8-K: FOXO Delisted from NYSE American, Moves to OTC

FOXO Technologies Inc. announced its Class A common stock will be delisted from NYSE American due to low selling price and will commence trading on the OTC market.

Summary

• FOXO Technologies Inc. received a letter from NYSE on August 12, 2025, confirming delisting proceedings from NYSE American.
• The delisting is due to the Class A common stock's low selling price, specifically falling below the NYSE minimum price of $0.10.
• Trading of FOXO's stock was immediately suspended by NYSE on August 12, 2025.
• The company applied for OTC trading and received confirmation from FINRA's Department of Market Operations that its common stock (symbol FOXO) can be quoted and traded on the OTC market as of August 13, 2025.
• FOXO owns and operates three subsidiaries: Rennova Community Health, Inc. (Scott County Community Hospital), Myrtle Recovery Centers, Inc. (behavioral health facility), and FOXO Labs, Inc. (biotechnology).

Sentiment

Score: 3

Explanation: The delisting from NYSE American due to low share price is a significant negative event, indicating financial challenges. While the move to OTC allows continued trading, it represents a downgrade in market visibility and liquidity. Management's statements about unchanged strategy and future re-listing are positive but do not outweigh the immediate negative impact of the delisting.

Positives

• The company has secured trading on the OTC market, ensuring continued liquidity for shareholders.
• Management states the delisting does not change the business strategy or economic outlook for FOXO.
• The company remains focused on its current business and efforts to complete acquisitions to accelerate growth and increase shareholder value.
• FOXO intends to remain fully compliant with SEC reporting requirements.
• Management will consider options to re-list on NYSE or NASDAQ at an appropriate time.

Negatives

• Delisting from NYSE American due to low selling price (below $0.10 minimum).
• Immediate suspension of trading on NYSE American on August 12, 2025.
• Loss of prestige and potentially reduced liquidity associated with a major exchange listing.

Risks

• Risk of changes in the competitive and highly regulated industries in which FOXO operates.
• Variations in operating performance across competitors or changes in laws and regulations affecting FOXO's business.
• Ability to implement FOXO's business plans, forecasts, and other expectations.
• Ability to obtain financing.
• History of losses and potential inability to achieve or maintain profitability in the future.
• Enforceability of FOXO's intellectual property, including patents, and potential infringement on others' intellectual property rights.
• Risk of downturns and a changing regulatory landscape in the highly competitive industries in which FOXO operates.
• Reduced investor confidence and liquidity due to delisting from a major exchange.

Future Outlook

Management will consider options and the viability to apply to list the common stock on NYSE or NASDAQ at the appropriate time. The company looks forward to demonstrating continued progress in its upcoming 10-Q to June 30, 2025.

Management Comments

• "While we are disappointed that our share price has fallen below the $0.10 minimum requirement for continued listing on NYSE, this does not change the business strategy adopted or economic outlook for FOXO."
• "We remain focused on our current business and efforts to complete acquisitions that will accelerate growth and increase shareholder value."
• "We will consider our options and the viability to apply to list our common stock on NYSE or NASDAQ at the appropriate time."
• "Meantime the Company will remain fully compliant with SEC reporting requirements and looks forward to demonstrating continued progress in its upcoming 10-Q to June 30, 2025."

Industry Context

Delisting from a major exchange like NYSE American to the OTC market is a significant event for a publicly traded company, often signaling financial distress or a failure to meet listing standards. While the OTC market provides a venue for continued trading, it typically involves lower liquidity, less transparency, and reduced investor interest compared to national exchanges. This move places FOXO in a segment with smaller, often less established companies, potentially impacting its ability to raise capital and attract institutional investors.

Comparison to Industry Standards

• NYSE American Section 1003(f)(v) requires a minimum share price of $0.10 for continued listing. FOXO's failure to maintain this standard led to its delisting.
• Companies like Sundial Growers (now SNDL Inc.) and Ascent Solar Technologies have also faced delisting from major exchanges due to low share prices, often subsequently trading on OTC markets.
• Maintaining a listing on a major exchange is a standard for established public companies, providing greater visibility and access to capital markets compared to OTC trading.

Stakeholder Impact

• Shareholders: Will experience reduced liquidity and potentially lower investor interest due to trading on the OTC market. The value of their holdings may be negatively impacted by the delisting.
• Management/Employees: The company's ability to attract and retain talent might be affected by the perceived instability or reduced prestige associated with an OTC listing.
• Creditors/Investors: May view the company as higher risk due to its inability to maintain major exchange listing standards, potentially impacting future financing terms.

Next Steps

• Continued trading on the OTC market.
• Consideration of options and viability to apply for re-listing on NYSE or NASDAQ at an appropriate time.
• Demonstrating continued progress in the upcoming 10-Q to June 30, 2025.
• Focus on current business and efforts to complete acquisitions.

Key Dates

Recommendation

The delisting from NYSE American due to a sub-$0.10 share price is a severe negative signal, indicating significant financial distress and a failure to meet basic exchange requirements. While the move to OTC allows continued trading, it typically results in drastically reduced liquidity, transparency, and institutional investor interest. The company's history of losses and the inherent risks in its diverse business segments (healthcare, biotech) are amplified by this delisting. Despite management's stated commitment to strategy and future re-listing, the immediate and long-term implications for shareholder value are overwhelmingly negative, suggesting a "sell" recommendation for investors seeking to mitigate further losses.

Keywords

FOXO Technologies, NYSE American, delisting, OTC market, low selling price, common stock, healthcare, biotechnology, hospital, behavioral health, SEC filing, 8-K