Core Viewpoint - FOXO Technologies Inc. has established a new wholly-owned subsidiary, FOXO Acquisition Corporation, aimed at acquiring targets in the healthcare services sector, while also planning to create a new series of non-convertible preferred stock to facilitate these acquisitions [1][2]. Group 1: Company Developments - On June 13, 2025, FOXO formed FOXO Acquisition Corporation in Florida to pursue targeted acquisitions [2]. - The company plans to issue a new series of non-convertible preferred stock, which is expected to be publicly listed and will generate cash and common stock dividends for investors [2]. - CEO Seamus Lagan expressed optimism about the acquisition strategy, emphasizing non-dilutive funding for common stockholders and targeting acquisitions with significant growth potential [3]. Group 2: Leadership Changes - The company announced the passing of Interim Chief Financial Officer Martin Ward on June 9, 2025, and Seamus Lagan has been appointed as the Interim CFO while a search for a permanent replacement is underway [4]. Group 3: Company Overview - FOXO operates three subsidiaries: Rennova Community Health, which runs a critical access hospital in East Tennessee; Myrtle Recovery Centers, a behavioral health facility; and FOXO Labs, a biotechnology company focused on health and lifespan improvement [6][7].

Core Viewpoint - FOXO Technologies Inc. has executed an agreement to issue 1,650 shares of Series A Cumulative Convertible Redeemable Preferred Stock for net proceeds of $1,500,000, indicating a strategic move to enhance its financial position and support growth initiatives [1][2]. Financial Summary - The issuance of Series A Preferred Stock is expected to generate gross proceeds of $1,650,000, with the company agreeing to pay investor costs of $150,000 [2]. - The first closing of this transaction occurred on June 4, 2025, with subsequent closings planned based on the effective date of a registration statement [2]. - In the first quarter of 2025, FOXO reported over $3 million in net revenues and a $4.4 million improvement in stockholders' equity, bringing total stockholders' equity to $9.7 million as of March 31, 2025, compared to a negative $17.5 million as of September 30, 2024 [3]. Company Overview - FOXO Technologies operates three subsidiaries: Rennova Community Health, which runs a critical access hospital in East Tennessee; Myrtle Recovery Centers, a behavioral health facility; and FOXO Labs, a biotechnology company focused on health and lifespan improvement through innovative technology [4][5].

Business Segments - FOXO Technologies Inc. operates in two reportable business segments: Healthcare and Labs and Life, with a focus on behavioral health services and epigenetic diagnostics [205]. - The company finalized the acquisition of Myrtle and RCHI in 2024, expecting these businesses to produce a small cash flow surplus through 2025 [261]. Acquisitions - The company completed the acquisition of Myrtle for $0.5 million, which included a $0.3 million non-interest bearing note payable and 102,363 shares of Class A Common Stock [211]. - The company acquired RCHI and its subsidiary SCCH, with a senior secured note issued for $22.0 million, maturing on September 10, 2026, and accruing interest at rates of 8% to 20% [216][217]. - Myrtle's alcohol and drug treatment facility began operations on August 14, 2023, offering services for up to 30 patients, and expanded to include a Nonresidential Office-Based Opiate Treatment Facility on November 1, 2023 [213][224]. - The company plans to expand Myrtle's business model by acquiring additional facilities and replicating the model in other rural areas [224]. Financial Performance - Net revenues for the three months ended March 31, 2025, were $3.2 million, a significant increase from $7,180 for the same period in 2024, with contributions of $0.5 million from Myrtle and $2.7 million from RCHI [234]. - Direct costs of revenues were $1.9 million for the three months ended March 31, 2025, with no direct costs reported for the same period in 2024, attributed to the acquisitions of Myrtle and RCHI [235]. - Research and development expenses decreased to $30,000 for the three months ended March 31, 2025, from $165,360 in the same period of 2024, reflecting the cessation of ongoing projects [236]. - Selling, general and administrative expenses rose to $2.8 million for the three months ended March 31, 2025, compared to $1.0 million in 2024, primarily due to expenses from the acquired companies [238]. - The net loss attributable to FOXO was $0.6 million for the three months ended March 31, 2025, an improvement from a loss of $1.5 million in 2024, mainly due to a gain from extinguishment of Senior PIK Notes [243]. - The company recorded a gain of $1.9 million from the extinguishment of $5.4 million of Senior PIK Notes during the three months ended March 31, 2025 [240]. - Total revenues for the healthcare segment were $3.2 million for the three months ended March 31, 2025, with a segment loss of $0.8 million [245]. - Labs and Life segment revenues increased by 18.23% to $8,489 for the three months ended March 31, 2025, compared to $7,180 in 2024 [248]. Cash Flow and Capital - As of March 31, 2025, the company had cash and cash equivalents of $16,907, a decrease of $51,361 from $68,268 as of December 31, 2024 [266]. - For the three months ended March 31, 2025, the company incurred a net loss of $1.1 million, an improvement from a net loss of $2.2 million for the same period in 2024 [250]. - The working capital deficit improved to $25.5 million as of March 31, 2025, compared to $29.8 million as of December 31, 2024, reflecting a change of $4.4 million [266]. - Total debt, net of discounts, decreased to $6.0 million as of March 31, 2025, down from $10.2 million as of December 31, 2024, a reduction of $4.2 million [266]. - Net cash used in operating activities for the three months ended March 31, 2025, was $1.3 million, compared to $0.4 million for the same period in 2024, indicating an increase in cash used by $0.9 million [268]. - The company raised $1.3 million from financing activities during the three months ended March 31, 2025, compared to $0.4 million in the same period of 2024 [270]. - The company expects to incur additional losses in future periods and requires additional capital to fund its operations [250]. Revenue Recognition and Accounting - Estimated contractual allowances and implicit price concessions of $17.5 million were recorded as reductions to revenues for the three months ended March 31, 2025 [283]. - After accounting for estimated contractual allowances and implicit price concessions, the healthcare segment recorded net revenues of $3.2 million for the three months ended March 31, 2025 [283]. - The healthcare segment's primary source of operating cash is the collection of outstanding receivables, which is critical to its operating performance [281]. - The performance obligations for inpatient services are generally satisfied over periods averaging approximately 7 to 28 days, while outpatient services are satisfied in less than one day [278]. - The healthcare segment's revenues are based on estimated amounts expected to be received from third-party payers and patients, influenced by Medicare and Medicaid rates [279]. - The company does not present "allowances for doubtful accounts" on its balance sheets; accounts receivable are reported at realizable value, net of estimated contractual allowances [282]. - The company assesses going concern uncertainty quarterly, considering cash and working capital to operate for at least one year from the issuance date of consolidated financial statements [286]. Future Plans and Developments - The company entered into a KR8 Agreement to develop a Direct-to-Consumer APP utilizing AI Machine Learning technology, effective January 12, 2024 [231]. - The company plans to adopt ASU 2023-09 effective January 1, 2025, which requires enhanced annual disclosures for specific categories in income tax disclosures [287].

Core Insights - FOXO Technologies Inc. is expanding its critical access hospital, Big South Fork Medical Center, to include wound care services starting June 2, 2025 [1][3] - The expansion is driven by an increasing demand for wound care, particularly among diabetic patients, with over 38 million diabetes patients in the U.S. and up to 15% experiencing diabetic foot ulcers [2] - The hospital currently serves over 600 emergency room patients and approximately 300 outpatient patients monthly, indicating a strong community presence [3] Company Overview - FOXO operates three subsidiaries, including Rennova Community Health, which manages Big South Fork Medical Center, a critical access hospital in East Tennessee [4] - Myrtle Recovery Centers, another subsidiary, provides behavioral health services, including inpatient detox and outpatient treatment programs [4] - FOXO Labs focuses on biotechnology aimed at improving human health and lifespan through innovative technology and product solutions [5]

WEST PALM BEACH, FLORIDA, May 06, 2025 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (“FOXO” or the “Company”) today announced that its behavioral health subsidiary, Myrtle Recovery Centers, Inc., has reached key patient care milestones. Since operations commenced at its Oneida, Tennessee location in August 2023, the facility has seen over 400 patients and has served patients for over 5,000 care days. Robert Merritt, Chief of Executive Officer of Myrtle stated, “We are excited about reach ...

Core Viewpoint - FOXO Technologies Inc. has completed a 1 for 10 reverse stock split of its outstanding common stock, effective April 28, 2025, with trading resuming on a post-split basis on April 29, 2025 [1][2][3]. Group 1: Reverse Stock Split Details - The reverse stock split consolidates every 10 shares of common stock into one share, maintaining the nominal par value per share at $0.0001 [2]. - The number of shares will decrease from approximately 38.7 million to approximately 3.87 million post-split [3]. - All outstanding preferred shares, stock options, warrants, and equity incentive plans will be adjusted accordingly, with the number of shares divided by 10 and the exercise or conversion price multiplied by 10 [4]. Group 2: Administrative Aspects - Continental Stock Transfer & Trust Company has been retained as the exchange agent for the reverse stock split, providing instructions for stockholders of record [5]. - Stockholders with shares held through brokers will have their positions automatically adjusted without needing to take action [5]. - The reverse split was approved by the Company's directors on April 17, 2025, following a majority shareholder resolution on November 29, 2024 [6]. Group 3: Company Overview - FOXO Technologies Inc. operates three subsidiaries: Rennova Community Health, which owns Scott County Community Hospital, Myrtle Recovery Centers, a behavioral health facility, and Foxo Labs, a biotechnology company focused on health and lifespan improvement [7][8].

Core Viewpoint - FOXO Technologies Inc. has announced a 1 for 10 reverse stock split of its Class A common stock to comply with NYSE American listing requirements, effective April 28, 2025 [1][3]. Group 1: Reverse Stock Split Details - The reverse stock split was approved by stockholders at the Annual Meeting on November 29, 2024, with a ratio ranging from 1 for 5 to 1 for 100 [2]. - Every ten shares of Common Stock will be combined into one share, with no change in the par value of $0.0001 per share [2]. - Fractional shares will be rounded up to the next whole number for stockholders [2]. Group 2: Compliance and Impact - The reverse stock split aims to ensure compliance with NYSE American's requirement for a stock price above $0.10 [3]. - The company does not anticipate any impact on its current or future business operations due to the reverse stock split [3]. Group 3: Adjustments and Procedures - All outstanding stock options, warrants, and equity incentive plans will be proportionately adjusted according to their terms [4]. - Continental Stock Transfer & Trust Company will act as the exchange agent for the reverse stock split, providing instructions for stockholders regarding the exchange process [5]. Group 4: Company Overview - FOXO Technologies Inc. operates three subsidiaries: Rennova Community Health, Inc., Myrtle Recovery Centers, Inc., and Foxo Labs, Inc., focusing on healthcare and biotechnology [6][7].

Core Viewpoint - FOXO Technologies Inc. has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, highlighting significant transitions and acquisitions that position the company for growth in 2025 [1][2][3]. Financial Reporting - The Annual Report includes an audit opinion from an independent registered public accounting firm, which contains an explanatory paragraph regarding FOXO's ability to continue as a going concern [2]. - The report does not amend or change the financial statements for the fiscal year ended December 31, 2024 [2]. Company Acquisitions and Growth Strategy - In 2024, FOXO completed the acquisitions of Myrtle Recovery Centers, Inc., a behavioral health business, and Rennova Community Health, Inc., which operates a rural hospital in Tennessee [3]. - The company believes it is well-positioned for growth from existing operations and potential acquisitions in 2025 [3]. Subsidiaries Overview - FOXO operates three subsidiaries: - Rennova Community Health, Inc., which owns and operates Scott County Community Hospital, a critical access hospital in East Tennessee [4]. - Myrtle Recovery Centers, Inc., a 30-bed behavioral health facility providing various treatment services [4]. - FOXO Labs, Inc. focuses on biotechnology aimed at improving human health and lifespan through innovative technology [5].

Financial Condition and Profitability - The company has a history of losses and may not achieve or maintain profitability in the future[76] - The company does not have adequate cash resources to fund operations through December 2025 and will require additional capital to grow its business[76] - The company has incurred net losses of $13.5 million and $29.8 million for the years ended December 31, 2024 and 2023, respectively[98] - As of December 31, 2024, the company had a working capital deficit of $29.8 million[98] - The company expects to require significant capital to grow its business and will need additional financing to fund operations through December 2025 and beyond[100] - The company has a substantial amount of intangible assets and may be required to write down their value due to impairment, which could adversely affect financial condition[109] - The company has a significant amount of indebtedness, with the majority of its debt instruments in payment default, which may limit operational flexibility[121] - The company has not been profitable since its inception in 2019 and may continue to incur significant losses in the future[99] Regulatory and Compliance Risks - The company is subject to extensive federal and state laws and regulations related to the submission of claims for payment, which can result in significant monetary damages and penalties for non-compliance[137] - The company faces potential claims for professional liability, which may not be fully covered by insurance, potentially impacting financial condition[139] - Compliance with HIPAA and related laws is critical, as failure to maintain security of patient-related information could lead to substantial costs and reputational damage[151] - The company may need to change operations in response to regulatory interpretations, which could harm business relationships and financial results[132] - Legislative changes may result in limitations on payment and reimbursement for hospital procedures, impacting revenue[143] - The company is subject to potential scrutiny from regulators regarding compliance with healthcare laws, which could lead to legal remedies or penalties[131] - The Company is subject to HIPAA privacy and security regulations, which may increase operational costs due to compliance requirements[154] - The Company expects continued pressure from government and private payers to reduce reimbursement rates, which could adversely impact net revenues and profitability[159] - Changes in healthcare reform and reimbursement systems could materially impact the Company's cash flow and overall financial condition[156] Market and Competitive Risks - The company faces substantial competition in the personal health and wellness testing market, which may threaten its business success[81] - Increased competition in the healthcare sector, including price competition, could adversely affect the company's net revenues and profitability[148] - The healthcare operations are concentrated in Tennessee, making the Company sensitive to local economic conditions and regulatory changes[165] - Increased competition in the personal health and wellness testing market may threaten the Company's market share and growth potential[171] Operational Risks - The company relies on a limited number of critical third-party suppliers for its epigenetic testing services, and any inability to procure their materials could adversely impact operations[81] - The company has experienced changes in senior management, which may create continuity risks and challenges in executing its business plan[111] - The company is implementing systems and processing changes to improve billing procedures and collection results, but cannot assure that additional provisions will not be needed[146] - The healthcare industry is experiencing a shortage of qualified healthcare professionals, which could weaken the company's ability to deliver services[140] Intellectual Property Risks - The company relies on proprietary technology and intellectual property for its competitive edge, with potential risks if patent protections are inadequate or if trade secrets are disclosed[200] - The uncertainty surrounding patent and trademark laws may diminish the value of the company's intellectual property, affecting its ability to protect products and services[205] - Changes in patent law, such as the transition to a first inventor to file system, could complicate the patent application process and increase competition for patent rights[206] - Recent U.S. Supreme Court rulings have narrowed patent protection, creating uncertainty regarding the ability to obtain and enforce patents[207] - The company may face claims regarding the wrongful use of confidential information by employees or contractors, which could lead to costly litigation and loss of intellectual property rights[208] - Trademark registration and enforcement may face challenges, potentially complicating the ability to protect brand identity and market position[209] - The company may become involved in litigation related to patent rights, which could incur substantial costs and divert resources from business development[212] - As the company expands into new markets, it may encounter patent assertions from incumbents, which could hinder market entry and lead to significant licensing costs[215] Stock and Market Risks - The Class A Common Stock has traded as low as $0.09 per share since the business combination, indicating significant volatility in the market[223] - Future issuances of Class A Common Stock may dilute existing stockholders' ownership and voting power, potentially reducing the market price of outstanding shares[224] - The company is subject to continued listing standards of the NYSE American, and failure to meet these criteria may result in delisting, which could classify the stock as a "penny stock" if the price falls below $5.00[225] - The public market for the company's securities is volatile, influenced by technology development progress and broader market fluctuations[223] Data Privacy and Security Risks - Noncompliance with data privacy laws, such as the California Consumer Privacy Act (CCPA), could result in fines of up to $7,500 per violation[191] - The company may face significant penalties for noncompliance with the EU's General Data Protection Regulation (GDPR), which can trigger fines of up to €20 million or 4% of global annual revenues[192] - The company may incur substantial costs to comply with evolving data security and privacy regulations, which could adversely affect its financial condition[192] - The potential for data misappropriation by third parties could harm the company's reputation and business operations[195] Technology and Development Risks - The company believes its bioinformatics and analytic activities are not subject to CLIA regulations, but future changes could adversely impact its business[180] - The company’s products and services may be subject to FDA regulations, which could require premarket review and authorization, potentially halting sales or requiring modifications[181] - The FDA has historically exercised enforcement discretion regarding laboratory developed tests (LDTs), but this could change with new legislative proposals[182] - The company’s proprietary bioinformatics and machine learning technology is believed to be exempt from FDA regulation, but this position is not guaranteed[184] - The use of saliva-based epigenetic biomarkers in life insurance underwriting is permissible, but future regulatory changes could impact operations[186] - Open-source software usage poses risks, including potential legal claims and requirements to release proprietary source code under unfavorable terms[220] - The company may incur significant costs defending or indemnifying third parties involved in infringement claims, impacting financial results[219] - The company may face claims related to open-source software compliance, which could lead to significant legal costs and operational disruptions[221] - The company may encounter delays in product introductions while developing alternatives to avoid infringing third-party patents[216]

Core Viewpoint - FOXO Technologies Inc. has signed a non-binding agreement to acquire Vector Biosource Inc., a provider of information and biospecimen sourcing for the biotechnology and pharmaceutical research industries, with expected revenues of $800,000 in 2025 without additional capital [1][2]. Group 1: Acquisition Details - The purchase price includes $750,000 in stated value of Series D Cumulative Redeemable Preferred Stock, an additional $750,000 of Series D Preferred Stock contingent on achieving revenue and cash collection milestones in 2025, and earnout payments based on revenues and cash collections in 2026 and 2027 [2]. - The closing of the transaction is subject to definitive agreements, satisfactory due diligence, provision of $1 million in working capital, and other closing conditions, expected to be completed within 45 days [2]. Group 2: Strategic Importance - The CEO of FOXO expressed excitement about the acquisition, highlighting Vector's unique position in the healthcare sector and its growth profile, indicating a focus on expanding the Vector platform [3]. - The CEO of Vector believes that the partnership with FOXO will facilitate the achievement of its growth plans by providing necessary growth capital, corporate infrastructure, and potential synergies with other FOXO subsidiaries [3]. Group 3: Company Overview - FOXO Technologies operates three subsidiaries: Rennova Community Health, which owns a critical access hospital in East Tennessee; Myrtle Recovery Centers, a behavioral health facility; and Foxo Labs, a biotechnology company focused on improving human health through innovative technology [4][5].