FOXO.OIDFoxo Technologies INC
S-1: FOXO Technologies Files S-1 for Resale of 10 Million Shares Amidst Going Concern Warning and Strategic Healthcare Shift
Sentiment:
Registration Statement
FOXO Technologies Inc. has filed an S-1 registration statement to allow selling stockholders to resell up to 10 million shares of Class A Common Stock, while the company faces a going concern warning and continues its strategic shift into healthcare services.
Capital raiseThe company has been actively raising funds through various private debt and equity offerings, including preferred stock.Recent Series A Preferred Stock private offerings to Sabby Volatility include: $325,000 (April 4, 2025), $275,000 (April 15, 2025), $550,000 (May 8, 2025), $550,000 (May 19, 2025), and a $550,000 initial closing (June 3, 2025) as part of a larger $1,650,000 agreement.Sabby Healthcare and Sabby Volatility exchanged $8,000,000 of Rennova Health, Inc.'s preferred stock for $8,000,000 of FOXO's Series A Preferred Stock on February 3, 2025.The company entered into a Strata Purchase Agreement with ClearThink on October 13, 2023, for ClearThink to purchase up to $5 million of Class A Common Stock over 24 months, and issued 10,000 commitment shares.ClearThink also purchased 20,000 restricted shares for $200,000 in two closings in October 2023.Various convertible promissory notes have been issued to investors such as LGH Investments, ClearThink, Lucas Ventures, and 1800 Diagonal, often with inducement shares.Convertible promissory notes totaling up to $1,650,000 were agreed with Jefferson Street Capital LLC (JSC), with initial issuances of $291,500 and $147,015, accompanied by commitment shares.The Board approved a convertible promissory note offering of up to $1.5 million on February 27, 2025, with $302,500 issued and 25,000 commitment shares.The company has exchanged promissory notes for Class A Common Stock with ClearThink on multiple occasions in January and March 2025, totaling over $500,000 in exchanged debt.A convertible promissory note in the principal amount of $1,080,357 was issued to Silverback Capital Corporation, convertible into Common Stock at a 10% discount to VWAP.21,000 shares of Series A Preferred Stock were issued on December 5, 2024, in exchange for $21,000,000 of principal from a note.Additional Series A Preferred Stock (2,464 shares) were issued in December 2024 for $2,464,000.Series C Preferred Stock has been issued for cash and in exchange for Series B Preferred Stock.1,311.70 shares of Series D Preferred Stock were issued to Mitchell Silberberg & Knupp LLP in satisfaction of $1,107,406 owed for legal services.
Worse than expectedThe company's independent registered public accounting firm has issued an explanatory paragraph indicating substantial doubt about FOXO's ability to continue as a going concern.FOXO explicitly states that it does not anticipate having sufficient capital to fund its operations through December 2025 without securing additional financing.The company reported significant net losses of $(12.4) million in 2024 and $(26.5) million in 2023, indicating ongoing financial challenges.The current S-1 filing is for the resale of shares by existing selling stockholders, meaning the company will not receive any proceeds from these sales, which is critical given its stated need for additional capital.
Summary
- FOXO Technologies Inc. (FOXO) has filed an S-1 registration statement to register the resale of up to 10,000,000 shares of Class A Common Stock by certain selling stockholders, primarily Sabby Volatility Warrant Master Fund, Ltd. and Sabby Healthcare Master Fund, Ltd.
- These shares are issuable upon the conversions of Series A Cumulative Convertible Redeemable Preferred Stock held by the selling stockholders.
- The company operates in two reportable business segments: Healthcare (comprising a rural hospital division and a mental and behavioral health division) and Labs and Life (focused on epigenetics diagnostics and interpretation).
- Recent strategic acquisitions include Myrtle Recovery Centers, Inc. (June 2024) for behavioral health services and Rennova Community Health, Inc. (September 2024), which owns Scott County Community Hospital (d/b/a Big South Fork Medical Center), a critical access hospital in Tennessee.
- FOXO's independent registered public accounting firm has included an explanatory paragraph in its report on the audited financial statements, raising substantial doubt about the company's ability to continue as a going concern due to recurring negative cash flows and losses from operations.
- The company explicitly states it does not expect to be able to fund its operations through December 2025 without a need for additional financing or an increase in cash and cash equivalents balances.
- A 1-for-10 reverse stock split was effected on April 28, 2025, with all share amounts in the filing adjusted to reflect this.
- Rennova Health, Inc. (RHI), which is controlled by FOXO's Chief Executive Officer, Seamus Lagan, currently controls a majority of the company's voting power through Series A Preferred Stock and a Voting and Proxy Agreement.
Sentiment
Score: 2
Explanation: The company is in a precarious financial position, explicitly stating it may not be able to fund operations through the end of the year without further financing, and its auditor has issued a going concern warning. While there are strategic acquisitions and patent allowances, these are overshadowed by significant losses, high dilution risk from the current offering (which provides no proceeds to the company), and a complex capital structure with ongoing debt and equity issuances at discounts.
Positives
- FOXO Technologies has strategically expanded its operations into the healthcare sector through the acquisitions of Myrtle Recovery Centers, Inc. (behavioral health) and Rennova Community Health, Inc. (rural hospital).
- Myrtle Recovery Centers, Inc. successfully commenced operations and began accepting patients on August 14, 2023, and expanded its services on November 1, 2023.
- The Labs and Life segment is commercializing proprietary epigenetic biomarker technology, with a focus on direct-to-consumer wellness testing and AI-powered health insights, indicating potential for future growth.
- The USPTO has issued Notices of Allowance for two patents related to the use of machine learning techniques for epigenetic biomarkers, which could enhance the protection of a future AI platform.
- The company has taken various actions to bolster its cash position, including raising funds through private debt and equity offerings and conserving cash by issuing payment shares and rights to satisfy outstanding amounts.
Negatives
- The independent registered public accounting firm has included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern due to recurring negative cash flows and losses from operations.
- The company explicitly states it does not expect to be able to fund its operations through December 2025 without additional financing.
- FOXO reported significant net losses attributable to FOXO of $(12,406,389) for the year ended December 31, 2024, and $(26,450,536) for the year ended December 31, 2023.
- Pro-forma net losses, reflecting recent acquisitions, were also substantial at $(14,643,377) for 2024 and $(21,215,341) for 2023.
- The resale of up to 10,000,000 shares by selling stockholders, representing approximately 48.50% of the Class A Common Stock outstanding as of June 4, 2025, could cause significant dilution and depress the market price.
- The conversion price for the Series A Preferred Stock is set at the higher of $0.01 or 90% of the average VWAP of the five trading days prior to conversion, creating a financial incentive for selling stockholders to sell immediately upon conversion, which could further depress the stock price.
- RHI, controlled by the CEO, holds a majority of the company's voting power, which limits the influence of other stockholders on corporate affairs and transactions.
- The company has experienced frequent changes in its independent registered public accounting firm, with KPMG dismissed in June 2023, EisnerAmper dismissed in January 2024, and Kreit & Chiu CPA LLP appointed in December 2023.
Risks
- The company's recurring negative cash flows and losses from operations raise substantial doubt about its ability to continue as a going concern, indicating a high risk of financial instability.
- FOXO does not have sufficient capital to fund its operations and anticipates needing additional financing to continue through December 2025.
- Existing stockholders may experience significant dilution from the sale of up to 10,000,000 shares of Common Stock by the Selling Stockholders, which could lead to a decline in the market price of the Common Stock.
- Sales of a substantial number of securities by the Selling Stockholders or other existing stockholders, or the perception of such sales, could depress the market price of the Common Stock and Public Warrants and impair the company's ability to raise future capital.
- The discounted conversion price of the Series A Preferred Stock (higher of $0.01 or 90% of 5-day average VWAP) incentivizes immediate sales by holders, potentially causing further declines in the Common Stock price.
- RHI, controlled by the CEO, holds a majority of the company's voting power, which may limit or eliminate minority shareholders' ability to influence corporate affairs, including the appointment of directors and approval of transactions.
- Anti-takeover provisions in the company's Charter and Bylaws, such as restrictions on business combinations, the ability to issue undesignated preferred stock, and limitations on calling special meetings, could deter hostile takeovers and make changes in management or corporate governance more difficult.
- The company operates in a highly competitive and rapidly changing environment, which introduces new and unpredictable risks and uncertainties that could adversely affect its business and financial performance.
Future Outlook
FOXO Technologies plans to grow its rural hospital division through acquisitions and investments in new operations in targeted areas. It also intends to expand the Myrtle behavioral health business model by acquiring additional operating facilities and replicating the model in other rural hospital properties or suitable premises. The epigenetics division, FOXO Labs, will focus on developing Bioinformatics Services and conducting research and development in health and wellness testing powered by machine learning and artificial intelligence, with a potential AI platform for data-driven insights. The company aims to leverage its extensive epigenetic data and team expertise to build strategic alliances and frequently evaluate commercialization opportunities.
Management Comments
- "We do not expect to be able to fund our operations through December 2025 without a need for additional financing or other increase in our cash and cash equivalents balances."
- "Through the voting rights of our Series A Preferred Stock and a Voting and Proxy Agreement, RHI (which is controlled by our Chief Executive Officer, Seamus Lagan) currently controls a majority of the voting power of our Company."
Industry Context
FOXO Technologies is strategically diversifying its business model by expanding into the healthcare services sector, specifically rural hospitals and behavioral health, while maintaining its core epigenetics diagnostics and interpretation division. This move aligns with broader industry trends focusing on integrated healthcare solutions, addressing underserved rural communities, and leveraging advanced technologies like AI and machine learning for personalized health and wellness. The acquisitions of a critical access hospital and a substance use disorder treatment facility position FOXO to capitalize on the growing demand for accessible and specialized healthcare services, complementing its innovative work in epigenetic biomarkers for preventative health.
Comparison to Industry Standards
- The document does not provide specific comparable companies, projects, or results to global benchmarks for its healthcare or epigenetics operations.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Employment Status | Employed (Interim CEO/CFO implied) | Employment Terminated | 2024-12-05 | Termination of Employment, Settlement and Mutual Release Agreement with Mark White. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Capital Structure Adjustment | A 1-for-10 reverse stock split was implemented, combining every 10 shares of Common Stock into one, effective April 28, 2025. | 2025-04-28 | Reduces the number of outstanding shares, potentially increasing per-share price but not changing total equity value; often used to meet listing requirements or improve market perception. |
| Preferred Stock Designation | The Board approved the designation of 35,000 shares of Series A Preferred Stock on October 16, 2024, granting significant voting rights (stated value divided by higher of $0.01 or VWAP). | 2024-10-16 | Concentrates voting power, potentially discouraging attempts to obtain control of the company through mergers, tender offers, or proxy contests. |
| Board Authority | The Board of Directors has the authority to issue up to 10,000,000 shares of undesignated preferred stock with various rights and preferences without further stockholder action. | N/A | Provides the Board with a tool to deter hostile takeovers by issuing preferred stock with unfavorable terms to an acquirer. |
| Forum Selection | The Charter requires derivative actions and certain other lawsuits against the company's directors, officers, employees, or stockholders to be brought exclusively in the Delaware Court of Chancery, and federal district courts for Securities Act claims. | N/A | Aims to provide increased consistency in the application of Delaware law and may discourage certain types of lawsuits against the company's fiduciaries. |
| Stockholder Meeting Procedures | Special meetings of stockholders can only be called by the Chairman of the Board, the President, or the Board, not by other stockholders. | N/A | Limits stockholders' ability to force a vote on matters outside of the annual meeting schedule, potentially entrenching current management. |
| Stockholder Proposal Requirements | The Bylaws impose advance notice requirements for stockholders seeking to bring business or nominate directors at annual meetings. | N/A | May preclude stockholders from introducing matters or nominations if deadlines and specific requirements are not met, supporting board stability. |
| Voting Control | Rennova Health, Inc. (RHI), controlled by the CEO, holds a majority of the company's voting power through Series A Preferred Stock and a Voting and Proxy Agreement. | N/A | Significantly limits the influence of minority shareholders on corporate decisions, including director appointments and major transactions. |
Related Party Transactions
- Rennova Health, Inc. (RHI), controlled by FOXO's CEO Seamus Lagan, controls a majority of FOXO's voting power through Series A Preferred Stock and a Voting and Proxy Agreement.
- The acquisitions of Myrtle Recovery Centers, Inc. and Rennova Community Health, Inc. involved RHI, with Sabby Healthcare and Sabby Volatility acquiring Series A Preferred Stock from RHI in a share exchange.
- FOXO entered into a License Agreement with KR8 AI Inc. on January 12, 2024, where FOXO's 'Former Interim CEO and Interim CFO' are equity owners of KR8.
- A Senior Note was issued by Rennova Community Health, Inc. to Rennova Health, Inc. (RHI) on December 5, 2024.
- A Termination Agreement dated December 6, 2024, was executed between FOXO Technologies Inc. and KR8 AI Inc.
- An Exchange Agreement dated December 5, 2024, was made between FOXO Technologies Inc., Rennova Community Health, Inc., and Rennova Health, Inc.
- A Shares for Services Agreement dated December 23, 2024, was entered into with Mitchell Silberberg & Knupp LLP (MSK) for the issuance of Series D Preferred Stock in satisfaction of legal services owed.
- Advisory Agreements and Finders Fee Agreements were entered into with J.H. Darbie & Co., Inc. on July 25, 2024, and October 9, 2023, respectively, for services related to private placements and financing.
Stakeholder Impact
- **Shareholders**: Face significant dilution risk from the resale of 10 million shares, potential depression of the stock price, and limited voting power due to the concentrated control by RHI. There is a high risk of investment loss due to the company's going concern issues.
- **Employees**: The company has reduced headcount and expenses as a cash conservation measure, which could impact employee morale and job security.
- **Customers**: May benefit from expanded healthcare services through the acquisitions of the rural hospital and behavioral health facility, as well as potential new epigenetic wellness testing solutions.
- **Suppliers/Creditors**: The company's ongoing efforts to raise capital through debt and equity offerings, and the issuance of shares/rights to satisfy outstanding amounts, indicate active management of liabilities, but also suggest potential payment risks given the going concern warning.
- **Regulatory Bodies**: The filing itself is a compliance action with the SEC, demonstrating adherence to regulatory disclosure requirements, although the going concern warning highlights financial oversight concerns.
Next Steps
- The Selling Stockholders may sell the Conversion Shares from time to time through various public or private transactions.
- The company intends to grow its rural hospital division by acquisition and investment in new operations in targeted areas.
- The company plans to expand the Myrtle behavioral health business model by acquiring additional operating facilities and replicating the model in other rural hospital properties or suitable premises.
- FOXO Labs will concentrate efforts on its Bioinformatics Services offering and research and development in health and wellness testing powered by machine learning and artificial intelligence.
- The company intends to leverage its extensive epigenetic data and team expertise to continue building strategic alliances with new partners in academia, business, healthcare, and government.
- The company intends to frequently evaluate and develop commercialization opportunities for its product and service offerings and research findings.
- The company will file further amendments to this registration statement as may be necessary to delay its effective date or allow it to become effective.
Key Dates
| Date | Description |
|---|---|
| 2020-04 | FOXO Technologies Inc. (formerly Delwinds Insurance Acquisition Corp.) was originally formed. |
| 2022-10-10 | 3,000 shares of Class A Common Stock issued to J.V.B. Financial Group, LLC. |
| 2023-02-03 | FOXO Life Insurance Company was sold. |
| 2023-05-26 | Company consummated two issuer tender offers: the Exchange Offer and the PIK Note Offer to Amend. |
| 2023-05-30 | 79,562 shares of Class A Common Stock issued to Assumed Warrants holders and 43,219 shares issued to Senior PIK Note holders. |
| 2023-06-12 | Audit Committee approved the dismissal of KPMG as independent registered public accounting firm and appointed EisnerAmper. |
| 2023-08-14 | Myrtle Recovery Centers, Inc. facility commenced operations and began accepting patients. |
| 2023-09-19 | 29,287 shares issued to MSK and 27,688 shares to JGUN for services. |
| 2023-10-09 | Company entered into a Finders Agreement with J.H. Darbie & Co., Inc. |
| 2023-10-13 | Company entered into Strata Purchase Agreement, ClearThink SPA, and Registration Rights Agreement with ClearThink. |
| 2023-10-16 | First closing of ClearThink SPA (10,000 restricted shares for $100,000). |
| 2023-10-24 | Second closing of ClearThink SPA (10,000 restricted shares for $100,000). |
| 2023-11-01 | Myrtle began accepting patients at its Nonresidential OBOT. |
| 2023-12-29 | Company engaged Kreit & Chiu CPA LLP as independent registered public accounting firm. |
| 2024-01-03 | EisnerAmper dismissed as independent registered public accounting firm; decision to engage Kreit & Chiu approved. |
| 2024-01-12 | Entered into License Agreement with KR8. |
| 2024-01-19 | 130,000 shares of Class A Common Stock issued to KR8. |
| 2024-03-01 | 46,985 shares of Class A Common Stock issued to MSK. |
| 2024-03-05 | 45,000 shares of Class A Common Stock issued to Tysadco Partners. |
| 2024-03-27 | 4,118 shares of Class A Common Stock issued to MSK. |
| 2024-04-28 | Entered into Securities Purchase Agreement with LGH Investments, LLC for a convertible promissory note ($110,000) and 20,000 inducement shares. |
| 2024-05-15 | Entered into Securities Purchase Agreement with ClearThink for a convertible promissory note ($300,000) and 20,000 inducement shares. |
| 2024-06-03 | 50,699 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-06-07 | 53,230 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-06-14 | Acquisition of Myrtle Recovery Centers, Inc. became effective. |
| 2024-06-25 | 8,060 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-07-25 | Board approved Corporate Development Advisory Agreement with C L Talent Inc. (150,000 shares issued); FOXO engaged J.H. Darbie for private placements. |
| 2024-08-08 | 22,135 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-08-22 | Entered into an amendment to the Finder Agreement with J.H. Darbie. |
| 2024-09-10 | Acquisition of Rennova Community Health, Inc. (RCHI) and Scott County Community Hospital (SCCH) completed. |
| 2024-09-17 | Acquisition of RCHI and SCCH. |
| 2024-10-10 | 45,770 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-10-16 | Board approved the designation of 35,000 shares of Series A Preferred Stock. |
| 2024-10-23 | 23,704 shares issued to KR8 under the License Agreement. |
| 2024-11-07 | FOXO and J.H. Darbie entered into an amendment to the Engagement. |
| 2024-11-11 | LGH Investments, LLC issued 36,000 shares of Class A Common Stock; IG Holdings issued 22,500 shares. |
| 2024-11-12 | 22,295 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-11-15 | Entered into Securities Purchase Agreement with LGH for a convertible promissory note ($220,000) and 12,500 inducement shares. |
| 2024-11-18 | IG Holdings issued 19,000 shares; Entered into Securities Purchase Agreement with Lucas Ventures, LLC for a convertible promissory note ($220,000) and 12,500 inducement shares. |
| 2024-11-20 | Entered into Securities Purchase Agreement with ClearThink for a convertible promissory note ($220,000) and 12,500 inducement shares. |
| 2024-11-26 | ClearThink issued 33,334 shares. |
| 2024-12-05 | Entered into Exchange Agreement with RCHI and RHI ($21,000,000 principal exchanged for 21,000 Series A Preferred Shares); Entered into White Termination Agreement. |
| 2024-12-06 | Received letter requests to exchange $2,240,000 into $2,464,000 of Series A Preferred Stock (2,464 shares). |
| 2024-12-07 | Received letter requests to exchange $2,240,000 into $2,464,000 of Series A Preferred Stock (2,464 shares). |
| 2024-12-13 | ClearThink issued 32,000 shares. |
| 2024-12-18 | 87,208 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-12-20 | 34,500 shares of Class A Common Stock issued to Smithline Family Trust II. |
| 2024-12-23 | Entered into Shares for Services Agreement with Mitchell Silberberg & Knupp LLP (MSK) for 1,311.70 Series D Preferred Stock. |
| 2024-12-27 | A holder of Senior PIK Notes acquired 120 shares of Series C Preferred Stock for $100,000. |
| 2024-12-30 | A holder of Series A Preferred Stock was issued 200,000 shares of Class A Common Stock. |
| 2024-12-31 | Entered into Securities Purchase Agreement with ClearThink for a convertible promissory note ($220,000) and 12,500 inducement shares; A holder of Series A Preferred Stock was issued 52,500 shares of Class A Common Stock. |
| 2025-01-02 | ClearThink issued 65,248 shares; A holder of Series A Preferred Stock was issued 104,831 shares. |
| 2025-01-03 | Entered into an Exchange Agreement with ClearThink ($75,000 note exchanged for 32,475 shares). |
| 2025-01-07 | Entered into Securities Purchase Agreement with Jefferson Street Capital LLC (JSC) for convertible promissory notes (up to $1,650,000) and commitment shares; Issued JSC a convertible promissory note ($291,500) and 8,696 commitment shares. |
| 2025-01-10 | Entered into an Exchange Agreement with ClearThink ($200,000 note exchanged for 77,322 shares). |
| 2025-01-13 | Issued J.H. Darbie & Co., Inc. 21,286 shares and 1,587 shares. |
| 2025-01-15 | Issued 4,334 shares to LGH Investments. |
| 2025-01-17 | Shareholders approved automatic exchange of Senior PIK Notes; Exchanged 100 shares of Series B Preferred Stock for 150 shares of Series C Preferred Stock. |
| 2025-01-21 | Entered into Securities Purchase Agreement with 1800 Diagonal for a convertible promissory note ($168,728). |
| 2025-01-22 | Automatic exchange of Senior PIK Notes completed, resulting in 3,457.5 shares of Series B Preferred Stock issued. |
| 2025-01-27 | Entered into an Exchange Agreement with ClearThink ($250,000 note exchanged for 96,652 shares). |
| 2025-01-28 | Entered into Securities Purchase Agreement with ClearThink for a convertible promissory note ($121,000) and 6,250 inducement shares. |
| 2025-02-03 | Sabby Healthcare and Sabby Volatility exercised their exchange right for Series A Preferred Stock. |
| 2025-02-24 | Entered into Securities Purchase Agreement with 1800 Diagonal for a convertible promissory note ($112,746). |
| 2025-02-26 | Silverback Capital Corporation acquired a convertible promissory note from Western Healthcare, LLC. |
| 2025-02-27 | Board approved a convertible promissory note offering of up to $1.5 million; Three notes issued totaling $302,500 and 25,000 commitment shares. |
| 2025-02-28 | A previous holder of Senior PIK Notes purchased 60 shares of Series C Preferred Stock for $50,000 and exchanged 50 shares of Series B for 75 shares of Series C. |
| 2025-03-04 | Convertible promissory note issued. |
| 2025-03-06 | Issued JSC a convertible promissory note ($147,015) and 7,160 commitment shares. |
| 2025-03-07 | Convertible promissory note issued. |
| 2025-03-18 | Entered into an Exchange Agreement with ClearThink (remaining $241,380 note exchanged for 160,920 shares). |
| 2025-04-04 | Entered into Securities Purchase Agreement with Sabby Volatility (375 Series A Preferred Stock for $325,000); Entered into Registration Rights Agreement with Sabby Volatility. |
| 2025-04-15 | Entered into Securities Purchase Agreement with Sabby Volatility (275 Series A Preferred Stock for $275,000). |
| 2025-04-17 | Board approved a 1-for-10 reverse stock split. |
| 2025-04-28 | Reverse stock split became effective. |
| 2025-05-02 | Registration Statement on Form S-1 (File No. 333-286935) filed for 4,000,000 shares of Common Stock. |
| 2025-05-06 | Registration Statement on Form S-1 (File No. 333-286935) declared effective. |
| 2025-05-08 | Entered into Securities Purchase Agreement with Sabby Volatility (550 Series A Preferred Stock for $550,000). |
| 2025-05-19 | Entered into Securities Purchase Agreement with Sabby Volatility (550 Series A Preferred Stock for $550,000); A holder of Series A Preferred Stock was issued 20,000 shares and 218,535 shares. |
| 2025-05-20 | A holder of Series A Preferred Stock was issued 130,000 shares. |
| 2025-05-21 | A holder of Series A Preferred Stock was issued 150,000 shares. |
| 2025-05-22 | A holder of Series A Preferred Stock was issued 77,000 shares. |
| 2025-05-23 | A holder of Series A Preferred Stock was issued 50,000 shares. |
| 2025-05-27 | A holder of Series A Preferred Stock was issued 250,000 shares. |
| 2025-05-28 | A holder of Series A Preferred Stock was issued 175,000 shares (twice). |
| 2025-05-29 | A holder of Series A Preferred Stock was issued 200,000 shares. |
| 2025-05-30 | A holder of Series A Preferred Stock was issued 200,000 shares and 250,000 shares; A previous holder of Senior PIK Notes purchased 60 shares of Series C Preferred Stock for $50,000 and exchanged 50 shares of Series B for 75 shares of Series C. |
| 2025-06-03 | Entered into Securities Purchase Agreement with Sabby Volatility (up to 1,650 Series A Preferred Stock for $1,650,000); A holder of Series A Preferred Stock was issued 250,000 shares. |
| 2025-06-04 | First closing of Sabby Volatility Purchase Agreement (550 Series A Preferred Stock for $550,000); Last reported sales price of Common Stock was $0.391 per share and Public Warrants was $0.012 per Public Warrant; A holder of Series A Preferred Stock was issued 125,000 shares. |
| 2025-06-05 | Date of this S-1 filing. |
Recommendation
sellKeywords
FOXO Technologies, SEC S-1, Class A Common Stock, Series A Preferred Stock, Going Concern, Healthcare Services, Epigenetics, Rural Hospital, Behavioral Health, Substance Use Disorder Treatment, Critical Access Hospital, Dilution, Stock Split, Capital Raise, Corporate Governance, Risk Factors, Sabby Volatility, Sabby Healthcare
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