10-K: FOXO Technologies Reports 2025 Fiscal Year Results

FOXO Technologies Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, detailing significant revenue growth driven by recent acquisitions, alongside ongoing efforts to manage its financial position and capital structure.

Summary

• FOXO Technologies Inc. has filed its annual report for the fiscal year ended December 31, 2025.
• The company experienced a substantial increase in net revenues, reaching $16.4 million, a 304% rise from $4.1 million in the prior year, primarily due to the acquisitions of Myrtle Recovery Centers, Inc. (Myrtle) and Rennova Community Health, Inc. (RCHI), and Vector BioSource Inc. (Vector).
• Operating expenses also increased significantly by 126% to $26.7 million, leading to a loss from operations of $10.3 million.
• The company recorded a goodwill impairment of $7.0 million related to the SCCH acquisition.
• Net loss attributable to FOXO remained stable at $12.4 million for both 2025 and 2024.
• The company has undergone two reverse stock splits during 2025 to address its share structure.
• FINRA has refused to process a proposed reverse stock split, and the company is appealing this decision, which could impact its ability to access capital.
• The company has a history of losses and a working capital deficit of $25.5 million as of December 31, 2025, indicating a substantial doubt about its ability to continue as a going concern.
• The company's Class A Common Stock is subject to penny stock rules, limiting trading and potentially affecting its value.
• Significant related-party transactions and debt obligations are noted, with several notes in default.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as significantly negative due to the company's precarious financial position, including substantial debt, ongoing losses, a going concern warning, and regulatory hurdles impacting capital access.

Positives

• Net revenues increased significantly by 304% to $16.4 million for the year ended December 31, 2025, up from $4.1 million in the prior year.
• The increase in revenue was driven by the acquisitions of Myrtle Recovery Centers, Inc., Rennova Community Health, Inc. (RCHI), and Vector BioSource Inc. (Vector).
• The Healthcare segment, which includes Myrtle and RCHI, generated $16.1 million in net revenues.
• The Tennessee Hospital Improvement Plan (THIP) contributed $3.5 million to RCHI's net revenues.
• The company successfully exchanged $5.4 million of Senior PIK Notes for Series B Preferred Stock, resulting in a gain of $1.9 million from extinguishment of debt.
• The company has taken steps to bolster its cash position and manage its capital structure through various financing and exchange agreements.

Negatives

• The company incurred a goodwill impairment of $7.0 million in 2025 related to the SCCH acquisition.
• Total operating expenses increased by 126% to $26.7 million, outpacing revenue growth and contributing to a loss from operations.
• The company has a history of losses and a working capital deficit of $25.5 million as of December 31, 2025.
• The independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
• The company has not been able to access operating capital under the Strata Purchase Agreement due to current market conditions.
• FINRA has refused to process a proposed reverse stock split, and the company's appeal is pending, potentially limiting its ability to access capital.
• The company's Class A Common Stock is subject to penny stock rules, which can deter brokers and investors.
• Several notes payable are in default, and the company is in discussions to extend maturity dates.
• The company has significant related-party transactions and debt obligations, including notes payable to RHI and its subsidiaries totaling $4.1 million at December 31, 2025.

Risks

• The company has a history of losses and may not achieve or maintain profitability in the future.
• The company does not have adequate cash resources to fund operations through December 2026 and beyond, requiring additional capital that may not be available.
• The company's independent registered public accounting firm has expressed substantial doubt about its ability to continue as a going concern.
• The company has not been able to access operating capital under the Strata Purchase Agreement due to current market conditions.
• Recent and future management changes could impair the company's ability to implement its business plan.
• The company's success depends on the continued participation of its CEO, Seamus Lagan, which cannot be assured.
• The company's results of operations are expected to fluctuate on a quarterly and annual basis.
• Changes in general economic conditions could materially adversely impact the business.
• The company has substantial indebtedness, many of which are in payment default, affecting its operational and financial flexibility.
• The company's healthcare operations are subject to complex federal and state laws and regulations, and failure to comply could result in significant penalties.
• The company's Life Science Services operations are subject to government regulation, and failure to comply could adversely affect its business.
• The company's common stock is subject to penny stock rules, limiting its trading market and potentially reducing its value.
• There is no active public market for the company's common stock, and an active market may never develop.
• The company's common stock is subject to substantial dilution from conversions or exercises of outstanding convertible securities and warrants.
• FINRA's refusal to process a proposed reverse stock split and the ongoing appeal could limit the company's ability to access capital.
• Cybersecurity threats pose a risk to the company's data and information systems.

Future Outlook

The company expects to continue incurring losses in future periods and requires additional capital to execute its business strategy and fund operations. The ability to secure this capital is dependent on various factors, including market conditions and the successful resolution of the FINRA appeal regarding a proposed reverse stock split. The company is also evaluating strategic alternatives for its epigenetics division.

Management Comments

• The company has taken various actions to bolster its cash position, including raising funds through private placements and issuances of promissory notes and other loans, and conserving cash by issuing shares of its preferred stock and shares of its 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 December 31, 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 December 31, 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.
• We have based our estimates as to how long we expect we will be able to fund our operations on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect, in which case we would be required to obtain additional financing sooner than currently projected, which funding may not be available to us on acceptable terms, or at all.
• 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.

Industry Context

StockSavvy.ai notes that FOXO Technologies operates in the healthcare and life sciences sectors, which are highly regulated and capital-intensive. The company's strategy involves integrating acquisitions in behavioral health and biospecimen sourcing, alongside developing epigenetic biomarker technology. The significant revenue growth is a positive indicator of acquisition integration, but the substantial operating expenses, impairments, and ongoing need for capital highlight the inherent risks and challenges in these industries.

Comparison to Industry Standards

• The company's revenue growth of 304% is significantly higher than the average for many established healthcare or life science companies, but this is largely attributable to recent acquisitions rather than organic growth.
• The net loss of $12.4 million is substantial for a company of its size, and the continued operating losses and working capital deficit are concerning. Industry benchmarks for profitability vary widely, but sustained losses raise concerns about long-term viability without significant capital infusion or operational improvements.
• The goodwill impairment of $7.0 million suggests that the acquired assets, specifically SCCH, may not be performing as expected, which can be a red flag in acquisition-heavy strategies.
• The company's reliance on debt financing and the default on several notes payable are critical negative indicators. Industry standards emphasize strong balance sheets and manageable debt levels for sustainable growth.

Corporate Governance

Legal Proceedings

• Smithline Family Trust II vs. FOXO Technologies Inc. and Jon Sabes: Settled, with the company issuing shares and making final cash payments by November 27, 2025.
• Former CEO Severance: Company determined termination for cause; vigorously disputing former CEO's demand for compensation.
• Illumina Judgment: Court granted summary judgment for $0.8 million; settlement agreement in place with quarterly payments, currently in default.
• Gateway Group, Inc. legal action seeking $120,000 filed in July 2025, no resolution to date.
• Data Shepherd Services, Inc. received judgment for $58,000 in Q2 2025, no resolution to date.
• func.media inc. filed legal action seeking $123,250 in June 2025; settlement agreement entered into, currently in default of payment schedule.
• Company is party to various other legal proceedings for legacy debts, claims, and regulatory inquiries.

Related Party Transactions

• Notes and loans payable to RHI and its subsidiaries totaling $4.1 million at December 31, 2025, related to acquisitions and working capital.
• Lease agreements for facilities with a subsidiary of RHI, with waived payment defaults through June 30, 2026.
• Services provided by InnovaQor, Inc. (in which RHI holds preferred stock and Mr. Lagan is controlling shareholder) for health information technology and software development.
• KR8 AI Inc. agreement for software license and development, with Mark White (former Interim CEO) as President and equity owner.
• The company issued Series E Preferred Stock to RHI in exchange for a portion of a note payable, and RHI holds preferred stock in InnovaQor.

Stakeholder Impact

• Shareholders: Potential for significant dilution due to outstanding convertible securities and warrants, and the ongoing need for capital raises. The company's common stock is subject to penny stock rules, potentially limiting liquidity and value.
• Creditors: Several notes payable are in default, raising concerns about the company's ability to meet its debt obligations.
• Employees: The company's financial instability and potential for operational curtailment could impact employment.
• Management: The company's success is heavily reliant on key management personnel, including the CEO, whose continued participation is not guaranteed.

Next Steps

• The company will continue to pursue additional capital through equity or debt financing.
• The company will continue to evaluate strategic alternatives for its epigenetics division.
• The company is in discussions with RHI regarding extending the maturity date of the New RCHI Note.
• The company is appealing FINRA's decision regarding the proposed reverse stock split.
• The company plans to remediate material weaknesses in its internal control over financial reporting.

Key Dates

Recommendation

The company's financial condition is highly precarious, characterized by significant losses, a working capital deficit, substantial debt with defaults, and a going concern warning from its auditor. The inability to access capital due to market conditions and regulatory issues (FINRA appeal) further exacerbates these risks. While revenue has grown due to acquisitions, the underlying operational profitability and capital structure issues are severe, making the stock a high-risk investment with a strong likelihood of further decline.

Keywords

FOXO Technologies, Form 10-K, Annual Report, Healthcare, Life Science Services, Labs, Myrtle Recovery Centers, Rennova Community Health, Vector BioSource, Acquisitions, Revenue Growth, Goodwill Impairment, Net Loss, Going Concern, Reverse Stock Split, FINRA, Capital Raise, Debt Default, Related Party Transactions