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].

Company Overview - FOXO Technologies Inc. is a biotechnology company focused on enhancing human health and lifespan through innovative technology and product solutions across various industries [4]. Annual General Meeting - The 2024 Annual General Meeting of FOXO will take place virtually on December 31, 2024, at 9:30 am CST, allowing shareholders to vote and submit questions online [2][8]. - Shareholders of record on December 19, 2024, will be eligible to vote on the proposals presented [1]. Board of Directors and Proposals - The Board of Directors encourages shareholders to vote in favor of the proposals outlined in the Definitive Proxy Statement filed with the SEC [3]. - The CEO of FOXO, Seamus Lagan, expressed the importance of shareholder approval for directors and auditors during the upcoming meeting [8]. Business Developments - FOXO has addressed all deficiencies related to its NYSE American continued listing requirements and has acquired significant revenue-generating businesses [8]. - The company is pursuing an acquisition and growth strategy aimed at driving substantial growth and value in 2025 and beyond [8].

Core Viewpoint - FOXO Technologies Inc. has regained compliance with NYSE American listing requirements for stockholders equity, reporting stockholders equity greater than $4 million following recent transactions [1][3]. Financial Summary - As of September 30, 2024, the company had a stockholders' deficit of approximately $17.5 million [2]. - The company successfully exchanged $21 million of Senior Secured Notes into 21,000 shares of Series A Preferred Stock [3]. - An institutional investor provided an additional $1 million and exchanged approximately $2.2 million of Senior Notes into 2,464 shares of Series A Preferred Stock [3]. - The company settled certain liabilities with KR8 AI, Inc. in exchange for 3,000 shares of Series D Preferred Stock [3]. - Approximately $1 million of other liabilities and notes were converted into approximately 2 million shares of Class A Common Stock since October 1, 2024 [3]. Company Actions - The company filed a Current Report on Form 8-K with the SEC on December 10, 2024, detailing the transactions and related actions [4]. - The CEO expressed optimism about the company's future growth and commitment to shareholder benefits [3]. Company Overview - FOXO Technologies Inc. operates three subsidiaries, including Foxo Labs, Inc., which focuses on biotechnology, and Myrtle Recovery Centers, Inc., a behavioral health facility [5]. - Rennova Community Health, Inc. operates a critical access hospital in East Tennessee [6].

Core Points - FOXO Technologies Inc. will hold a Special Meeting of its Shareholders on November 29, 2024, at 10:30 am EST [1] - Shareholders of record as of November 15, 2024, are entitled to vote on the proposals presented [2] - The company encourages shareholders to vote in favor of the six proposals listed on the Proxy Card [3] - Mark White, Interim CEO, highlighted the importance of the meeting as part of a successful year for the company [4] Company Overview - FOXO Technologies Inc. operates three subsidiaries focused on biotechnology and health services [4] - Foxo Labs, Inc. is dedicated to improving human health and lifespan through innovative technology [5] - Myrtle Recovery Centers, Inc. provides behavioral health services, including inpatient and outpatient treatment [5] - Rennova Community Health, Inc. operates a critical access hospital in East Tennessee [6]

Financial Performance - Total revenues for the three months ended September 30, 2024, were $1,196, an increase of $1,186 compared to $10 for the same period in 2023, primarily driven by contributions from Myrtle and RCHI acquisitions [268]. - Net loss attributable to FOXO for the three months ended September 30, 2024, was $(1,946), a decrease of $1,714 compared to $(3,660) for the same period in 2023 [268]. - The company recognized a net loss of $(2,034) to common stockholders for the three months ended September 30, 2024, compared to $(4,572) for the same period in 2023, a reduction of $2,538 [268]. - Net loss attributable to FOXO improved to $1,946 for the three months ended September 30, 2024, a 47% reduction from a net loss of $3,660 in the same period of 2023 [276]. - Net revenues for the nine months ended September 30, 2024, were $1,231, a significant increase from $35 in the same period of 2023, representing a change of $1,196 [284]. - Net loss attributable to FOXO for the nine months ended September 30, 2024, was $5,613, an improvement of 75% compared to a net loss of $22,592 in the same period of 2023 [292]. - Net losses available to common stockholders were $6,667,000 for the nine months ended September 30, 2024, compared to $25,970,000 in 2023 [303]. - Adjusted EBITDA for the nine months ended September 30, 2024 was $(597,000), an improvement from $(4,785,000) in 2023 [302]. Costs and Expenses - Direct costs of revenues increased to $541 for the three months ended September 30, 2024, from $70 in the same period of 2023, attributed to the direct costs associated with Myrtle and RCHI [270]. - Research and development expenses decreased to $43 for the three months ended September 30, 2024, from $283 in the same period of 2023, a reduction of 85% [271]. - Selling, general and administrative expenses were $1,733 for the three months ended September 30, 2024, down 63% from $4,717 in the same period of 2023, a decrease of $2,984 [274]. - Direct costs of revenues increased to $572 for the nine months ended September 30, 2024, compared to $70 in the same period of 2023, a rise of 717% [285]. - Research and development expenses for the nine months ended September 30, 2024, were $312, down 66% from $925 in the same period of 2023 [286]. - Selling, general and administrative expenses decreased to $4,195 for the nine months ended September 30, 2024, from $15,052 in the same period of 2023, a reduction of $10,857 or 72% [289]. Acquisitions and Business Strategy - The healthcare segment began operations with the acquisition of Myrtle on June 14, 2024, and expanded with the acquisition of RCHI on September 10, 2024, focusing on substance abuse treatments and hospital services [261]. - FOXO entered into a KR8 Agreement on October 29, 2023, to develop a Direct-to-Consumer APP utilizing AI technology for epigenetic biomarker applications [250]. - The company completed the acquisitions of Myrtle and RCHI on June 14, 2024, and September 10, 2024, respectively, with RCHI expected to provide positive operating cash flows [341]. - The company expects the Myrtle and RCHI businesses to be cash flow neutral through the remainder of 2024 [319]. Financial Position and Cash Flow - Cash and cash equivalents were $34,000 as of September 30, 2024, down from $38,000 at the end of 2023 [303]. - The company has a working capital deficit of $31,439,000 and a total stockholders' deficit of $17,554,000 as of September 30, 2024 [303]. - The company is negotiating additional funding with multiple sources to support its business strategy [304]. - For the nine months ended September 30, 2024, the company used net cash of $995, a significant improvement from $6,165 used in the same period in 2023, primarily due to a $16,979 reduction in net loss [325]. - The company has contractual obligations totaling $50,291, with $13,231 due within one year [330]. - The company reported a total stockholders' deficit of $31,439 as of September 30, 2024, compared to $17,554 in the previous year [338]. - The company has $34 of available cash and cash equivalents as of September 30, 2024 [338]. Risks and Uncertainties - Recent acquisitions of Myrtle and RCHI may increase operational risks for the company [349]. - Economic uncertainties include downturns in financial markets, inflation, and rising oil prices [349]. - The company faces potential impacts from supply chain disruptions and declines in consumer confidence [349]. - Geopolitical instability, such as military conflicts in Ukraine and Israel, could adversely affect operations [349]. - The resurgence of the COVID-19 pandemic and new variants remain a concern for business stability [349]. - The company is subject to noncompliance procedures from NYSE due to a stockholders' deficit of $16,167 as of June 30, 2024 [345]. - The company is classified as a smaller reporting company and is not required to disclose certain market risk information [350].

Financial Performance - Total revenues for the three months ended June 30, 2024, were $28,000, compared to $12,000 for the same period in 2023, representing a 133% increase, with the acquisition of Myrtle contributing $20,000 to the increase [165]. - Net loss attributable to FOXO for the three months ended June 30, 2024, was $2,163,000, a reduction of 81% from $11,293,000 in the same period in 2023 [165]. - Net revenues for the six months ended June 30, 2024, were $35, a 40% increase from $25 in the same period of 2023, with the acquisition of Myrtle contributing $20 to the increase [177]. - Net loss attributable to common stockholders was $4,633 for the six months ended June 30, 2024, compared to $21,398 for the same period in 2023, marking a significant improvement of 78% [182]. - Net loss for the six months ended June 30, 2024, was $4,633 thousand, significantly reduced from $21,398 thousand in the same period of 2023 [190]. Expenses - Direct costs of revenues were $31,000 for the three months ended June 30, 2024, compared to no direct costs for the same period in 2023, attributed to the acquisition of Myrtle [166]. - Research and development expenses decreased by 69% to $104,000 for the three months ended June 30, 2024, down from $333,000 in the same period in 2023 [165]. - Total operating expenses decreased by 79% to $1,617,000 for the three months ended June 30, 2024, compared to $7,617,000 in the same period in 2023 [165]. - Selling, general and administrative expenses fell to $1,474 for Q2 2024, down 63% from $4,003 in Q2 2023, primarily due to the completion of a consulting agreement and headcount reductions [170]. - Research and development expenses for the six months ended June 30, 2024, were $269, down 58% from $642 in the same period of 2023, due to lower employee-related expenses [178]. - Selling, general and administrative expenses for the six months ended June 30, 2024, were $2,462, a decrease of 76% from $10,335 in the same period of 2023 [180]. Cash Flow and Financing - Cash and cash equivalents as of June 30, 2024, were $33 thousand, down from $38 thousand as of December 31, 2023 [190]. - Net cash provided by operating activities in the six months ended June 30, 2024, was $551 thousand, compared to cash used of $(5,300) thousand in the same period of 2023, marking an improvement of $5,851 thousand [204]. - Cash used in investing activities for the six months ended June 30, 2024, was $(2,381) thousand, primarily for acquiring an epigenetic software APP and the purchase of Myrtle [206]. - Net cash provided by financing activities in the six months ended June 30, 2024, was $1,825 thousand from the issuance of promissory notes [207]. - The company has a working capital deficit of $20,817 thousand and a total stockholders' deficit of $16,167 thousand as of June 30, 2024 [190]. Operational Strategy - FOXO has paused sales of new life insurance products to conserve cash resources and focus on FOXO Labs [151]. - The company entered into a Letter Agreement with KR8 to develop a Direct-to-Consumer APP utilizing AI technology for epigenetic biomarker applications [153]. - The acquisition of Myrtle on June 14, 2024, marks the company's entry into the healthcare sector, offering behavioral health services including substance abuse treatment [157]. - The company is focusing on commercializing proprietary epigenetic biomarker technology for underwriting risk classification in the life insurance industry [158]. - The company expects to continue incurring operating losses until it achieves adequate scale and secures additional capital [191]. Compliance and Investigations - The company received a notice of noncompliance from NYSE due to a stockholders' deficit of $14.9 million as of March 31, 2024 [220]. - The company has not fully remediated material weaknesses in its internal controls as of the filing date of this report [226]. - The SEC conducted an investigation regarding the termination of Jon Sabes as CEO and Steven Sabes as COO, and the company is voluntarily responding to the SEC's request [230]. - On July 9, 2024, the SEC concluded its investigation and does not intend to recommend enforcement action against the company based on the information available at that time [230].

MINNEAPOLIS, MN, Aug. 08, 2024 (GLOBE NEWSWIRE) -- FOXO Technologies Inc. (NYSE American: FOXO) (the "Company"), today announced that its recently acquired subsidiary, Myrtle Recovery Centers, Inc. ("Myrtle"), has been granted two full 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 residen ...