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].

Group 1 - FOXO Technologies Inc. provides an update on Myrtle Recovery Centers, Inc. and its behavioral health facility in Oneida, Tennessee, confirming participation in a major addiction conference [1][3] - Myrtle Recovery Centers has achieved a stabilization in its Oneida facility, maintaining an occupancy rate of 75% or greater since the beginning of 2025, with some periods at full capacity [2] - The facility has finalized several in-network contracts with major managed care organizations since the start of 2025 [2] Group 2 - Myrtle Recovery Centers will participate as a Silver Sponsor in the ETAADAC Conference in Knoxville, TN, from March 19-21, 2025, which focuses on addiction counseling and treatment [3][4] - The ETAADAC Conference serves as a platform for professionals in addiction recovery to exchange ideas, share best practices, and discuss emerging trends [4] - The CEO of Myrtle Recovery Centers expressed satisfaction with the progress made since joining FOXO and highlighted the importance of the conference for collaboration and learning [5] Group 3 - FOXO Technologies Inc. operates three subsidiaries, including Myrtle Recovery Centers, which runs a 30-bed behavioral health facility providing various treatment services [6] - FOXO Labs, Inc. is a biotechnology company focused on improving human health and lifespan through innovative technology and product solutions [7]

Core Insights - FOXO Technologies Inc. has executed a non-binding acquisition agreement for two assisted living facilities in Florida, with each facility priced at approximately $30 million [1][2][3] - The acquisition is structured with milestone payments based on increased revenues at the facilities, indicating a focus on recurring revenue and cash flow models in the healthcare sector [3] Acquisition Details - The first facility has 129 units, while the second has 137 units, with a total expected purchase price of $60 million for both [2] - The parties aim to finalize definitive agreements within 60 days, with closing anticipated between 60 and 120 days after that, contingent on due diligence and financing [2] Company Strategy - The CEO of FOXO expressed optimism about the acquisitions, highlighting the potential for significant value creation and opportunities for shareholders through diversification in healthcare services [3] - The company plans to use this acquisition model to pursue additional value-added acquisitions in the future [3] Company Overview - FOXO operates three subsidiaries, including Rennova Community Health, which manages a critical access hospital, and Myrtle Recovery Centers, which provides behavioral health services [4] - FOXO Labs focuses on biotechnology aimed at improving human health and lifespan through innovative technology and product solutions [5]

Core Viewpoint - FOXO Technologies Inc. has undergone significant changes and improvements, positioning itself for a successful turnaround and future growth in 2025 and beyond [1][6]. Financial Performance - The company has transitioned from minimal net revenues to acquiring businesses that could potentially generate over $20 million in profitable net revenues annually with further investment [2]. - As of September 30, 2024, FOXO disclosed a shareholders deficit exceeding $17 million, but has since restructured a substantial amount of debt to equity, resulting in an improvement of over $21 million in shareholders' equity [3]. Business Strategy - For 2025, the company aims to grow its acquired rural hospital and behavioral health businesses while monetizing its epigenetics division [4]. - FOXO is actively seeking additional acquisition opportunities in the healthcare sector, including senior living [4]. Business Operations - FOXO operates three subsidiaries: FOXO Labs, a biotechnology company focused on epigenetic biomarker discovery; Myrtle Recovery Centers, a behavioral health facility; and Rennova Community Health, which operates a critical access hospital [7][8]. - Myrtle Recovery Centers, which opened in August 2023, aims to achieve annual net revenues of approximately $3-4 million and plans to replicate its service model in other locations [6]. Future Outlook - The company is considering options to create shareholder value, including a potential spin-out of its epigenetics business [5]. - FOXO is in preliminary discussions for additional acquisitions that could enhance shareholder value, although no agreements have been finalized [5].

Core Points - FOXO Technologies Inc. will hold a Special Meeting of its Shareholders on January 17, 2025, at 10:30 am EST [1] - Shareholders of record as of January 3, 2025, are entitled to vote on the proposals [2] - Voting can be done via the internet or by attending the virtual meeting using a control number [3] - The CEO of FOXO expressed anticipation for shareholder support and highlighted the importance of the meeting in relation to recent acquisition agreements [4] Company Overview - FOXO Technologies Inc. operates three subsidiaries: Foxo Labs, Inc., Myrtle Recovery Centers, Inc., and Rennova Community Health, Inc. [5][6] - Foxo Labs focuses on biotechnology aimed at improving human health and lifespan [5] - Myrtle Recovery Centers provides behavioral health services, including inpatient and outpatient treatment [5] - Rennova Community Health operates a critical access hospital in East Tennessee [6]

Core Viewpoint - FOXO Technologies Inc. is holding a special shareholder meeting on January 17, 2025, to seek approval for several proposals related to acquisition transactions [1][2]. Shareholder Meeting Details - The special meeting will take place virtually at 10:30 a.m. EST, with a record date of January 3, 2025, allowing all shareholders of record on that date to vote [2]. - The main proposal involves the issuance of shares of Class A Common Stock upon conversion of Series A Preferred Stock, which may constitute a "Change of Control" as defined by NYSE American Rules [8]. Company Overview - FOXO operates three subsidiaries: - Foxo Labs, Inc., focused on biotechnology and improving human health through innovative technology [5]. - Myrtle Recovery Centers, Inc., a behavioral health facility providing various treatment services [5]. - Rennova Community Health, Inc., which operates a critical access hospital in East Tennessee [6]. CEO Statement - The CEO, Seamus Lagan, expressed the importance of shareholder support for the proposals and emphasized the company's focus on revenue growth and potential acquisition opportunities post-meeting [4].

Core Viewpoint - FOXO Technologies Inc. is holding a special shareholder meeting on January 17, 2025, to seek approval for several proposals related to acquisition transactions [1][2]. Group 1: Shareholder Meeting Details - The special meeting will take place virtually at 10:30 a.m. EST, and shareholders of record as of January 3, 2025, are entitled to vote [2]. - The main proposal involves the issuance of shares of Class A Common Stock related to the Series A Cumulative Convertible Redeemable Preferred Stock [8]. Group 2: Company Overview - FOXO operates three subsidiaries: Foxo Labs, Inc., which focuses on biotechnology and health solutions; Myrtle Recovery Centers, Inc., a behavioral health facility; and Rennova Community Health, Inc., which operates a critical access hospital [5][6]. Group 3: Executive Statement - The CEO of FOXO expressed the importance of shareholder support for the proposals to focus on revenue growth and potential acquisition opportunities post-meeting [4]. Group 4: Proposals for Approval - The proposals include: 1. Approval for the issuance of shares of Class A Common Stock upon conversion of Series A Preferred Stock [8]. 2. Approval for the adjournment of the meeting if necessary to solicit additional proxies [8]. 3. Consideration of other matters that may arise during the meeting [8].