FOXO.OIDFoxo Technologies INC
10-Q: FOXO Q3 2025: Revenue Surge, Delisting, & Going Concern
Sentiment:
Quarterly Report
FOXO Technologies reported a significant revenue increase in Q3 2025 driven by recent acquisitions, but faces ongoing delisting from NYSE American, substantial losses to common stockholders, and a going concern doubt.
Delay expectedIssuance of 2,000 shares of Series A Preferred Stock to Mr. White was delayed as it required shareholder approval.The company failed to file a Registration Statement on Form S-1 for JSC convertible promissory notes within 45 days, constituting an Event of Default.The New RCHI Note, due June 5, 2025, is in default, and the company is in discussions with RHI about extending the maturity date.The promissory note payable to RHI in connection with the Myrtle acquisition, due December 31, 2024, is in default.The August 16, 2024 ClearThink promissory note, which matured on November 16, 2024, is in default.The November 18, 2024 Lucas Ventures note, which matured on August 18, 2025, is in default.The December 24, 2024 IG note, which matured on September 23, 2025, is in default.A loan under an accounts receivable sales agreement is in payment default due to missed weekly payments.
Capital raiseThe company's ability to continue as a going concern is dependent on raising additional equity or debt capital.The company will continue ongoing capital-raising initiatives and has demonstrated previous success in raising capital.The Strata Purchase Agreement with ClearThink allows the company to sell up to $5.0 million of Class A Common Stock, but requires an effective registration statement.During the nine months ended September 30, 2025, the company issued 13 third-party promissory notes with principal balances totaling $3.1 million, receiving net cash of $1.7 million.During the nine months ended September 30, 2025, the company issued 3,400 shares of Series A Preferred Stock to institutional investors for net cash proceeds of $2.95 million.During the nine months ended September 30, 2025, three investors purchased 135 shares of Series C Preferred Stock for net cash proceeds of $0.1 million.On September 30, 2025, the company issued two promissory notes to institutional investors for a total principal amount of $600,000, receiving aggregate net cash proceeds of $500,000.The New RCHI Note requires principal repayments equal to 10% of free cash flow from RCHI and SCCH and is required to be reduced by 25% of any net proceeds from equity capital raised by the company.
Worse than expectedNet loss to common stockholders significantly widened to $15.7 million for the nine months ended September 30, 2025, from $6.7 million in the prior year.The company was delisted from NYSE American due to low share price.A substantial doubt about the company's ability to continue as a going concern exists.Cash used in operating activities increased to $3.8 million for the nine months ended September 30, 2025, from $1.0 million in the prior year, indicating increased cash burn.Material weaknesses in internal control over financial reporting continue to exist.Several related party notes payable and other loans are in default.
Summary
- Net revenues for the nine months ended September 30, 2025, increased significantly to $11.9 million from $1.2 million in the prior year, primarily due to the acquisitions of Myrtle, RCHI, and Vector.
- The net loss attributable to FOXO improved to $3.0 million for the nine months ended September 30, 2025, compared to $5.6 million for the same period in 2024.
- However, the net loss to common stockholders widened to $15.7 million for the nine months ended September 30, 2025, from $6.7 million in 2024, largely due to $12.7 million in deemed dividends from preferred stock and anti-dilution provisions.
- The company received a delisting letter from NYSE American on August 12, 2025, due to low share price, and its Class A Common Stock commenced trading on the OTC Markets on August 13, 2025.
- A substantial doubt about the company's ability to continue as a going concern exists due to a history of losses, a working capital deficit of $24.5 million, and insufficient cash to fund operations for the next 12 months without additional financing.
- Cash and cash equivalents increased to $628,557 as of September 30, 2025, from $68,268 at December 31, 2024.
- The company completed the acquisition of Vector BioSource Inc. on September 19, 2025, expanding its Life Science Services segment.
- Two reverse stock splits were implemented: 1-for-10 on April 17, 2025, and 1-for-1.99 on July 17, 2025.
Sentiment
Score: 2
Explanation: While revenue increased due to acquisitions, the company faces severe financial distress, including a significant increase in net loss to common stockholders, a substantial going concern doubt, delisting from a major exchange, and ongoing material weaknesses in internal controls. Numerous debt defaults and the continuous need for capital raises highlight extreme operational and financial instability.
Positives
- Net revenues for the nine months ended September 30, 2025, increased by $10.7 million (869.5%) to $11.9 million, primarily driven by recent acquisitions.
- Net loss attributable to FOXO improved by $2.6 million (46.3%) to $3.0 million for the nine months ended September 30, 2025, compared to $5.6 million in the prior year.
- Cash and cash equivalents significantly increased to $628,557 as of September 30, 2025, from $68,268 at December 31, 2024.
- Working capital deficit improved to $24.5 million as of September 30, 2025, from $29.8 million at December 31, 2024.
- A gain of $1.9 million was recognized from the extinguishment of Senior PIK Notes during the nine months ended September 30, 2025.
- The company successfully acquired Vector BioSource Inc., expanding its Life Science Services segment.
- RCHI's net revenues for the nine months ended September 30, 2025, included $3.0 million from the State of Tennessee's Hospital Improvement Plan (THIP).
Negatives
- Net loss to common stockholders significantly widened to $15.7 million for the nine months ended September 30, 2025, from $6.7 million in the prior year, largely due to $12.7 million in deemed dividends.
- The company was delisted from NYSE American on August 12, 2025, due to low share price, and now trades on the OTC Markets.
- A substantial doubt exists about the company's ability to continue as a going concern for the next 12 months without additional financing.
- The company had a working capital deficit of $24.5 million as of September 30, 2025.
- Cash used in operating activities increased to $3.8 million for the nine months ended September 30, 2025, from $1.0 million in the prior year, indicating increased cash burn.
- Interest expense increased to $2.8 million for the nine months ended September 30, 2025, from $1.8 million in the prior year, including default penalties and interest on several promissory notes.
- Other non-operating expenses, net, increased to $0.3 million for the nine months ended September 30, 2025, primarily due to $0.5 million in penalties and interest for nonpayment of payroll taxes.
- Material weaknesses in internal control over financial reporting continue to exist as of September 30, 2025.
- Several related party notes payable are in default, including the New RCHI Note and a note payable to RHI in connection with the Myrtle acquisition.
- A loan under an accounts receivable sales agreement is in payment default.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to a history of losses, working capital deficit, and insufficient cash to fund operations for the next 12 months.
- Dependence on raising additional equity or debt capital to fund operations, with no assurance of availability or favorable terms.
- Potential for further curtailing or suspending operations, selling the company, dissolving assets, or seeking bankruptcy protection if unable to fund operations.
- Delisting from NYSE American and trading on OTC Markets may impact liquidity and investor confidence.
- Material weaknesses in internal control over financial reporting, leading to risks related to timing and accuracy of financial information.
- Complexity and interpretation of laws and regulations governing Medicare and Medicaid programs, affecting estimated reimbursement amounts.
- Collection risks related to patient accounts, especially for uninsured amounts and patient responsibility (deductibles and copayments).
- Litigation exposure from various claims, lawsuits, investigations, and regulatory matters, including the Illumina judgment and other legal actions.
- Potential for dilution of existing stockholders' ownership interest if additional capital is raised through equity or convertible debt offerings.
- Risk of covenants limiting or restricting company actions if additional capital is raised through debt financing.
- Adverse effects from economic uncertainty and volatility in financial markets, including downturns, inflation, interest rate increases, supply chain disruptions, and declines in consumer confidence.
- Risks associated with the COVID-19 pandemic and/or emergence of new variants or pandemics.
- Cyber security risks.
- Uncertainty regarding the spin-off of FOXO Labs, Inc. and its potential impact.
- Ongoing negotiations with creditors and debt holders for pre-existing liabilities, with an inability to estimate additional settlement amounts.
Future Outlook
The company plans to grow its healthcare division through acquisitions and investments in new operations in targeted areas. It intends to expand the Myrtle business model by acquiring additional operating facilities and replicating it in other rural hospital properties. Vector BioSource Inc. aims to transform biospecimen sourcing with an AI-driven platform and is actively pursuing an FDA-approved collection and processing capability in the US, as well as international sourcing partners. FOXO Labs is focusing on Bioinformatics Services and research and development in health and wellness testing powered by machine learning and AI, leveraging its epigenetic data and expertise, and is pursuing a potential spin-off of this subsidiary. The company expects to incur additional losses and requires external financing to fund operations until it achieves adequate scale.
Management Comments
- Our actual results could differ materially from those expressed or implied by these forward-looking statements as a result of various factors, including the risk factors described in Part I., Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
- Management has assessed the Company's ability to continue as a going concern... The Company's history of losses requires management to critically assess its ability to continue operating as a going concern.
- The Company will continue ongoing capital-raising initiatives and has demonstrated previous success in raising capital to support its operations, including equity, principally preferred stock, and debt financing.
- Management continually reviews the contractual estimation process to consider the frequent changes in managed care contractual terms resulting from contract renegotiations and renewals.
- Management is aware that litigation has associated costs and that results of adverse litigation verdicts could have a material effect on the Company's financial position or results of operations.
- Management, in consultation with legal counsel, has addressed known assertions and predicted unasserted claims.
- Management believes that the unaudited condensed consolidated financial statements included in this Form 10-Q fairly present in all material respects the Company's financial condition, results of operations and cash flows for the periods and dates presented.
- We expect to incur additional losses in future periods. Our current revenue and operating cash flow is not adequate to fund our operations for the next twelve months and requires us to fund our business through other sources until the time we achieve adequate scale.
- Securing additional capital is necessary to execute our business strategy.
- We have taken various actions to bolster our cash position, including raising funds through the private placements and the issuances of promissory notes and other loans, and conserving cash by issuing shares of our preferred stock and shares of our Class A Common Stock under exchange agreements, license agreements, legal settlements, consulting agreements, finders fees related to equity and debt financing and consulting agreements, among other transactions, as an alternative to paying in cash.
- Based on our current operating plan, our cash position as of September 30, 2025, and after taking into account the actions described above, we do not expect to be able to fund our operations through the twelve months ended September 30, 2026 without the need for additional financing or other increases in our cash and cash equivalents balances to enable us to fund our future operations.
- Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.
- We believe there is value in what these biomarkers will be able to provide to the world.
- We plan to grow this division by acquisition and investment in new operations in targeted areas.
- We plan to expand the Myrtle business model by acquiring additional operating facilities and by replicating the model in other rural hospital properties or suitable premises.
Industry Context
The company operates in the healthcare, life science services, and labs segments, which are dynamic and highly regulated. Its acquisitions of Myrtle (behavioral health) and RCHI (critical access hospital) align with a strategy to expand into healthcare services, particularly in rural markets, potentially addressing needs in underserved areas. The acquisition of Vector (biospecimen sourcing) and the focus on epigenetic biomarker technology in FOXO Labs position the company within the growing fields of biotechnology, clinical research, and personalized health and wellness. The mention of the State of Tennessee's Hospital Improvement Plan (THIP) highlights the impact of government initiatives on healthcare revenues. The company's strategy to leverage AI and machine learning for epigenetic data analysis is consistent with broader industry trends towards data-driven insights in health and longevity. However, the company's financial struggles and delisting from NYSE American contrast with the growth potential in these sectors, indicating significant internal challenges in capitalizing on industry trends.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Former Interim CFO | Martin Ward | N/A | N/A | Passed away. |
| Former Chief Executive Officer | Jon Sabes | N/A | 2022-11-14 | Terminated for cause by the Board of Directors (disputed by Mr. Sabes). |
| Former Interim Chief Executive Officer | Mark White | N/A | 2024-12-05 | Termination of Employment, Settlement and Mutual Release Agreement; appointed as sole director and CEO of FOXO Labs. |
| Chief Executive Officer (FOXO Labs) | N/A | Mark White | 2024-12-05 | Appointment as part of White Termination Agreement. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reverse Stock Split | 1-for-10 reverse stock split of Class A Common Stock. | 2025-04-28 | Reduced the number of outstanding shares, potentially increasing per-share price, but often indicative of underlying stock price issues. |
| Reverse Stock Split | 1-for-1.99 reverse stock split of Class A Common Stock. | 2025-07-27 | Further reduced the number of outstanding shares, potentially increasing per-share price, but often indicative of underlying stock price issues. |
| Authorized Shares Increase | Shareholders approved an amendment to increase authorized Class A Common Stock from 500,000,000 to 2,500,000,000 shares. | 2025-09-10 | Provides flexibility for future equity raises but also increases potential for significant shareholder dilution. |
| Authorized Shares Increase (Effective Filing) | Filed an amendment to Certificate of Incorporation to increase authorized Class A Common Stock to 2,500,000,000 shares. | 2025-10-22 | Formalized the increase in authorized shares, enabling further capital raises through equity issuance. |
| Preferred Stock Designation Amendment (Series A) | Amended and Restated Certificate of Designation for Series A Preferred Stock to increase authorized shares to 50,000 and revise terms, including conversion price to $0.0001 per share or 90% of average VWAP. | 2025-09-22 | Significantly lowered the conversion floor, leading to substantial deemed dividends and increased potential dilution for common stockholders. |
| Preferred Stock Designation Amendment (Series D) | Amended Designation for Series D Preferred Stock revised conversion price to $0.0001 or 90% of average VWAP. | 2025-10-29 | Similar to Series A, this change facilitates conversion at very low prices, increasing potential dilution. |
| Preferred Stock Designation Amendment (Series E) | Amended Designation for Series E Preferred Stock clarified dividends are paid semi-annually, not quarterly. | 2025-10-29 | Minor clarification to dividend payment frequency for Series E Preferred Stock. |
| Internal Control Weaknesses | Material weaknesses in internal control over financial reporting continue to exist, related to insufficient staffing, accounting processes, and integration of accounting systems. | 2025-09-30 | Indicates ongoing risk to financial reporting accuracy and reliability, potentially impacting investor confidence and regulatory compliance. |
Legal Proceedings
- Smithline Family Trust II vs. FOXO Technologies Inc. and Jon Sabes: Settled disputes via a Settlement Agreement (Nov 7, 2023) and subsequent Exchange Agreements (May 28, 2024, June 10, 2025, August 27, 2025). The company issued 2,588,793 Rights Shares and agreed to pay $97,937 in cash over four months ending November 27, 2025.
- Former CEO Severance (Jon Sabes): The Board determined Mr. Sabes was terminated for cause on November 14, 2022, with no further obligation. However, Mr. Sabes' counsel demanded payment on November 20, 2024, which the company disputes but continues to accrue liabilities for.
- Illumina Judgment: Hennepin County District Court granted Illumina, Inc.'s Motion for Summary Judgment for $0.8 million on June 21, 2024. A settlement agreement was reached on July 23, 2025, to pay $100,000 upfront and $723,065 in five quarterly payments of $144,613.
- Gateway Group, Inc. Legal Action: Filed in July 2025 in Orange County, California, seeking $120,000. This amount is included as a liability, with no resolution yet.
- Data Shepherd Services, Inc. Judgment: Received a judgment for approximately $58,000 in Q2 2025. This amount is included as a liability, with no resolution yet.
- func.media inc. Legal Action: Filed in June 2025 in Minnesota, seeking $123,250. A settlement agreement was reached on October 16, 2025, to pay $90,000 in six monthly installments of $15,000, with remaining amounts waived if payments are made on time.
Related Party Transactions
- Notes Payable to RHI: Includes a non-interest bearing note of $0.3 million for Myrtle acquisition, a $1.6 million (original principal) promissory note owed by Myrtle to RHI (in default), a $1.0 million New RCHI Note (in default), a $1.0 million Additional RCHI Note, and a $0.3 million loan to a subsidiary of RHI.
- Accounts Payable to Andrew Poole: $204,774 at September 30, 2025.
- Accounts Payable to InnovaQor: $121,950 at September 30, 2025.
- Rent and Utilities Payable to RHI: $52,942 at September 30, 2025, for corporate offices shared with RHI.
- Rent Payable to a Subsidiary of RHI: $64,569 at September 30, 2025, for facility leases by SCCH and Myrtle.
- Accrued Interest on Related Parties Notes Payable: $1,057,358 at September 30, 2025.
- Poole Note: $0.2 million non-interest bearing loan from Andrew J. Poole (former director), due on demand, in payment default.
- Additional Poole Note: $42,500 loan from Mr. Poole, 13.25% interest, due on demand, in payment default.
- Sponsor Loan with Mr. Poole: $0.5 million for working capital.
- KR8 Agreement: Master Software and Services Agreement with KR8 (controlled by director Mark White and former Interim CFO Martin Ward) terminated on December 6, 2024, with $3.0 million owed settled by issuing 3,000 shares of Series D Preferred Stock.
- Services Agreement with Mark White: Terminated December 5, 2024, with a settlement including payment of $100,000, appointment as CEO of FOXO Labs, and a promissory note of $500,000 (satisfied by $250,000 payment).
- Health Information Technology Provided By InnovaQor: RCHI and SCCH contracted with InnovaQor for IT services ($0.1 million for Q3 2025, $0.2 million for nine months ended September 30, 2025). InnovaQor is controlled by Mr. Lagan.
- Software Development Agreement with InnovaQor: Myrtle entered an agreement in July 2025 to develop a behavioral health patient engagement mobile application for $0.1 million.
- Lease Agreements with RHI Subsidiary: Myrtle and SCCH lease facilities from a subsidiary of RHI.
Stakeholder Impact
- Shareholders: Significant dilution from numerous equity issuances (common and preferred stock), anti-dilution provisions, and deemed dividends. Delisting from NYSE American to OTC Markets impacts liquidity and potentially investor confidence. The going concern doubt poses a fundamental risk to investment value.
- Creditors/Noteholders: Several notes payable, including related party notes, are in default, indicating repayment risk. However, some debt has been converted to equity or settled, which could be positive for specific creditors.
- Employees: The company's financial instability and going concern doubt could lead to job insecurity or further curtailment of operations. Management contingent share plan expenses and forfeitures indicate ongoing adjustments to employee equity compensation.
- Customers (Healthcare/Life Science Services): The acquisitions of Myrtle, RCHI, and Vector aim to expand service offerings and improve healthcare access, potentially benefiting patients and research clients. However, financial instability could impact service quality or continuity.
- Suppliers: Accounts payable to related parties and other entities indicate potential payment delays or risks for suppliers.
Next Steps
- Obtain additional equity or debt capital to fund operations and address going concern doubt.
- Reduce losses and improve cash flows.
- Evaluate further alternatives if unable to fund operations, including curtailing/suspending operations, selling the company, dissolving assets, or seeking bankruptcy protection.
- Continue ongoing capital-raising initiatives.
- Pursue an FDA-approved collection and processing capability in the US for Vector BioSource Inc.
- Actively seek international sourcing partners for Vector BioSource Inc.
- Continue research and development in health and wellness testing powered by machine learning and AI for FOXO Labs.
- Leverage extensive epigenetic data and team expertise, and build strategic alliances for FOXO Labs.
- Frequently evaluate and develop commercialization opportunities for FOXO Labs' product and service offerings and research findings.
- Pursue the spin-off of FOXO Labs, Inc. subsidiary.
- Address and resolve material weaknesses in internal control over financial reporting.
- Resolve outstanding legal proceedings and disputes, including the Illumina judgment and func.media inc. settlement.
- Continue discussions with RHI about extending the maturity date of the New RCHI Note.
- Settle qualifying debt and other liabilities related to the RCHI acquisition through June 30, 2026.
- Ensure an effective registration statement for the Strata Purchase Agreement to access funding.
- Make scheduled payments under the func.media inc. settlement agreement ($15,000 monthly for six months).
- Make scheduled payments to Smithline ($97,937 in cash over four months ending November 27, 2025).
Key Dates
| Date | Description |
|---|---|
| 2017-08-08 | BSF hospital became operational. |
| 2019-11-11 | Company formed as a limited liability company (InsurTech Holdings, LLC, then FOXO BioScience LLC). |
| 2020-11-13 | FOXO Bioscience LLC converted to a C Corporation and became FOXO. |
| 2021-12-01 | BSF designated as a critical access hospital (rural), retroactive to June 30, 2021. |
| 2022-09-15 | Company consummated business combination and changed name to FOXO Technologies Inc. |
| 2022-09-20 | Company entered into Securities Purchase Agreements for Senior PIK Notes. |
| 2023-08-10 | Myrtle granted license to operate alcohol and drug treatment facility in Oneida, Tennessee. |
| 2023-08-14 | Myrtle facility commenced operations and began accepting patients. |
| 2023-09-19 | Company obtained a $0.2 million loan from Andrew J. Poole (Poole Note). |
| 2023-09-19 | Company entered into Shares for Services Agreement with Mitchell Silberberg & Knupp LLP (MSK). |
| 2023-10-02 | Company obtained a $42,500 loan from Mr. Poole (Additional Poole Note). |
| 2023-10-09 | Company entered into Finders Fee Agreement. |
| 2023-10-13 | Company entered into Strata Purchase Agreement with ClearThink. |
| 2023-10-29 | Company entered into Letter Agreement with KR8 to develop Direct-to-Consumer APP. |
| 2023-11-01 | Myrtle began accepting patients at its Nonresidential Office-Based Opiate Treatment Facility (OBOT). |
| 2023-11-01 | Company was required to start paying Senior PIK Notes holders monthly. |
| 2023-11-07 | Smithline and the Company entered into a Settlement Agreement. |
| 2024-01-03 | Company issued ClearThink a promissory note for $75,000. |
| 2024-01-12 | Letter Agreement with KR8 replaced with Master Software and Services Agreement (KR8 Agreement). |
| 2024-01-30 | Company issued ClearThink a promissory note for up to $0.8 million. |
| 2024-03-05 | Company issued 22,613 shares of Class A Common Stock to Tysadco Partners under Corporate Development Advisory Agreement. |
| 2024-04-01 | Senior PIK Notes matured. |
| 2024-04-28 | Company entered into Securities Purchase Agreement with LGH Investments, LLC. |
| 2024-04-30 | Company entered into Securities Purchase Agreement with IG Holdings, Inc. |
| 2024-05-15 | Company issued ClearThink a promissory note for $0.3 million. |
| 2024-05-28 | Company entered into an Exchange Agreement with Smithline Family Trust II. |
| 2024-06-01 | SCCH entered into a triple net lease agreement with a subsidiary of RHI. |
| 2024-06-10 | Company entered into stock exchange agreements with RHI for Myrtle and RCHI acquisitions. |
| 2024-06-13 | Myrtle issued a promissory note payable to RHI for $1.6 million. |
| 2024-06-14 | Acquisition of Myrtle closed. |
| 2024-06-21 | Hennepin County District Court granted Illumina, Inc.'s Motion for Summary Judgment for $0.8 million against the Company. |
| 2024-07-17 | Company issued 51,439 shares of Class A Common Stock to RHI for Myrtle acquisition. |
| 2024-07-22 | Company entered into Securities Purchase Agreement with 1800 Diagonal Lending LLC. |
| 2024-07-25 | Company entered into new Services Agreement with Mr. White. |
| 2024-07-25 | FOXO entered into advisory agreement with J.H. Darbie & Co., Inc. |
| 2024-07-25 | FOXO engaged J.H. Darbie & Co., Inc. for private placement services. |
| 2024-08-13 | Amendment No. 1 to Strata Purchase Agreement increased commitment to $5.0 million. |
| 2024-08-16 | May 15, 2024 ClearThink note extended until September 30, 2024. |
| 2024-08-16 | Company issued ClearThink a promissory note for $39,750. |
| 2024-08-16 | IG note payable extended to September 30, 2024. |
| 2024-08-22 | Company entered into an amendment to the Finder Agreement (Amended Finders Agreement). |
| 2024-09-10 | Company and RHI entered into Amended and Restated Securities Exchange Agreement (RCHI SEA) for RCHI acquisition. |
| 2024-09-10 | Acquisition of RCHI closed. |
| 2024-10-07 | Company issued promissory note to Red Road Holdings Corporation. |
| 2024-10-11 | May 15, 2024 ClearThink note extended a second time to November 30, 2024. |
| 2024-10-16 | Company's board of directors approved the designation of 35,000 shares of Series A Preferred Stock. |
| 2024-10-18 | Company received approval from Senior PIK Notes holders for 2024 PIK Notes Amendment. |
| 2024-11-07 | FOXO and J.H. Darbie entered into an amendment to the Engagement. |
| 2024-11-15 | Company entered into a second Securities Purchase Agreement with LGH Investments, LLC. |
| 2024-11-18 | Company entered into Securities Purchase Agreement with 1800 Diagonal Lending LLC for a second promissory note. |
| 2024-11-18 | Company entered into Securities Purchase Agreement with Lucas Ventures LLC. |
| 2024-11-20 | Company issued ClearThink a promissory note for $220,000. |
| 2024-11-20 | Company received letter from counsel for Mr. Jon Sabes demanding payment. |
| 2024-11-22 | FOXO and J.H. Darbie entered into an amendment to the Engagement. |
| 2024-11-27 | Company authorized up to 7,500 shares of its Series B Preferred Stock. |
| 2024-11-27 | Company authorized up to 5,000 shares of its Series C Preferred Stock. |
| 2024-12-05 | Company and RCHI entered into an Exchange Agreement with RHI for RCHI Note. |
| 2024-12-05 | Company entered into Termination of Employment, Settlement and Mutual Release Agreement with Mr. White. |
| 2024-12-06 | Company entered into a termination agreement (KR8 Termination Agreement) with KR8. |
| 2024-12-06 | Company authorized up to 10,000 shares of its Series D Preferred Stock. |
| 2024-12-24 | Company entered into a second Securities Purchase Agreement with IG Holdings, Inc. |
| 2024-12-31 | Company issued ClearThink a promissory note for $220,000. |
| 2025-01-03 | $75,000 ClearThink note and accrued interest exchanged for 16,319 shares of Class A Common Stock. |
| 2025-01-07 | Company entered into Securities Purchase Agreement with Jefferson Street Capital LLC (JSC). |
| 2025-01-13 | Company issued J.H. Darbie 31,407 shares of Class A Common Stock for advisory services. |
| 2025-01-15 | Remaining principal and accrued interest of LGH note converted into 2,177 shares of Class A Common Stock. |
| 2025-01-21 | Company issued 1800 Diagonal a promissory note for $150,650. |
| 2025-01-22 | Company issued 3,457.5 shares of Series B Preferred Stock under automatic exchange of Senior PIK Notes. |
| 2025-01-28 | Company issued ClearThink a promissory note for $110,000. |
| 2025-02-14 | Company entered into a second Securities Purchase Agreement with Lucas Ventures LLC. |
| 2025-02-23 | Remaining 264,898 Assumed Warrants expired. |
| 2025-02-24 | Company issued 1800 Diagonal a promissory note for $98,900. |
| 2025-02-27 | Company entered into Securities Purchase Agreement with Vista Capital Investment, LLC. |
| 2025-03-04 | Company entered into a third Securities Purchase Agreement with IG Holdings, Inc. |
| 2025-03-06 | Company issued JSC a second convertible promissory note for $133,650. |
| 2025-03-07 | Company issued ClearThink a promissory note for $110,000. |
| 2025-04-17 | Company's board of directors approved the implementation of a 1-for-10 reverse stock split. |
| 2025-04-28 | First Reverse Stock Split effective at 4:01 p.m., Eastern Time. |
| 2025-04-29 | Trading reopened on a post-reverse stock split basis after First Reverse Stock Split. |
| 2025-05-06 | Company issued 51,514 shares of Class A Common Stock upon conversion of Red Road note. |
| 2025-05-15 | Company amended and restated the Strata Purchase Agreement. |
| 2025-05-21 | Company issued 1800 Diagonal a promissory note for $151,800. |
| 2025-06-01 | SCCH lease renewed for an additional year. |
| 2025-06-10 | Exchange Agreement with Smithline amended for a second time to increase Rights Shares. |
| 2025-06-14 | Myrtle lease renewed for an additional year. |
| 2025-06-25 | Company filed an amendment to Certificate of Incorporation for Series E Preferred Stock. |
| 2025-06-30 | Company issued Additional RCHI Note in principal amount of $5.8 million. |
| 2025-07-17 | Company's board of directors approved the implementation of a 1-for-1.99 reverse stock split. |
| 2025-07-23 | Company entered into a settlement agreement with Illumina to settle judgment. |
| 2025-07-25 | Gateway Group, Inc. filed a legal action seeking $120,000. |
| 2025-07-27 | Second Reverse Stock Split effective at 4:01 p.m., Eastern Time. |
| 2025-07-28 | Trading reopened on a post-reverse stock split basis after Second Reverse Stock Split. |
| 2025-07-31 | Myrtle entered into agreement with InnovaQor to develop behavioral health patient engagement mobile application. |
| 2025-08-06 | Company issued 1800 Diagonal a promissory note for $180,550. |
| 2025-08-12 | Company received a letter from NYSE confirming delisting proceedings. |
| 2025-08-12 | FINRA confirmed trading symbol FOXO assigned for OTC Markets. |
| 2025-08-13 | Company's Class A Common Stock commenced trading on the OTC Markets. |
| 2025-08-18 | RHI exchanged $5.0 million of Additional RCHI Note for 5,000 shares of Series A Preferred Stock. |
| 2025-08-22 | Form 25 filed for delisting from NYSE American. |
| 2025-08-26 | Company issued a total of 2,588,793 Rights Shares to Smithline. |
| 2025-08-27 | Exchange Agreement with Smithline amended to pay $97,937 in cash over four months. |
| 2025-09-09 | Company entered into Stock Purchase Agreement with Vector (Vector SPA). |
| 2025-09-10 | Company shareholders approved amendment to increase authorized Class A Common Stock to 2,500,000,000 shares. |
| 2025-09-19 | Acquisition of Vector closed. |
| 2025-09-19 | Company issued 386,847,195 Vector Warrants. |
| 2025-09-22 | Company filed Amended and Restated Certificate of Designation to increase authorized Series A Preferred Stock to 50,000 shares and revised terms. |
| 2025-09-30 | Company issued two promissory notes to institutional investors for $600,000 total principal. |
| 2025-10-16 | Company entered into a settlement agreement with func.media inc. to pay $90,000. |
| 2025-10-22 | Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase authorized Class A Common Stock to 2,500,000,000 shares. |
| 2025-10-22 | Ondeck term loan fully paid. |
| 2025-10-29 | Company filed Amended and Restated Certificates of Designation for Series D and E Preferred Stock. |
| 2025-11-07 | Date of this 10-Q filing. |
| 2025-11-10 | Signatures for this 10-Q filing. |
| 2025-11-27 | Final payment due to Smithline under amended Exchange Agreement. |
| 2025-11-30 | Promissory notes to institutional investors mature. |
| 2026-06-30 | Strata Purchase Agreement maturity date extended to this date. |
| 2026-06-30 | Additional RCHI Note maturity date. |
| 2026-06-30 | Extension period for settlement of qualifying debt and liabilities related to RCHI acquisition. |
| 2027-09-15 | Public Warrants and Private Placement Warrants expire. |
| 2028-09-19 | Vector Warrants expire. |
Recommendation
strong sellThe company faces severe financial distress, evidenced by a substantial going concern doubt, a widening net loss to common stockholders due to significant deemed dividends, and a history of operational losses. The delisting from NYSE American to the OTC Markets further diminishes liquidity and investor confidence. Persistent material weaknesses in internal controls, numerous debt defaults (including related party notes), and a continuous reliance on dilutive capital raises indicate a highly unstable financial position. While revenue growth from acquisitions is noted, it has not translated into sustainable profitability or positive operating cash flow, and the company explicitly states it cannot fund operations for the next 12 months without additional financing. These factors collectively point to extreme risk and a high probability of further value erosion for common stockholders.
Keywords
Healthcare, Life Science Services, Epigenetics, Biomarkers, Hospital, Behavioral Health, Biospecimens, SEC Filing, 10-Q, Financial Results, Going Concern, Delisting, OTC Markets, Acquisitions, Debt, Preferred Stock, Reverse Stock Split, FOXO Technologies
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