Core Viewpoint - FOXO Technologies Inc. has successfully completed the acquisition of Vector Biosource Inc., a provider of information, data, and biospecimen sourcing for the biotechnology and pharmaceutical research sectors, with expectations for significant growth post-acquisition [1][2]. Acquisition Details - The total purchase price for Vector includes: - $500,000 in cash - 60,000 shares of Series E Preferred Stock valued at $1.5 million - Warrants to purchase $2 million of common stock at a 10% premium - Up to an additional 80,000 shares of Series E Preferred Stock, contingent on achieving specific revenue and cash collection milestones within 12 to 24 months - FOXO will also fund up to $1.2 million for Vector's growth initiatives [2]. Financial Performance - Vector generated net revenues of approximately $225,000 in Q2 2025, translating to an annual run rate of about $0.9 million, indicating potential for significant growth following the acquisition [1][2]. Company Background - FOXO operates three main subsidiaries: - Rennova Community Health, which runs a critical access hospital in East Tennessee - Myrtle Recovery Centers, a behavioral health facility providing various treatment services - FOXO Labs, focused on biotechnology and health improvement through innovative technology [4][5]. Management Statements - FOXO's CEO expressed enthusiasm about the acquisition and the potential for growth through collaboration with Vector's management [2]. - Vector's CEO highlighted the partnership with FOXO as a means to achieve aggressive growth plans [2].

Core Viewpoint - FOXO Technologies Inc. has signed a stock purchase agreement to acquire Vector Biosource Inc., a provider of information, data, and biospecimen sourcing for the biotechnology and pharmaceutical research industries, with expectations of significant growth post-acquisition [1][2]. Financial Summary - Vector generated approximately $225,000 in net revenues for the second quarter of 2025, equating to an annual run rate of about $0.9 million [1]. - The expected purchase price for Vector includes $500,000 in cash, 60,000 shares of Series E Preferred Stock valued at $1.5 million, warrants for $2 million of common stock at a 10% premium, and up to an additional 80,000 shares of Series E Preferred Stock contingent on achieving certain milestones [2]. Strategic Intent - The acquisition is viewed as a strategic move to enhance FOXO's position in the healthcare services sector, with plans for aggressive expansion through organic growth and potential acquisitions [2]. - FOXO has committed to funding up to $1.2 million for Vector's growth initiatives, indicating a strong belief in the potential synergies and growth opportunities that the partnership will create [2]. Company Overview - FOXO Technologies operates three subsidiaries: Rennova Community Health, which includes a critical access hospital; Myrtle Recovery Centers, a behavioral health facility; and FOXO Labs, a biotechnology company focused on health and lifespan improvement [3][4].

Initial Filing Information [Registrant and Securities Overview](index=1&type=section&id=Registrant%20and%20Securities%20Overview) FOXO Technologies Inc. is the registrant, filing a Form 10-Q for Q2 2025, with Class A Common Stock trading on NYSE American under FOXO - FOXO Technologies Inc. is filing a Form 10-Q for the quarter ended **June 30, 2025**[1](index=1&type=chunk) - The company's Class A Common Stock trades on the NYSE American under the symbol **FOXO**[2](index=2&type=chunk) [Filer Status and Outstanding Shares](index=1&type=section&id=Filer%20Status%20and%20Outstanding%20Shares) FOXO is a non-accelerated, smaller reporting, and emerging growth company with **45.77 million** Class A common shares outstanding - The registrant is classified as a **non-accelerated filer**, a **smaller reporting company**, and an **emerging growth company**[3](index=3&type=chunk) - As of **August 18, 2025**, **45,767,410 shares** of Class A common stock were issued and outstanding[4](index=4&type=chunk) Special Note Regarding Forward-Looking Statements [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report contains forward-looking statements subject to risks and uncertainties, not updated publicly unless legally required - The report contains forward-looking statements regarding **financial and performance metrics**, **market opportunity**, **market share**, **product benefits**, **marketing strategies**, and **business value**[7](index=7&type=chunk) - These statements are subject to **risks, uncertainties, and other factors**, and actual results could differ materially[7](index=7&type=chunk)[8](index=8&type=chunk) - The company does not undertake to update publicly any forward-looking statements, except as required by law[8](index=8&type=chunk) PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents FOXO Technologies Inc.'s unaudited consolidated financial statements: balance sheets, operations, equity, and cash flows [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :-------------- | :------------------ | | Cash and cash equivalents | $321,789 | $68,268 | | Accounts receivable, net | $4,921,076 | $2,270,957 | | Total current assets | $5,629,985 | $2,881,266 | | Total assets | $50,019,356 | $41,708,071 | | Total current liabilities | $32,899,157 | $32,727,461 | | Total liabilities | $36,341,517 | $36,436,260 | | Total stockholders' equity | $13,677,839 | $5,271,811 | [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net revenues | $5,218,373 | $27,474 | $8,388,293 | $34,654 | | Total operating expenses | $4,651,252 | $1,617,043 | $9,368,152 | $2,802,891 | | Income (loss) from operations | $567,121 | $(1,589,569) | $(979,859) | $(2,768,237) | | Net loss attributable to FOXO | $(522,021) | $(2,162,951) | $(1,138,479) | $(3,666,941) | | Net loss to common stockholders | $(787,091) | $(2,472,889) | $(1,575,674) | $(4,633,043) | | Net loss per share (basic and diluted) | $(0.21) | $(4.76) | $(0.68) | $(9.57) | [Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) | Metric | Balance, Dec 31, 2024 | Net Loss to Common Stockholders (6M 2025) | Issuances of Preferred Stock (6M 2025) | Common Stock Issued (6M 2025) | Balance, June 30, 2025 | | :-------------------------------- | :-------------------- | :---------------------------------------- | :------------------------------------- | :------------------------------ | :--------------------- | | Total FOXO Stockholders' Equity | $5,323,752 | $(1,575,674) | $3,000,000 (Series A) | $1,061,568 (Note Conv.) | $13,738,415 | | Noncontrolling Interest | $(51,941) | $(8,635) | - | - | $(60,576) | | Total Stockholders' Equity | $5,271,811 | $(1,584,309) | $3,000,000 (Series A) | $1,061,568 (Note Conv.) | $13,677,839 | [Unaudited Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,716,303) | $(1,571,762) | | Net cash used in investing activities | $(14,900) | $(258,810) | | Net cash provided by financing activities | $3,984,724 | $1,824,985 | | Net change in cash and cash equivalents | $253,521 | $(5,587) | | Cash and cash equivalents at end of period | $321,789 | $32,529 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 Description of Business](index=13&type=section&id=Note%201%20Description%20of%20Business) FOXO Technologies Inc. operates through three subsidiaries, managing Healthcare and Labs segments - FOXO Technologies Inc. operates through three subsidiaries: **Rennova Community Health, Inc.**, **Myrtle Recovery Centers, Inc.**, and **FOXO Labs, Inc.**[20](index=20&type=chunk)[21](index=21&type=chunk) - The company manages two reportable segments: **Healthcare** (Myrtle, RCHI, SCCH) and **Labs** (combined in Q2 2024)[22](index=22&type=chunk) [Note 2 Going Concern and Management's Plan](index=13&type=section&id=Note%202%20Going%20Concern%20and%20Management's%20Plan) The company faces substantial doubt about its ability to continue as a going concern due to losses and insufficient cash - The company has a history of losses, with a net loss to common stockholders of **$1.6 million** for the six months ended **June 30, 2025**, and a working capital deficit of **$27.3 million**[24](index=24&type=chunk) - Cash used in operating activities for the six months ended **June 30, 2025**, was **$3.7 million**, with only **$0.3 million** in available cash and cash equivalents[24](index=24&type=chunk) - The company's ability to continue as a going concern depends on **generating revenue**, **raising additional capital**, **reducing losses**, and **improving cash flows**[25](index=25&type=chunk) - There is **substantial doubt** about the company's ability to continue as a going concern without additional external financing and sufficient operating cash flows[26](index=26&type=chunk) [Note 3 Summary of Significant Accounting Policies](index=14&type=section&id=Note%203%20Summary%20of%20Significant%20Accounting%20Policies) Outlines accounting policies: GAAP, EGC elections, reverse stock splits, revenue recognition, and recent ASU adoptions - The unaudited condensed consolidated financial statements are prepared in accordance with **U.S. GAAP** and **Regulation S-X**[28](index=28&type=chunk)[29](index=29&type=chunk) - The company is an **'emerging growth company'** and uses the extended transition

Core Viewpoint - FOXO Technologies Inc. has received a notice from NYSE regarding the delisting of its Class A common stock due to the share price falling below the minimum requirement of $0.10, leading to immediate suspension of trading [1][2]. Company Actions - The company has applied for its common stock to be traded on the OTC market and received confirmation from FINRA that the trading symbol "FOXO" has been assigned for this purpose, effective August 13, 2025 [2]. - The CEO of FOXO expressed disappointment over the share price decline but reaffirmed the company's commitment to its business strategy and growth initiatives, including potential acquisitions [3]. Company Overview - FOXO operates three subsidiaries: - Rennova Community Health, Inc., which manages a critical access hospital in East Tennessee [4]. - Myrtle Recovery Centers, Inc., a behavioral health facility providing various treatment services [4]. - FOXO Labs, Inc., focused on biotechnology and health improvement through innovative technology [5].

Core Viewpoint - FOXO Technologies Inc. has executed a non-binding acquisition agreement to acquire an assisted living and memory care facility in South Florida for an expected purchase price of $22 million [1][2]. Group 1: Acquisition Details - The acquisition includes the land and buildings of a facility with 87 licensed units for assisted living and memory care services [2]. - The purchase price will consist of $5 million in non-convertible preferred stock, with a portion of the price being milestone-based [2]. - Completion of the acquisition is contingent upon definitive agreements and various closing conditions, including satisfactory due diligence and financing [2]. Group 2: Strategic Expansion - The CEO of FOXO stated that this agreement aligns with the company's strategy to expand its healthcare services by adding assisted living facilities [3]. - The company is confident in closing on additional acquisitions that could add over 350 units for assisted living and memory care services [3]. - FOXO is also in advanced stages of confirming a definitive agreement for the acquisition of Vector Biosource, Inc. [3]. Group 3: Future Outlook - FOXO is actively exploring and negotiating further opportunities in the assisted living and behavioral health sector, with imminent expansion plans for its Myrtle Recovery Centers, Inc. business [4]. - The company anticipates filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, by August 14, 2025, expecting to show continued improvement in net revenues, profitability, and stockholders' equity [4]. 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 [5][6].

Core Points - FOXO Technologies Inc. announced that Big South Fork Medical Center has completed a Performance Network Agreement with Covenant Health to provide swing bed services [1][3] - The agreement aims to enhance post-acute care for patients who no longer meet acute care admission criteria, allowing them to recover closer to home [2][3] - The CEO of Big South Fork Medical Center emphasized the hospital's strategic location and service quality as key factors in attracting patients [3] Company Overview - FOXO Technologies Inc. operates three subsidiaries, including Rennova Community Health, which owns Big South Fork Medical Center, a critical access designated hospital [4] - Myrtle Recovery Centers, another subsidiary, provides behavioral health services, including inpatient detox and outpatient treatment programs [4] - FOXO Labs, Inc. focuses on biotechnology aimed at improving human health and lifespan through innovative technology [5]

Core Insights - FOXO Technologies, Inc. announced the renewal of its behavioral health subsidiary Myrtle Recovery Centers' operating license for its Oneida, TN location for another year, following a successful annual inspection by the State of Tennessee's Department of Mental Health and Substance Abuse Services [1] - The facility is currently at full capacity and has a waiting list for future admissions, indicating strong demand for its services [2] - The company is considering strategic options for expansion, including the potential opening of a second location and possible acquisitions in the sector [2] Company Overview - FOXO Technologies operates three subsidiaries: Rennova Community Health, Inc., which owns Scott County Community Hospital, a critical access hospital in East Tennessee; Myrtle Recovery Centers, a 30-bed behavioral health facility providing inpatient and outpatient services; and FOXO Labs, a biotechnology company focused on improving human health and lifespan through innovative technology [3][4]

Core Viewpoint - FOXO Technologies Inc. has announced the spin-off of its subsidiary FOXO Labs, Inc., which focuses on epigenetics, aiming to enhance business strategy and shareholder value [1][3]. Group 1: Company Overview - FOXO Technologies operates three subsidiaries, including Rennova Community Health, Inc. and Myrtle Recovery Centers, Inc., which provide healthcare services [4]. - FOXO Labs, Inc. is dedicated to improving human health and lifespan through advanced technology and product solutions [5]. Group 2: Epigenetics Business - FOXO Labs is a pioneer in integrating epigenetic biomarkers into underwriting protocols and consumer engagement tools, holding Patent No. 11,817,214 for a machine learning model that uses DNA epigenetic data [1]. - The epigenetic technology developed by FOXO Labs offers insights into health, lifestyle, and longevity from a single saliva sample, eliminating the need for invasive testing [2]. Group 3: Business Strategy and Future Plans - The CEO of FOXO Labs emphasized that the spin-off will create opportunities for a subscription-based revenue model focused on personal health and longevity [3]. - The spin-off strategy allows FOXO shareholders to directly own FOXO Labs while retaining some ownership, simplifying the business model for both entities [3].

Core Insights - FOXO Technologies Inc. announced that its subsidiary Myrtle Recovery Centers has been approved for a second year of funding from Scott County Opioid Abatement Funds to provide care for uninsured patients starting July 1, 2025 [1][2] - Myrtle Recovery Centers operates at full capacity with a waiting list, indicating strong demand for its services and the quality of care provided [2] - FOXO Technologies plans to expand Myrtle Recovery Centers through organic growth and acquisitions, anticipating significant revenue contributions in the future [2] Company Overview - FOXO Technologies operates three subsidiaries: Rennova Community Health, which runs Scott County Community Hospital, Myrtle Recovery Centers, a 30-bed behavioral health facility, and FOXO Labs, a biotechnology company focused on health and lifespan improvement [3][4] - Myrtle Recovery Centers provides inpatient detox and residential treatment, as well as outpatient services for Medication-Assisted Treatment (MAT) and Office-Based Opioid Treatment (OBOT) programs [3]

Core Points - FOXO Technologies Inc. has designated a new series of preferred stock, Series E Cumulative Redeemable Secured Preferred Stock, with a stated value of $25.00 per share and a 2.5% cash dividend paid semi-annually [1] - The Series E Preferred Stock will serve as both an acquisition currency and a capital raising security, aimed at supporting the company's acquisition strategy and enhancing long-term value for stockholders [2] - FOXO operates three subsidiaries, including a critical access hospital and a behavioral health facility, indicating its involvement in the healthcare sector [3] Financial Details - The Series E Preferred Stock includes a 5.0% per annum common stock dividend paid semi-annually and a security interest in the stock of FOXO's acquisition vehicle [1] - The company intends to publicly list the Series E Preferred Stock with its own trading symbol at an appropriate time [2] Company Overview - FOXO Technologies Inc. focuses on improving human health and lifespan through biotechnology and innovative product solutions [4] - The company operates in the healthcare industry, with subsidiaries that provide critical access healthcare and behavioral health services [3]