, the triggering of additional down-round adjustments, and the issuance of additional shares to fund our operations may result in substantial dilution to existing holders of our Class A Common Stock and may place additional downward pressure on the market price of our Class A Common Stock.
We are controlled by Rennova Health, Inc., which is controlled by our Chief Executive Officer, and its interests may conflict with those of our other stockholders.
Rennova Health, Inc. (“RHI”), which is controlled by our Chief Executive Officer, holds a substantial majority of our voting power (approximately 99.12% of our voting rights as of the August 13, 2026 record date for our most recent stockholder action) and is able to control the outcome of matters submitted to our stockholders, including the election of directors, amendments to our organizational documents, and the approval of significant corporate transactions, in each case without the approval of our other stockholders. In addition, we are party to numerous financing, note, lease, and other arrangements with RHI and its affiliates. The interests of RHI may differ from, or conflict with, the interests of our other stockholders, and this concentration of control and related-party dependence may limit the ability of our other stockholders to influence corporate matters and could adversely affect the market price of our Class A Common Stock.
FINRA has denied our application to process
a proposed reverse stock split, and the exhaustion of our FINRA-level appeal has created a material impediment to our ability to raise
capital.
On September 2, 2025, RHI, a shareholder representing
a majority of the voting control of the Company, approved a proposal to amend our Certificate of Incorporation to effect a reverse stock
split of our issued and outstanding 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) with the exact ratio within such range to be determined at the sole discretion of the Company’s Board of Directors,
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 has filed an Information Statement on Schedule 14C with the SEC with respect to the matters approved
by the Majority Stockholder and has mailed the definitive Information Statement on Schedule 14C to its stockholders of record as of the
record date.
On September 25, 2025, the Company submitted a Company-Related
Notification to FINRA’s Department of Market Operations in connection with a proposed reverse stock split. On March 6, 2026, the
Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining that the Company’s corporate action submission
would not be processed.
The Department’s determination was based, in
part, on a pending SEC civil action against the managing partner of an institutional investor that holds shares of the Company’s
Series A Preferred Stock, as well as the Department’s view that, upon conversion of such preferred stock, the investor could own
approximately 95% of the Company’s outstanding common stock, without giving effect to the beneficial ownership limitations contained
in the terms of such securities.
The Company disagreed with the Department’s determination
and, on March 12, 2026, filed a Notice of Appeal. On April 30, 2026, a subcommittee of FINRA’s Uniform Practice Code Committee (the “UPCC
Subcommittee”) issued its final determination affirming the Department’s denial.
As a result of the UPCC Subcommittee’s
final determination, the Company is currently unable to complete the proposed reverse stock split unless it resolves the underlying
basis for the denial. The inability to complete the reverse stock split may limit the Company’s ability to access capital,
including under its existing $5.0 million equity line of credit under the Strata Purchase Agreement, which could materially
adversely affect the Company’s liquidity and its ability to execute its business plan. The Company is currently evaluating its
options with respect to the UPCC Subcommittee’s determination, but there can be no assurance that the Company will be able to
resolve the underlying basis for the denial or otherwise complete a reverse stock split. On May 12, 2026, the Company entered into
exchange agreements with the institutional investors whose Series A Preferred Stock holdings were referenced in the
Department’s determination, pursuant to which such investors exchanged their shares of Series A Preferred Stock for senior
unsecured non-convertible promissory notes, as more fully described in Note 16 to the accompanying unaudited condensed consolidated
financial statements. The Company plans to submit a new Company-Related Notification to FINRA’s Department of Market
Operations in connection with a new, proposed reverse stock split.
Our former Chief Financial Officer resigned
during the first quarter citing concerns about our internal control environment, which may increase investor and regulatory scrutiny of
our financial reporting.
On March 18, 2026, Sylwia Nowak Hauman resigned as
our Chief Financial Officer. Ms. Hauman’s resignation letter cited concerns regarding the Company’s internal control environment, financial
reporting processes, and the resourcing of the finance and accounting team. The Company respectfully disagrees with the characterizations
in Ms. Hauman’s resignation letter and believes the Company’s internal controls, reporting processes and staffing are adequate and have
been significantly improved under current management. On March 24, 2026, the Company appointed Celene Laurene Rattray Grant (age 44) as
Chief Financial Officer. Notwithstanding Ms. Grant’s appointment, the concerns cited by the prior CFO may subject us to increased scrutiny
by investors, regulators, or our auditors and could affect confidence in our financial reporting. The continued existence of material
weaknesses in our internal controls, as disclosed in our 2025 Annual Report and as of March 31, 2026, means that our financial statements
may contain material misstatements that are not detected on a timely basis.
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 and 2025”
New heading “Adjusted EBITDA”
New heading “Series A Preferred Stock Restructuring with Institutional Investors”
Removed heading “Life Science Services”
Removed heading “Strata Purchase Agreement, As Amended”
Removed heading “Life Science Services”
Largest changes
“Interest Expense. Interest expense was $2.3 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. The increase was due to the increase in notes payable and interest on Medicare cost report settlements during the six months ending June 30, 2026 compared to the 2025 period and $0.9 million of default penalties and default interest that was incurred in the six months ended June 30, 2026 compared to default penalties and default interest of $0.3 million that was incurred in the 2025 period. …”see in full comparison
In January 2025, we exchanged all outstanding Senior PIK Notes (including all accrued and unpaid interest) (which total value was $5.4 million on the date of the exchange) into 3,457.5 shares of our Series B Preferred Stock with a total stated value of $3.5 million. As a result of the exchange, during the six months ended June 30, 2025, the Company recorded a gain from extinguishment of the Senior PIK Notes of $1.9 million, Atsee in full comparisonMarchJune31,30, 2026,$2.5$2.4 million of the outstanding principal balance and associated one-time accrued interest of third-party promissory notesnotes(excluding the Western Note, which was purchased by a third party that failed to make further payments to Western Healthcare LLC andandit is probable that no further conversions of the principal balance into shares of our Class A Common Stock will take place) were convertibleconvertibleinto19.78.8billionmillion shares of our Class A Common Stock per the conversion terms of the notes.One other promissory note outstanding at March 31, 2026, was convertible but only in the event of an event of default as that term is defined in the applicable agreement.Each of these notes is more fully discussed intheNote 9 to the accompanying unaudited condensed consolidated financial statements.
“Series A Preferred Stock Restructuring with Institutional Investors”see in full comparison
Interest Expense. Interest expense wassee in full comparison$1.0$1.3 million for the three months endedMarchJune31,30, 2026 compared to$0.9$1.0 million for the three monthsmonthsendedMarchJune31,30, 2025. The increase was due to the increase inloans andnotes payable and interest on Medicare cost report settlements during the three months endingMarchJune31,30, 2026 compared to the 2025 period and $0.4 million of payment default penalties and default interest that was incurred in the three months endedMarchJune31,30,2026.2026 compared to $0.3 million in the three months ended June 30, 2025. Partially offsetting the increase in the three months endedMarchJune31,30, 2026 wasa$0.2reductionmillion ofinterest expense on the Senior PIK Notes that were exchanged for the Company’s Series B Preferred Stock in January 2025 andinterest on the right-of-use operating lease obligations that is included in selling, general and administrative expenses in the 2026 period.
“During the fourth quarter of 2023, we entered into the Strata Purchase Agreement with ClearThink, as supplemented by that certain Supplement to Strata Purchase Agreement, dated as of October 13, 2023, by and between us and ClearThink. On August 13, 2024, we entered into Amendment No. 1 to the Strata Purchase Agreement pursuant to which the commitment amount was increased from $2.0 million to $5.0 million. …”see in full comparison
“Other Non-Operating Expenses, Net. Other non-operating expenses, net was $1.1 million for the six months ended June 30, 2026 compared to other non-operating expenses, net of $0.2 million for the six months ended June 30, 2025. The other non-operating expenses, net for the six months ended June 30, 2026 resulted primarily from a $0.8 million 2023 pre-RCHI acquisition Medicare cost report settlement, $0.4 million of penalties and interest for nonpayment of payroll taxes and $0.1 million of RCHI additional purchase price, partially offset by $0.1 million of hospital cafeteria income. …”see in full comparison
Full comparison: every changed paragraph (98)
As
of MarchJune 31,30, 2026, FOXO owns and operates four principal subsidiaries.
On April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the implementation of a 1-for-10 reverse stock split, such that every 10 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of Class A Common Stock, the First Reverse Stock Split. On July 17, 2025, the Company’s board of directors (pursuant to previously-obtained shareholder approval) approved the implementation of a 1-for-1.99 reverse stock split, such that every 1.99 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of the Company’s Class A Common Stock, the Second Reverse Stock Split. On June 30, 2026, the Company’s board of directors (pursuant to previously obtained shareholder approval) approved the implementation of a 1-for-3,000 reverse stock split, such that every 3,000 shares of the Company’s Class A Common Stock will be combined into one issued and outstanding share of the Company’s Class A Common Stock, the Third Reverse Stock Split. The reverse stock splits did not result in a change in the $0.0001 par value per share of the Company’s Class A Common Stock.
The First Reverse Stock Split was effective on April 28, 2025. The Second Reverse Stock Split was effective on July 27, 2025. The Third Reverse Stock Split was effective on June 30, 2026.
On
April 17, 2025, the Company’s board of directors (pursuant to a previously-obtained shareholder approval) approved the First Reverse
Stock Split. The First Reverse Stock Split was effective at 4:01 p.m., Eastern Time, on April 28, 2025. Trading reopened on April 29,
2025, which is when the Company’s Class A Common Stock began trading on a post reverse stock split basis.
On
July 17, 2025, the Company’s board of directors (pursuant to previously obtained shareholder approval) approved the Second Reverse
Stock Split and together with the First Reverse Stock Split. The Second Reverse Stock Split was effective at 4:01 p.m., Eastern Time,
on July 27, 2025. Trading reopened on July 28, 2025, which is when the Company’s Class A Common Stock began trading on a post reverse
stock split basis.
On
September 2, 2025, RHI, a shareholder representing a majority of the voting control of the Company, approved a proposal to amend our
Certificate of Incorporation to effect a reverse stock split of our issued and outstanding 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) with the exact ratio within such range to be determined at
the sole discretion of the Company’s Board of Directors, 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 has filed an Information
Statement on Schedule 14C with the SEC with respect to the matters approved by the Majority Stockholder and has mailed the definitive
Information Statement on Schedule 14C to its stockholders of record as of the record date.
On
September 25, 2025, the Company submitted a Company-Related Notification to FINRA’s Department of Market Operations in connection
with a proposed reverse stock split. On March 6, 2026, the Department issued a deficiency notice pursuant to FINRA Rule 6490(d)(3), determining
that the Company’s corporate action submission would not be processed.
The
Department’s determination was based, in part, on a pending SEC civil action against the managing partner of an institutional investor
that holds shares of the Company’s Series A Preferred Stock, as well as the Department’s view that, upon conversion of such
preferred stock, the investor could own approximately 95% of the Company’s outstanding common stock, without giving effect to the
beneficial ownership limitations contained in the terms of such securities.
The
Company disagreed with the Department’s determination and, on March 12, 2026, filed a Notice of Appeal. On April 30, 2026, a subcommittee
of FINRA’s Uniform Practice Code Committee (the “UPCC Subcommittee”) issued its final determination affirming the Department’s
denial.
As
a result of the UPCC Subcommittee’s final determination, the Company is currently unable to complete the proposed reverse
stock split unless it resolves the underlying basis for the denial. The inability to complete the reverse stock split may limit the
Company’s ability to access capital, including under its existing $5.0 million equity line of credit under the Strata Purchase
Agreement, which could materially adversely affect the Company’s liquidity and its ability to execute its business plan. The
Company is currently evaluating its options with respect to the UPCC Subcommittee’s determination, but there can be no
assurance that the Company will otherwise be able to complete a reverse stock split.
On
May 12, 2026, the Company entered into exchange agreements with the two institutional investors whose Series A Preferred Stock
holdings were referenced in the Department’s determination, pursuant to which such investors exchanged their shares of Series
A Preferred Stock for senior unsecured non-convertible promissory notes, as more fully described in Note 16 to the accompanying
unaudited condensed consolidated financial statements. The Company plans to submit a new Company-Related Notification to
FINRA’s Department of Market Operations in connection with a new, proposed reverse stock split.
On
September 9, 2025, the Company entered into the Stock Purchase Agreement with Vector, (the “Vector SPA”), between the stockholders
(each, a “Seller,” or, together, the “Sellers”) owning all of the issued and outstanding equity securities of
Vector (the “Purchased Shares”) and FOXO Acquisition Corporation, a Florida corporation and wholly-owned subsidiary of the
Company (“FAC”), (the “Vector Acquisition”). Pursuant to the SPA, upon closing on September 19, 2025, the Sellers
exchanged the Purchased Shares for (i) $500,000 in cash, (ii) 60,000 shares of the Company’s Series E Cumulative Redeemable Secured
Preferred Stock (the “Series E Preferred Stock”) with a stated value of $25.00 per share, or a total stated value of $1,500,000,
(iii) 386,847,195128,950 three year warrants to purchase shares of the Company’s Class A Common Stock with an exercise price of $0.00517$15.51 per
per share (the “Vector Warrants”), which was equal to the closing price of the Company’s Class A Common Stock on the trading
trading day immediately prior to closing, plus 10%, (subject to adjustment) valued at $769,826 and (iv) up to 80,000 shares of Series
E Preferred
Stock to be issued to the Sellers on or before 120 days after the two-year anniversary of the closing; provided that, such
shares will
only be issued in the event that the Qualifying Revenue (as defined in the Vector SPA) of the Business (as defined in the
Vector SPA)
during the 12-month period between the first and second anniversary of the closing are at least $4,000,000; provided, further,
that in
the event that less than $4,000,000 of Qualifying Revenues are actually collected by Vector on or before 90 days after the second anniversary
anniversary of the closing, the number of shares of Series E Preferred Stock to be issued to the Sellers will be reduced by an amount
equal to one
share for each $25.00 of Qualifying Revenues less than $4,000,000 collected by such date; and, provided, further, if a Change
of Control
(as defined in the Vector SPA) of the Company occurs prior to the two-year anniversary of the closing, all of the up to 80,000 shares
shares of Series E Preferred Stock will be issued to the Sellers as of the date of such Change of Control. Pursuant to the Vector SPA,
the Sellers
have the right, but not obligation, to repurchase the Purchased Shares under certain limited circumstances at fair market
value as determined
by a third party and subject to a floor. As of MarchJune 31,30, 2026, the Company has recorded $500,000 of additional contingent
purchase price
consideration, which amount was based on the estimated value of additional shares of Series E Preferred Stock that will
be owed pursuant
to current projections of Qualifying Revenue.
On May 27, 2026, the Company, together with its wholly-owned subsidiary, FOXO Labs, entered into a Strategic Technology License Agreement (the “STLA”) with Jon R. Sabes, the Company’s founder, and LongevityFP Technologies, LLC, a Minnesota limited liability company controlled by Mr. Sabes (“LongevityFP Technologies”).
The material terms of the STLA are as follows: (i) License. The Company and FOXO Labs granted LongevityFP Technologies an exclusive, worldwide license to commercialize the Company’s Epigenetics intellectual property portfolio, including two issued U.S. patents (U.S. Patent Nos. 11,795,495 and 11,817,214), a 13,000+ individual epigenetic dataset, proprietary machine learning models and algorithms, and related work product and arrangements (collectively, the “Licensed IP”); (ii) Royalty. LongevityFP Technologies will pay the Company a royalty equal to 3% of net revenues derived from commercialization of the Licensed IP, subject to an aggregate cap of $1,300,000; (iii) Acquisition Option. LongevityFP Technologies received an exclusive, irrevocable ten-year option to acquire majority ownership of FOXO Labs. Upon a “Track A” exercise, LongevityFP Technologies acquires 100% of FOXO Labs and issues the Company a preferred membership interest representing 40% of LongevityFP Technologies’s fully diluted common equity. Upon a “Track B” exercise, FOXO Labs issues LongevityFP Technologies 60% of FOXO Labs’s fully diluted equity, with the Company retaining 40%; (iv) IP Retention. The Company retains ownership of FOXO Labs and the Licensed IP throughout the license period.
The
Board of Directors continues to consider its options for this division of our business. While there is significant opportunity to monetize
and grow the epigenetics business the Company cannot pursue these opportunities until it secures required capital. Intangible assets
in this division have been impaired to zero as there currently is no timeline for getting a revenue generating product to market. We
believe significant value could be achieved by launching an interpretation product in partnership with nutrients providers for people
to manage their diet and wellbeing but will also consider joint ventures or the sale of this business if viable.
Three
Months Ended MarchJune 31,30, 2026 and 2025
NM - Not Meaningful
Net
Revenues. Net revenues were $5.2$4.7 million for the three months ended MarchJune 31,30, 2026, compared to $3.2$5.2 million for the three months
months ended MarchJune 31,30, 2025, ana increasedecrease of $2.0$0.5 million. Myrtle contributed approximately $0.1 million of the increase, RCHI
contributed approximately $1.5 million of the increase and Vector, acquired on September 19, 2025, contributed approximately $0.4
million of the increase. We attribute the increasedecrease in RCHI’s net revenues primarilyfor the three months ended June 30, 2026 to
RCHI recording $0.6 million of net revenues from the State of Tennessee’s Hospital Improvement Plan (“THIP”) during
the three months ended June 30, 2026 compared to $2.5 million of net revenues from the THIP recorded in the three months ended June 30,
2025. The THIP is designed to increase revenues for hospitals serving TennCare patients. Excluding the impact of the THIP revenues, RCHI’s
net revenues increased by $1.1 million in the three months ended June 30, 2026 compared to the 2025 period due to increased volume, including
an increase in swing-bed patient services. A
“swing-bed” is a change in reimbursement status, as the billing status “swings”
from billing for acute care
services to billing for post-acute skilled nursing services, despite the fact that the patient stays in the
same physical location. Partially offsetting the decrease in net revenues was an increase in Myrtle’s net revenues of $0.1 million
location.due to increased patient days and Vector’s net revenues of $0.2 million. Vector was acquired on September 19, 2025.
Direct
Costs of Revenues. Direct costs of revenues were $2.5$2.4 million for the three months ended MarchJune 31,30, 2026, compared to $1.9$2.0 million
of direct costs of revenues for the three months ended MarchJune 31,30, 2025. We attribute the increase to Vector’s direct costs of revenues
of $0.2 million. Vector was acquired on September 19, 2025. In addition, Myrtle’s direct costs of revenues increased by $0.1$52,000 millionand
and RCHI’s increased by $0.3$260,000. million.In addition, Vector, acquired on September 19, 2025, contributed $0.1 million of the increase. As
a percentage of net revenues, direct costs of revenues were 49%51% and 60%38% for the three
months ended MarchJune 31,30, 2026 and 2025, respectively.
Research
and Development. Research and development expenses remainedwere constant at $35,550$23,700 and $30,000$40,183 for the three months ended March
31,June 30, 2026 and 2025,
respectively. respectively.We incurred less compensation costs in the 2026 period.
Management
Contingent Share Plan. Management Contingent Share Plan expenseforfeiture for the three months ended MarchJune 31,30, 20252026 of $9.1 million
represents expense
forthe 168forfeiture of unvested shares that were previously granted under the Managementplan Contingentby Sharethe Plan.former Nofounder unvestedof sharesthe wereCompany outstandingin connection with the
duringSTLA. The
expense of $18,878 for the three months ended MarchJune 31,30, 2026.2025 resulted from the partial vesting of a share during the period. As of
June 30, 2026, all shares previously issued under the plan have been forfeited.
Selling,
General and Administrative. Selling, general and administrative expenses were $2.9$2.7 million for the three months ended MarchJune 30,
31, 2026, compared to $2.8$2.6 million for the three months ended MarchJune 31,30, 2025. We attribute the increase primarily to Vector’s
selling, general
and administrative expenses of $0.2$0.3 million and an$0.2 increase in Corporate’s selling, general and
administrative expensesmillion of $0.1operating million,interest on right of use lease obligations, partially offset by a decreasedecreases in ourCorporate expenses and Healthcare segment’s selling, general and
administrative expenses of $0.2 million.wages.
Change
in Fair Value of Warrant Liabilities. The fair value of warrant liabilities increaseddecreased by $0 and $31,594$7,576 in the three months ended
MarchJune 31,30, 2026 and 2025, respectively. Changes in the fair values resultresulted from changes in the quoted prices of the Public Warrants on the
the OTC Pink Marketplace. The warrants have no intrinsic value.
Gain
from Extinguishment of Debt. During the three months ended March 31, 2025, we exchanged $5.4 million of Senior PIK Notes, which
included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9
million.
Loss
from Legal Settlement. We incurred an expense of $18,250 in the three months ended March 31, 2026, related to a legal proceeding.
Interest
Expense. Interest expense was $1.0$1.3 million for the three months ended MarchJune 31,30, 2026 compared to $0.9$1.0 million for the three
months months
ended MarchJune 31,30, 2025. The increase was due to the increase in loans and notes payable and interest on Medicare cost report settlements
during the three months ending MarchJune 31,30, 2026 compared
to the 2025 period and $0.4 million of payment default penalties and default
interest that was incurred in the three months ended MarchJune 31,30, 2026.2026 compared to $0.3 million in the three months ended June 30, 2025.
Partially
offsetting the increase in the three months ended MarchJune 31,30, 2026 was a$0.2 reductionmillion of interest expense on the Senior PIK Notes that were
exchanged for the Company’s Series B Preferred Stock in January 2025 and interest on the right-of-use operating
lease obligations
that is included in selling, general and administrative expenses in the 2026 period.
Gain From Legal Settlement. The gain from legal settlement in the three months ended June 30, 2026 resulted from the reversal of $1.5 million of accrued severance and $0.1 million of accrued legal fees that were no longer owed under the terms of the STLA.
Other
Non-Operating Expenses, Net. Other non-operating expenses, net werewas $0.2$0.9 million for the three months ended MarchJune 31,30, 2026, compared
to other non-operating expenses, net of $0.1 million for the three months ended MarchJune 31,30, 2025. The other non-operating expenses, net infor the
three months ended MarchJune 31,30, 2026
resulted primarily from a $0.8 million 2023 pre-RCHI acquisition Medicare cost report settlement, $0.2 million of penalties and interest
for nonpayment of payroll taxes and
$50,608 $68,706 of RCHI additional purchase price consideration for RCHI, partially offset by $69,811 of hospital cafeteria income. The other non-operating
expenses, net in the three months ended March 31, 2025 resulted primarily from $0.2 million of penalties and interest for nonpayment
of payroll taxes,price, partially offset by $0.1 million of hospital cafeteria
income. income.The other non-operating expenses, net for the three months ended June 30, 2025 resulted primarily from $0.1 million of penalties
and interest for nonpayment of payroll taxes.
Net Income (Loss) Attributable to FOXO. Net income attributable to FOXO was $8.1 million for the three months ended June 30, 2026 compared to a net loss attributable to FOXO of $0.5 million for the three months ended June 30, 2025. Excluding the impact of the forfeiture of the unvested Management Contingent Share Plan shares, we incurred a loss from operations of $0.4 million for the three months ended June 30, 2026 compared to income of $0.6 million for the three months ended June 30, 2025. We attribute the change of $1.0 million primarily to the decrease in net revenues in the 2026 period. Also contributing was an increase in direct costs as a percentage of net revenues in the 2026 period. Excluding the impact of the forfeiture of the unvested Management Contingent Share Plan shares, the net loss attributable to FOXO was $1.0 million in the three months ended June 30, 2026 compared to $0.5 million in the comparable 2025 period as the gain from legal settlement partially offset the impact of the decrease in net revenues and the increases in interest expense and other non-operating expenses, net. We recorded declared dividends on our Series E Preferred Stock and deemed dividends from the anti-dilution provisions of preferred stock totaling $0.1 million in the three months ended June 30, 2026 compared to deemed dividends in the three months ended June 30, 2025 of $0.3 million, which resulted from the issuances of and triggers of the down-round provisions of preferred stock. Including these declared and deemed dividends, the net income (loss) to common stockholders was $8.0 million and ($0.8) million for the three months ended June 30, 2026 and 2025, respectively.
Six Months Ended June 30, 2026 and 2025
NM- Not Meaningful
Net Revenues. Net revenues were $9.9 million for the six months ended June 30, 2026, compared to $8.4 million for the six months ended June 30, 2025. Vector, acquired on September 19, 2025, contributed $0.6 million of the increase, Myrtle contributed approximately $0.3 million of the increase and RCHI contributed approximately $0.6 million of the increase. We attribute the increase in Myrtle’s net revenue to increased patient days. Partially offsetting the increase in RCHI’s net revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 were net revenues of $1.2 million from the THIP in the six months ended June 30, 2026 compared to net revenues of $2.5 million from the THIP in the six months ended June 30 2025. The THIP is designed to increase revenues for hospitals serving TennCare patients. Excluding the THIP revenue, RCHI’s net revenues increased by approximately $1.9 million in the six months ended June 30, 2026 compared to the 2025 period. We attribute the increase in RCHI’s net revenues to increased volume, including an increase in swing-bed patient services. A “swing-bed” is a change in reimbursement status, as the billing status “swings” from billing for acute care services to billing for post-acute skilled nursing services, despite the fact that the patient stays in the same physical location.
Direct Costs of Revenues. Direct costs of revenues were $4.9 million and $3.9 million for six months ended June 30, 2026 and 2025, respectively. Vector, acquired on September 19, 2025, contributed $0.4 million of the increase and RCHI’s increased by $0.6 million. As a percentage of net revenues, direct costs of net revenues were 50% and 46% for the six months ended June 30, 2026 and 2025, respectively.
Research and Development. Research and development expenses were $59,250 and $70,183 for the six months ended June 30, 2026 and 2025, respectively. We incurred less compensation costs in the 2026 period.
Management Contingent Share Plan. Management Contingent Share Plan forfeiture for the six months ended June 30, 2026 of $9.1 million represents the forfeiture of unvested shares under the plan by the former founder of the Company in connection with the STLA. The expense for the six months ended June 30, 2025 resulted from the partial vesting of a share during the period. As of June 30, 2026, all shares previously issued under the plan have been forfeited.
Selling, General and Administrative. Selling, general and administrative expenses were $5.6 million for the six months ended June 30, 2026, compared to $5.4 million for the six months ended June 30, 2025. We attribute the increase to Vector’s selling, general and administrative expenses of $0.5 million and $0.4 million of operating interest on right of use lease obligations, partially offset by a decrease of $0.6 million in Corporate expenses and Healthcare wages.
Change in Fair Value of Warrant Liabilities. The fair value of warrant liabilities decreased by $0 and $39,170 in the six months ended June 30, 2026 and 2025, respectively. Changes in fair values resulted from changes in the quoted prices of the Public Warrants on the OTC Pink Marketplace. The warrants have no intrinsic value.
Gain from Extinguishment of Senior PIK Notes. During the six months ended June 30, 2025, we exchanged $5.4 million of Senior PIK Notes, which included $1.9 million of accrued interest, for $3.5 million of stated value of our Series B Preferred Stock resulting in a gain of $1.9 million.
Interest Expense. Interest expense was $2.3 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. The increase was due to the increase in notes payable and interest on Medicare cost report settlements during the six months ending June 30, 2026 compared to the 2025 period and $0.9 million of default penalties and default interest that was incurred in the six months ended June 30, 2026 compared to default penalties and default interest of $0.3 million that was incurred in the 2025 period. Partially offsetting the increase in the six months ended June 30, 2026 was $0.4 million of interest on the right-of-use operating lease obligations that is included in selling, general and administrative expenses in the 2026 period and interest on the Senior PIK Notes that were exchanged for Series B Preferred Stock in January 2025.
Gain From Legal Settlement, Net. The gain from legal settlement, net in the six months ended June 30, 2026 resulted primarily from the reversal of $1.5 million of accrued severance and $0.1 million of accrued legal fees that were no longer owed under the terms of the STLA.
Other Non-Operating Expenses, Net. Other non-operating expenses, net was $1.1 million for the six months ended June 30, 2026 compared to other non-operating expenses, net of $0.2 million for the six months ended June 30, 2025. The other non-operating expenses, net for the six months ended June 30, 2026 resulted primarily from a $0.8 million 2023 pre-RCHI acquisition Medicare cost report settlement, $0.4 million of penalties and interest for nonpayment of payroll taxes and $0.1 million of RCHI additional purchase price, partially offset by $0.1 million of hospital cafeteria income. The other non-operating expenses, net in the six months ended June 30, 2025 resulted primarily from $0.3 million of penalties and interest for nonpayment of payroll taxes, partially offset by hospital cafeteria income of $0.1 million.
Net
Income (Loss) Attributable to FOXO. Net lossincome attributable to FOXO was $1.5$6.7 million for the threesix months ended MarchJune 31,30, 2026 compared
to a net loss attributable to FOXO of $0.6$1.1 million for the threesix months ended MarchJune 31,30, 2025. TheExcluding the impact of the forfeiture of
the unvested Management Contingent Share Plan shares, we incurred a loss from operations wasof $0.3 million
and $1.5$0.7 million for the threesix months ended March 31, 2026 and 2025, respectively, or a decrease in the loss of $1.2 million due primarilyJune
to the improvement in the operating results of our Healthcare segment. The $0.9 million increase in the net loss attributable to FOXO
in the three months ended March 31,30, 2026 compared to a loss from operations of $1.0 million for the 2025six periodmonths wasended primarilyJune due30, 2025. We attribute the improvement to the
increase $1.9in millionnet gain from extinguishment of
Senior PIK Notesrevenues in the three2026 months ended March 31, 2025.period. Excluding the one-timeimpact gain,of the forfeiture of the unvested Management Contingent Share Plan
shares, the net loss attributable to FOXO improvedwas by
approximately $1.0$2.4 million in the six months ended June 30, 2026 compared to $1.1 million in the comparable
2025 period as a result of the increase in total non-operating expenses in the six months ended June 30, 2026 compared to the 2025 period.
We didrecorded notdeclared incurdividends on our Series E Preferred Stock and deemed dividends infrom the threeanti-dilution provisions of our preferred
stock totaling $0.1 million the six months ended MarchJune 31,30, 2026.2026 Wecompared recorded
to $0.4 million of deemed dividends infrom the threeanti-dilution months ended March 31, 2025 provisions
of $0.2 million fromand the issuances of preferred stock and the triggers of the
down-round down round provisions of the Assumed Warrants.Warrants in the six months ended
June 30, 2025. Including these declared and deemed dividends, the net income (loss) to common stockholders was $1.5$6.6 million
and $0.8 $(1.6)
million for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.
The
following is an analysis of our results by reportable segment for the three and six months ended MarchJune 31,30, 2026 compared to the three
and six months
ended MarchJune 31,30, 2025. The primary earnings/loss measure used for assessing reportable segment performance is segment income/loss
defined defined
as earnings/loss before interest, income taxes, and depreciation and amortization not associated with a specific segment. Segment
income/loss
by reportable segment also excludes corporate and other costs, including management, IT, and overhead costs.
NM – Not Meaningful
Healthcare
Net
Revenues. Net revenues were $4.8$4.5 million and $3.1$5.2 million for the year three months ended MarchJune 31,30, 2026 and 2025, respectively, a
an increasedecrease of $1.6 million. Net revenues of the three month ended March 31, 2026 of $4.8 million include Myrtle’s net revenues
of $0.6 million and RCHI’s net revenues of $4.2$0.7 million. Net revenues for the three months ended MarchJune 31,30, 20252026, of $3.2 million
include Myrtle’s net revenues of $0.6 million
and RCHI’s net revenues of $3.9 million. Net revenues for the three months ended June 30, 2025, include Myrtle’s net revenues
$0.5 million and RCHI’s net revenues of $2.7$4.7 million. We attribute the increasedecrease in RCHI’s net revenues for the three months
primarilyended June 30, 2026 compared to increasedthe swing-bed2025 patientperiod services.to ARCHI “swing-bed”recording is$0.6 amillion changeof innet reimbursementrevenues status, asfrom the billingTHIP compared to $2.5 million
statusof “swings”net revenues from billing for acute care services to billing for post-acute skilled nursing services, despite the fact
thatTHIP the patient staysrecorded in the samethree physicalmonths location.ended June 30, 2025. The THIP is designed to increase revenues for hospitals
serving TennCare patients. Excluding the THIP net revenues, Healthcare’s net revenue increased by $1.2 million.
Segment
Income (Loss). Income. Segment incomeloss was $0.3$0.5 million for the three months ended MarchJune 31,30, 2026, compared to segment lossincome of $0.8$1.3 million
for the three months ended MarchJune 31,30, 2025. We attributableattribute the improvement in the segment income primarilychange to the increasedecrease in net
revenues.THIP revenues as discussed above.
Life
Science Services
Net
Revenues. Net revenues were $0.4$0.2 million for the three months ended MarchJune 31,30, 2026 and represent net revenues from Vector,Vector whichthat
was acquired on September 19, 2025.
Segment
Income.Loss. Segment incomeloss was $0.1$0.2 million for the three months ended MarchJune 31,30, 2026 and represents the incomeloss from Vector.
Labs
Net
revenues.Revenues. Net revenues were $4,386$6,202 and $8,489$7,816 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Net revenues consist
consistof primarilycommissions ofand royalty income.
Segment
Loss. Segment loss increaseddecreased to $32,370$18,725 for the three months ended MarchJune 31,30, 2026 compared to a loss of $23,005$33,443 for the three
months ended MarchJune 31,30, 2025.2025 due to a reduction in compensation-related expenses.
Net Revenues. Net revenues were $9.3 million for the six months ended June 30, 2026 and represent Myrtle’s net revenues of $1.3 million and RCHI’s net revenues of $8.0 million. Net revenues for the six months ended June 30, 2025 of $8.4 million represent Myrtle’s net revenues of $1.0 million and RCHI’s net revenues of $7.4 million. We attribute the increase in RCHI’s net revenues to increased volume and an increase in swing-bed patient services. A “swing-bed” is a change in reimbursement status, as the billing status “swings” from billing for acute care services to billing for post-acute skilled nursing services, despite the fact that the patient stays in the same physical location. Partially offsetting the increase in RCHI’s net revenues for the six months ended June 30, 2026 compared to the 2025 period were net revenues of $1.2 million from the THIP in the six months ended June 30, 2026 compared to net revenues of $2.5 million from the THIP in the six months ended June 30 2025. The THIP is designed to increase revenues for hospitals serving TennCare patients. Excluding the impact of the THIP net revenues, Healthcare’s net revenue increased in the six months ended June 30, 2026 by approximately $2.2 million.
Segment Income. Segment income was $0.2 million for the six months ended June 30, 2026 compared to segment income of $0.4 million for the six months ended June 30, 2025, respectively. We attribute the decrease to the increase in operating expenses, partially offset by an increase in net revenues.
NM = Not meaningful
Net Revenues. Net revenues were $0.6 million for the six months ended June 30, 2026 and represent net revenues from Vector that was acquired on September 19, 2025.
Segment Loss. Segment loss was $0.3 million for the six months ended June 30, 2026 and represents the loss from Vector.
Net Revenues. Net revenues were $14,437 for the six months ended June 30, 2026 compared to $16,305 for the six months ended June 30, 2025. Net revenues consist of commissions and royalty income.
Segment Loss. Segment loss decreased to $47,246 for the six months ended June 30, 2026 from $56,448 for the six months ended June 30, 2025 due primarily to a reduction in compensation-related expenses.
FOXO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding FOXO (13F)
None of the 59 investors we track reported a position in their latest 13F.